UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2014

 

Commission File Number: 001-34862

 

SOUFUN HOLDINGS LIMITED

( Exact name of registrant as specified in its charter )

 

F9M, Building 5, Zone 4, Hanwei International Plaza

No. 186 South 4th Ring Road

Fengtai District, Beijing 100160

The People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x       Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 
 

 

Unless we otherwise specify, when used in this Form 6-K the terms “we” and the “Company” refer to SouFun Holdings Limited and its subsidiaries and consolidated controlled entities.

 

This Form 6-K contains (a) summary English translations of (i) an investment agreement among the Company, Tospur Real Estate Consulting Co., Ltd., a real estate agency company in China (“Tospur”), and Tospur’s existing shareholders and (ii) a joint venture agreement between the Company and Tospur, (b) a press release related to our entry into these agreements, (c) a press release regarding our financial results for the three months ended September 30, 2014 and (d) a press release regarding the results of our annual general meeting of shareholders held on November 12, 2014.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SOUFUN HOLDINGS LIMITED

   
  By:   /s/ Vincent Tianquan Mo  
  Name:   Vincent Tianquan Mo  
  Title:   Executive Chairman  
         

Date: November 13, 2014

 

 
 

 

Exhibit Index

 

Exhibit 99.1 — Press Release

Exhibit 99.2 — Summary Translation of Investment Agreement among Beijing Li Tian Rong Ze Wan Jia Technology Development Co., Ltd., Tospur Real Estate Consulting Co., Ltd. and the other parties thereto

Exhibit 99.3 — Summary Translation of Joint Venture Agreement between SouFun Holdings Limited and Tospur Real Estate Consulting Co., Ltd.

Exhibit 99.4 — Press Release

Exhibit 99.5 — Press Release

 

 

 

Exhibit 99.1

 

SOUFUN SIGNED INVESTMENT AND JOINT VENTURE AGREEMENTS WITH ONE OF CHINA'S TOP 5 LEADING NEW HOME AGENCY COMPANIES

 

BEIJING, Oct. 31, 2014 /PRNewswire/ -- SouFun Holdings Limited (NYSE: SFUN, "SouFun" or the "Company"), the leading real estate Internet portal in China, today announced that it has entered into investment and joint venture agreements with one of China's top 5 leading new home agency companies, Tospur Real Estate Consulting Co., Ltd. ("Tospur").

 

Pursuant to the investment and joint venture agreements with Tospur, (1) SouFun will subscribe for new shares of Tospur in a private placement for 16% of Tospur's outstanding share capital after the completion of the private placement for approximately RMB381 million (US$62 million) in cash; and (2) SouFun and Tospur will invest RMB60 million (US$9.8 million) and RMB40 million (US$6.5 million), respectively, to form a joint venture to provide real estate internet financing services. Closing of the transactions contemplated by the investment and joint venture agreements are subject to customary closing conditions, including regulatory approval.

 

Vincent Mo, SouFun's Chairman and CEO, comments: "This is another exciting achievement in SouFun's Cooperation Partners Program with real estate brokers and agents. As the leading online platform in China's huge real estate market, SouFun has been looking for the leading off-line players to work together for the industrial upgrade of China's expanding new home and resale market. Tospur is one of the front runners of China's new home agency and consultancy companies, one of the best choices for forming strategic O2O partnerships for SouFun. I am sure that the strategic cooperation partnership will not only allow SouFun a broader and deeper access in real estate transactions but also enhance Tospur's leadership, innovation, and evolvement by integrating internet and mobile elements into its very successful offline operations."

 

About Tospur

 

Formed in Shanghai in 1998, Tospur is a leading real estate service provider in China. It offers real estate marketing and sales agency service, financial services, commercial property operation service, and consulting services in China's fast growing real estate market. Tospur employs more than 5000 people across the country. In its entire 16-year history, Tospur always focuses in the area of real estate services, and has won various professional awards and has been selected as one of "China's Top Employers" for the past four consecutive years. In addition to Shanghai, it has nearly 30 subsidiaries which operate a large number of projects in China's major urban centers.

 

About SouFun

 

SouFun operates the leading real estate Internet portal in China in terms of the number of page views and visitors to our websites in 2013. Through SouFun's websites, it provides marketing, e-commerce, listing, and other value-added services for China's fast-growing real estate and home-related sectors. SouFun's Internet portal is highly focused on user experience, and supports SouFun's users in seeking information on the real estate and home-related sectors in China. SouFun currently maintains about 100 offices to focus on local market needs and its website and database contains real estate related content covering more than 370 cities in China. For more information about SouFun, please visit http://ir.fang.com.

 

 
 

 

Safe Harbor Statement

 

The Company cautions its shareholders and others considering trading its securities that there can be no assurance that these strategic cooperation agreements will be approved or the share subscription transactions will be consummated. This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "is expected to," "anticipates," "aim," "future," "intends," "plans," "believes," "are likely to," "estimates," "may," "should" and similar expressions. Such forward-looking statements include, without limitation, the Company's plan to form strategic partnerships and collaborate and explore real estate internet financing business with Tospur, comments by management in this release about the success and benefit of its strategic cooperation partnerships, and about China's real estate market. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

 

For investor and media inquiries, please contact:

 

Dr. Hua Lei

 

Deputy CFO

 

Phone: +86-10-5631-8661

 

Email: leihua@soufun.com

 

Ms. Yiwen Zhang

 

Investor Relations Manager

 

Tel: +86 (10) 5631-8659

 

Email: zhangyiwen@soufun.com

 

 

 

 

Exhibit 99.2

 

Investment Agreement

(Summary translation)

 

This Investment Agreement is entered by and among the parties hereto below on October 31, 2014.

 

The Target Company: Tospur Real Estate Consulting Co., Ltd.

 

Original shareholders: Sun Gongyi (30.12%), Liu Zhe (30.12%), Lantau Direct Investments (Mauritius) III Ltd (18.70%), Wang Tianshu (10.65%), Lhasa TongKun Investment Consulting Co., Ltd. (8.13%), Tang Jiamin (1.22%) and Chen Keyong (1.06%)

 

Investor: Beijing Li Tian Rong Ze Wan Jia Technology Development Co., Ltd.

 

The parties hereto intending to enter into this Investment Agreement hereby agree as follows:

 

1. The Target Company is a company established on April 29, 1998 and existing under the laws of the People's Republic of China, with the registered address in Shanghai, the People’s Republic of China. As of the date hereof, the registered capital of the Target Company is RMB 202,952,030.

 

2. The original shareholders of the Target Company agree to increase the registered capital of the Target Company from RMB202,952,030 to RMB241,609,560, and the investor agrees to subscribe for the increased capital of the Target Company, as a result of which the investor shall hold 16% of the registered capital of the Target Company.

 

3. The parties agree that the investor shall invest a total amount of RMB380,952,381, of which RMB38,657,530 shall be applied to the increased registered capital of the Target Company accounting for 16% thereof on a fully diluted basis, and the remaining RMB342,294,851 will be applied to the capital reserve of the Target Company.

 

4. The investment contemplated hereunder shall be subject to and conditioned upon the satisfaction of the following conditions: (i) no occurrence of material adverse effect on the Target Company during the interim period and (ii) receipt of all requisite governmental approvals (if necessary).

 

5. The proceeds from the investment contemplated hereunder shall be applied to the operating expenses of the Target Company.

 

 
 

 

6. Upon consummation of the investment contemplated hereunder, the board of directors of the Target Company shall consist of 11 directors, of which one director shall be nominated by the investor. The parties shall further agree to vote at the shareholders’ meeting to give effect to the nomination made by the investor. The Target Company shall undergo the procedures for changes in the composition of board of directors at the same time it undergoes the procedures for changes in the business license.

 

7. The investor shall have the right to make further investments in the Target Company. In the event that the Target Company introduces new investor(s), the terms and conditions offered to such new investor(s) shall be no more favorable than the terms and conditions hereunder, failing which the actual controlling persons of the Target Company shall make the investor whole.

 

8. The investor shall have (i) a right of first refusal to purchase the shares offered by any shareholder to any other person and (ii) a co-sale right to sell on the same terms and conditions its shares in the event that any principal shareholder proposes to sell its shares in the Target Company; provided, however, that the foregoing right of first refusal and co-sale right shall be suspended pending the Target Company’s IPO application to China Securities Regulatory Commission and shall be terminated upon the consummation of the IPO or shall be resumed in the event that the IPO application is cancelled or abandoned.

 

9. This Investment Agreement shall be governed and construed in accordance with the laws of the People’s Republic of China.

 

[Signature page follows]

 

 
 

 

[Signature page to Investment Agreement]

 

Tospur Real Estate Consulting Co., Ltd.

By: /s/  
Authorized signatory:  

 

 

Sun Gongyi  

By: /s/  

 

 

Liu Zhe  

By: /s/  

 

Lantau Direct Investments (Mauritius) III Ltd  

By: /s/  

Authorized signatory:  

 

   

Wang Tianshu  

By: /s/  

 

 

Lhasa TongKun Investment Consulting Co., Ltd.  

By: /s/  

Authorized signatory:  

 

 

Tang Jiamin

By: /s/  

   

   

Chen Keyong

By: /s/  

 

 

Beijing Li Tian Rong Ze Wan Jia Technology Development Co., Ltd.

By: /s/  

Authorized signatory:  

 

 

 

 

Exhibit 99.3

 

Joint Venture Contract

(Summary translation)

 

This Joint Venture Contract is entered into by and between the parties hereto below on October 31, 2014.

 

Party A: SouFun Holdings Limited or its designated affiliate

 

Party B: Tospur Real Estate Consulting Co., Ltd. or its designated affiliate

 

Party A and Party B intending to enter into this Joint Venture Contract hereby agree as follows:

 

1. The registered capital of the Joint Venture shall be RMB100 million.

 

2. The parties shall make their respective capital contributions in cash. Party A shall invest RMB60 million which shall account for 60% of the registered capital of the Joint Venture. Party B shall invest RMB40 million which shall account for 40% of the registered capital of the Joint Venture.

 

3. The parties agree to increase the registered capital of the Joint Venture up to RMB500 million by capital contributions in proportion to their respective shareholding in the Joint Venture within two years after the establishment of the Joint Venture; provided, however, that the parties may increase the registered capital of the Joint Venture up to RMB500 million at any time within such two years so long as the operating results of the Joint Venture meet the management requirements and the investment ratio of the parties and shareholding structure of the Joint Venture remain unchanged.

 

4. The Joint Venture shall fully support the business demands of Party B in new estate agency and planning for the development of new real estate financial service and internet financial service. Subject to the satisfaction by the Joint Venture of the business demands of Party B in terms of its capital volume available for utilization or financing, so long as the terms of the financial products offered by Party B are not below fair market terms, the Joint Venture shall carry out the financial business of Party B on a priority basis, failing which Party B shall have the right to establish a new finance company to conduct financial business in collaboration with third parties.

 

5. If a shareholder proposes to sell any or all of its shares in the Joint Venture to an independent third party, the other shareholder shall have (i) a right of first refusal to purchase on the same terms and conditions any or all of the shares offered by the selling shareholder or (ii) a co-sale right to sell on the same terms and conditions its shares of the same proportion offered by the selling shareholder to such independent third party.

 

 
 

 

6. The shareholders of the Joint Venture shall exercise their voting rights in proportion to their respective shareholding in the Joint Venture at shareholders’ meetings.

 

7. The board of directors of the Joint Venture shall consist of five directors, of which three shall be appointed by Party A and two by Party B. The board of directors shall have one president and one vice president, of which the president shall be appointed by Party A and vice president by Party B. Each director shall hold a term of officer for three years, and may upon the expiry of its term of office, hold a consecutive term upon re-appointment by the appointing party.

 

8. The president shall be the legal representative of the Joint Venture.

 

9. The duration of the Joint Venture shall be 20 years from the date of the establishment of the Joint Venture as evidenced by the issuance of the initial business license.

 

10. This Joint Venture Contract shall be governed by and construed in accordance with the laws of the People’s Republic of China.

 

[Signature page follows]

 

 
 

 

[Signature page to Joint Venture Contract]

 

 

SouFun Holdings Limited (Party A)

By: /s/  

Authorized signatory:  

 

 

Tospur Real Estate Consulting Co., Ltd. (Party B)

By: /s/  
Authorized signatory:  

 

 

 

 

Exhibit 99.4

 

 

News Release

 

SouFun Announces Third Quarter 2014 Results

 

BEIJING, China, November 6, 2014– SouFun Holdings Limited (NYSE: SFUN) (“ SouFun ”), the leading real estate Internet portal in China, announced today its unaudited financial results for the third quarter ended September 30, 2014.

 

Third Quarter 2014 Highlights

 

 

n Revenue in the third quarter of 2014 was $190.5 million, a 3.0% increase from the corresponding period in 2013.

 

n Operating income in the third quarter of 2014 was $70.7 million, a 36.1% decrease from the corresponding period in 2013. Non-GAAP operating income in the third quarter of 2014 was $72.2 million, a 35.8% decrease from the corresponding period in 2013.

  

n Net income attributable to SouFun’s shareholders was $61.0 million, representing a year-over-year decrease of 40.6%. Fully diluted earnings per ADS were $0.14 ; a 41.7% decrease from the corresponding period in 2013. Non-GAAP net income attributable to SouFun’s shareholders was $69.7 million, representing a year-over-year decrease of 27.8%. Non-GAAP fully diluted earnings per ADS were $0.16, a 30.4% decrease from the corresponding period in 2013.

 

 

"SouFun experienced a tough quarter as a result of market change and the company’s transformation," said Vincent Mo, Executive Chairman and CEO of SouFun. "Expanding from a pure information platform to broader transaction and financial platforms is a big challenge. However, good signs from our two new platforms are very encouraging and we are determined to carry on the transformation even though this will impact our financial performance in the short term, because we believe eventually and together, our information, transaction and financial platforms, will make SouFun a greater company."

 

 
 

 

Third Quarter 2014 Results

 

Revenues

 

SouFun reported total revenue of $190.5 million in the third quarter of 2014, representing an increase of 3.0% from the corresponding period in 2013. The slow growth is primarily due to the decrease in listing services and marketing services.

 

Revenue from marketing services was $81.0 million in the third quarter of 2014, a decrease of 6.4% from $86.5 million in the corresponding period in 2013, due to more advertising clients using the e-commerce services versus the marketing services as a result of a difficult real estate market.

 

Revenue from e-commerce services was $67.6 million in the third quarter of 2014, a 36.0% increase from $49.7 million in the same period in 2013, primarily due to the attractiveness of the new transaction platform to our clients.

 

Revenue from listing services was $36.7 million in the third quarter of 2014, a decrease of 20.8% from $46.3 million for the corresponding period in 2013, primarily due to discounts which the Company offered to the agency clients since the end of June.

 

Revenue from other value-added services was $5.3 million in the third quarter of 2014, an increase of 107.8% from $2.6 million in the corresponding period in 2013, primarily due to the recently introduced new internet financial services.

 

Cost of Revenue

 

Cost of revenue was $48.8 million in the third quarter of 2014, an increase of 71.1% from $28.5 million in the corresponding period in 2013. The increase in cost of revenue was mainly driven by new e-commerce model, increased staff cost, as well as an increase in taxes and surcharges.

 

 
 

 

Gross margin was 74.4% in the third quarter of 2014, compared to 84.6% in the corresponding period in 2013.

 

Operating Expenses

 

Operating expenses were $71.2 million in the third quarter of 2014, an increase of 54.3% from $46.2 million for the corresponding period in 2013.

 

Selling expenses were $41.0 million in the third quarter of 2014, an increase of 61.4% from $25.4 million in the corresponding period in 2013, primarily due to the new e-commerce model, increased advertising and promotional expenses and staff cost.

 

General and administrative expenses were $30.2 million in the third quarter of 2014, an increase of 45.5% from $20.7 million in the corresponding period in 2013, primarily due to increased staff cost.

 

Operating Income

 

Operating income was $70.7 million in the third quarter of 2014, a decrease of 36.1% from $110.6 million in the corresponding period in 2013, due to slow growth in revenue and faster increase of expenses.

 

Income Tax Expenses

 

Income tax expense was $18.9 million in the third quarter of 2014, a 33.5% increase compared to $14.2 million for the corresponding period in 2013. Income tax in 2013 benefited from a one-time benefit of $15.1 million resulting from a lower dividend-related withholding tax rate for certain subsidiaries.

 

Net Income and EPS

 

Net income attributable to SouFun’s shareholders was $61.0 million in the third quarter of 2014, a 40.6% decrease from $102.7 million in the corresponding period in 2013. Fully diluted earnings per ADS were $0.14 in the third quarter of 2014, a decrease of 41.7% from $0.24 in the corresponding period in 2013.

 

 
 

 

Adjusted EBITDA

 

Adjusted EBITDA, defined as non-GAAP net income before income taxes, interest expenses, interest income, depreciation and amortization, was $78.3 million in the third quarter of 2014, a decrease of 33.4% as compared to $117.6 million in the corresponding period in 2013.

 

Cash

 

As of September 30, 2014, SouFun had cash, cash equivalents, and short-term investments of $896.9 million, compared to $927.3 million as of June 30, 2014. Cash flow from operating activities was $53.1 million in the third quarter of 2014, a 57.9% decrease from $126.3 million in the same period in 2013, due to less advance payments and increased account receivables.

 

Business Outlook

 

SouFun adjusts its revenue guidance for 2014 from between $727.0 million and $739.0 million, or a year-over-year increase of between 14% and 16%, to between $675.0 million and $688.0 million, or a year-over-year increase of between 6% and 8%. SouFun is adjusting its revenue guidance for 2014 in light of the slowdown in the real estate market in China, our reduction in fees we charge for listing services, and longer time for new businesses to contribute significantly to revenue growth. This forecast reflects SouFun's current and preliminary view, which is subject to change and may not reflect actual results.

 

 
 

 

Conference Call Information

 

SouFun's management team will host a conference call on the same day at 8:00 AM U.S. EST (9:00 PM Beijing / Hong Kong time). The dial-in details for the live conference call are:

 

The dial-in details for the live conference call are:

 

International Toll: +65 6723-9381
Local Toll:
United States +1 866-519-4004/+1 845-675-0437
Hong Kong +852 800-930-346/+852 2475-0994
Mainland China +86 400-620-8038 / +86 800-819-0121
Passcode: SFUN

 

A telephone replay of the call will be available after the conclusion of the conference call from 11:00 PM U.S. EDT on May 7 through 11:59 PM May 14, 2014. The dial-in details for the telephone replay are:

 

International Toll: +61 2-8199-0299
Toll-Free:  
United States +1 855-452-5696 / +1 646-254-3697
Hong Kong +852 800-963-117 / +852 3051-2780
Mainland China +86 400-602-2065 / +86 800-870-0206
Conference ID number: 2778 4540

 

A live and archived webcast of the conference call will be available on SouFun’s website at http://ir.fang.com.

 

 
 

 

About SouFun

 

SouFun operates the leading real estate Internet portal in China in terms of the number of page views and visitors to its websites in 2014. Through our websites, we provide marketing, e-commerce, listing and other value-added services for China's real estate and home furnishing and improvement sectors. Our user-friendly websites support active online communities and networks of users seeking information on, and other value-added services for, the real estate and home-related sectors in China. SouFun currently maintains about 100 offices to focus on local market needs and its website and database contains real estate related content covering more than 330 cities in China. For more information about SouFun, please visit http://ir.fang.com.

 

Safe Harbor Statements

 

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements can be identified by terminology such as "will," "expects," "is expected to," "anticipates," "aim," "future," "intends," "plans," "believes," "are likely to," "estimates," "may," "should" and similar expressions. Statements that are not historical facts, including statements about SouFun's beliefs and expectations, including but not limited to revenue guidance, growth prospects and the introduction and success of new products and services and new lines of business, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the impact of the slowdown in the PRC real estate market on SouFun and the impact on revenues of our existing and new service fees reductions, the ability of SouFun to retain real estate listing agencies as customers during challenging economic periods, the success of SouFun's new business initiatives, the ability of SouFun to manage its operating expenses,  the impact of, measures taken or to be taken by the Chinese government to control real estate growth and prices and other events which could occur in the future, economic challenges in China's real estate market, the impact of competitive market conditions for our services, our ability to maintain and increase our leadership in China's home related internet sector, the uncertain regulatory landscape in China, fluctuations in our quarterly operating results, our continued ability to execute business strategies including our SouFun membership services and SouFun Online Shop, our ability to continue to expand in local markets, our reliance on online advertising sales and listing services for our revenues, any failure to successfully develop and expand our content, service offerings and features, including the success of new features to meet evolving market needs, and the technologies that support them, and, should we in the future make acquisitions, any failure to successfully integrate acquired businesses. 

 

 
 

 

Further information regarding these and other risks and uncertainties is included in SouFun's annual report on form 20-F and other documents filed with the U.S. Securities and Exchange Commission. SouFun does not assume any obligation to update any forward-looking statements in this release and elsewhere, which apply only as of the date of this press release.

 

About Non-GAAP Financial Measures

 

To supplement SouFun’s consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), SouFun uses in this press release the following measures defined as non-GAAP financial measures by the United States Securities and Exchange Commission: (1) operating income, (2) net income, (3) basic and diluted earnings per ordinary share and ADS and (4) adjusted EBITDA. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliation of GAAP and non-GAAP Results” set forth at the end of this press release.

 

SouFun believes that these non-GAAP financial measures provide meaningful supplemental information to investors regarding its operating performance by excluding share-based compensation expenses and the related tax effects, as well as realized gain on available-for-sale security for the three months ended June 30, 2013, which (1) may not be indicative of SouFun’s recurring core business operating results or (2) are not expected to result in future cash payments. These non-GAAP financial measures also facilitate management’s internal comparisons to SouFun’s historical performance and assist its financial and operational decision making. A limitation of using these non-GAAP financial measures is that share-based compensation has been and will continue to be a significant recurring expense that will continue to exist in SouFun’s business for the foreseeable future. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliation between non-GAAP financial measures and their most directly comparable GAAP financial measures.

 

For investor and media inquiries, please contact:

 

Dr. Hua Lei

Deputy CFO

Phone: +86-10-5631-8661

Email:   leihua@soufun.com

 

 

Ms.Yiwen Zhang
Investor Relations Manager
Phone:  +86-10-5631 8659
E-mail:  zhangyiwen@soufun.com

 

 
 

 

SouFun Holdings Limited

Condensed Consolidated Balance Sheet

( in U.S. dollars in thousands )

 

ASSETS   September 30,     December 31,  
    2014     2013  
  (Unaudited)     (Audited)  
Current assets:                
Cash and cash equivalents     386,244       581,010  
Restricted cash, current     97,455       255,917  
Short-term investments     510,650       10,138  
Accounts receivable, net     54,533       44,541  
Funds receivable     43,865       37,124  
Prepayment and other current assets     27,850       31,758  
Loan receivable     36,504          
Deferred tax assets, current     3,518       3,165  
Total current assets     1,160,619       963,653  
Non-current assets:                
Property and equipment, net     217,167       221,442  
Restricted cash, non-current     108,899       257,499  
Deferred tax assets, non current     1,243       1,728  
Deposit for non-current assets     86,044       38,140  
Long-term investments     59,269       -  
Other non-current assets     18,843       22,627  
Total non-current assets     491,465       541,436  
Total assets     1,652,084       1,505,089  
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities:                
Short-term loans     80,750       90,000  
Deferred revenue     121,780       115,043  
Accrued expenses and other liabilities     195,626       143,292  
Income tax payable     26,039       43,688  
Customers’ refundable fees     75,653       53,066  
Amounts due to a related party     1,499       537  
Total current liabilities     501,347       445,626  
Non-current liabilities:                
Long-term loans     100,000       180,750  
Convertible senior notes     400,000       350,000  
Deferred tax liabilities, non-current     103,793       84,767  
Other non-current liabilities     384       479  
Total non-current liabilities     604,177       615,996  
Total Liabilities     1,105,524       1,061,622  
Shareholders' equity:                
Class A ordinary shares, par value Hong Kong Dollar (“HK$”) 1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 57,568,424 shares and 57,440,895 shares issued and outstanding as at March 31, 2014 and December 31, 2013, respectively     7,496       7,376  
Class B ordinary shares, par value HK$1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 24,336,650 shares and 24,336,650 shares issued and outstanding as at March 31, 2014 and December 31, 2013 , respectively     3,124       3,124  
Additional paid-in capital     99,287       89,071  
Accumulated other comprehensive income     47,803       43,381  
Retained earnings     388,850       300,515  
Total SouFun Holdings Limited shareholders' equity     546,560       443,467  
Noncontrolling interests     -       -  
Total shareholders’ equity     546,559       443,467  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY     1,652,084       1,505,089  

 

 
 

 

  SouFun Holdings Limited

  Condensed Consolidated Statements of Comprehensive Income

   ( in thousands of U.S. dollars, except share data and per share data )

    Three months ended  

  

        September 30,          September 30,   
      2014       2013  
      (Unaudited)       (Unaudited)  
Revenues:                
  Marketing services     80,971       86,485  
  E-commerce services     67,567       49,694  
  Listing services     36,678       46,311  
Other value-added services     5,316       2,558  
Total revenues     190,532       185,048  
                 
Cost of Revenues:                
  Cost of services     (48,831 )     (28,532 )
Total Cost of Revenues     (48,831 )     (28,532 )
                 
Gross Profit     141,701       156,516  
                 
Operating expenses and income:                
  Selling expenses     (41,021 )     (25,415 )
General and administrative expenses     (30,175 )     (20,739 )
  Other income     180       274  
Operating Income     70,685       110,636  
                 
  Foreign exchange loss     3       -  
  Interest income     10,071       7,532  
  Interest expense     (4,060 )     (3,632 )
Government grants     3,234       2,391  
  Gain on bargain purchase                
Income before income taxes and noncontrolling interests     79,934       116,927  
Income tax expenses                
  Income tax expense     (18,941 )     (14,186 )
Net income     60,992       102,741  
Net income attributable to noncontrolling interests     -       1  
Net income attributable to SouFun Holdings Limited shareholders     60,992       102,740  
  Other comprehensive income, net of tax                
Foreign currency translation adjustments     (2,391 )     3,528  
  Unrealized gain on available-for-sale security     12,562          
Total other comprehensive income, net of tax     10,171       3,528  
Comprehensive income     71,163       106,269  
  Earnings per share for Class A and Class B ordinary shares                
Basic     0.74       1.31  
Diluted     0.68       1.22  
                 
Earnings per ADS                
Basic     0.15       0.26  
Diluted     0.14       0.24  
Weighted average number of Class A and Class B ordinary shares outstanding:                
Basic     82,258,420       78,217,258  
Diluted     93,396,601       84,240,621  
Weighted average number of ADSs outstanding:                
Basic     411,292,102       391,086,290  
Diluted     466,983,005       421,203,105  

 

 
 

 

SouFun Holdings Limited

        Reconciliation of GAAP and Non-GAAP Results

  ( in thousands of U.S. dollars, except share data and per share data)

    Three months ended  

  

      Three months ended  
        September 30,          September 30,   
      2014       2013  
GAAP income from operations     70,685       110,636  
Share-based compensation expense     1,478       1,711  
Non-GAAP income from operations     72,163       112,347  
                 
GAAP net income     60,992       102,741  
One-off tax benefit     -       (15,101 )
Withholding tax related to dividends     7,250       7,224  
Share-based compensation expense     1,478       1,711  
Non-GAAP net income     69,720       96,575  
                 
Net Income attributable to
SouFun Holdings Limited shareholders
    60,992       102,740  
One-off tax benefit     -       (15,101 )
Withholding tax related to dividends     7,250       7,224  
Share-based compensation expense     1,478       1,711  
Non-GAAP net Income attributable to SouFun Holdings Limited shareholders     69,720       96,574  
                 
GAAP earnings per share for Class A and Class B ordinary shares:                
Basic     0.74       1.31  
Diluted     0.68       1.22  
GAAP earnings per share ADS:                
Basic     0.15       0.26  
Diluted     0.14       0.24  
Non-GAAP earnings per share for Class A and Class B ordinary shares:                
Basic     0.85       1.23  
Diluted     0.78       1.15  
Non-GAAP earnings per ADS shares:                
Basic     0.17       0.25  
Diluted     0.16       0.23  
Weighted average number of Class A and Class B ordinary shares outstanding:                
Basic     82,258,420       78,217,258  
Diluted     93,396,601       84,240,621  
Weighted average number of ADSs outstanding:                
Basic     411,292,102       391,086,290  
Diluted     466,983,005       421,203,105  

 

 
 

 

SouFun Holdings Limited

Reconciliation of Non-GAAP EBITDA

  ( in thousands of U.S. dollars)

 

    Three months ended  
    September 30, 2014     September 30, 2013  
             
Non-GAAP  Net income     69,720       96,575  
Add back:                
Interest expense     4,060       3,632  
Income tax expenses     11,691       22,063  
Depreciation expenses     2,881       2,817  
Subtract:                
Interest income     (10,071 )     (7,532 )
Adjusted EBITDA     78,281       117,555  

 

 

 

 

 

 

Exhibit 99.5

 

SouFun Announces Results of 2014 Annual General Meeting

 

BEIJING, November 13, 2014 /PRNewswire/ -- SouFun Holdings Limited (NYSE: SFUN) (“SouFun” or the “Company”), the leading real estate Internet portal in China, today announced that it held its 2014 annual general meeting of shareholders on November 12, 2014. The shareholders passed a resolution approving the re-election of Mr. Sol Trujillo as a member of the board of directors of the Company.

 

About SouFun

 

SouFun operates the leading real estate Internet portal in China in terms of the number of page views and visitors to its websites in 2014. Through its websites, SouFun provides marketing, e-commerce, listing and other value-added services for China’s real estate and home furnishing and improvement sectors. SouFun’s user-friendly websites support active online communities and networks of users seeking information on, and other value-added services for, the real estate and home-related sectors in China. SouFun currently maintains about 100 offices to focus on local market needs and its websites and database contain real estate related content covering more than 370 cities in China. For more information about SouFun, please visit http://ir.fang.com.

 

For investor and media inquiries, please contact:

 

Dr. Hua Lei

Deputy CFO

Phone: +86-10-5631-8661

Email: leihua@soufun.com

 

Ms. Yiwen Zhang

Investor Relations Manager

Phone: +86-10-5631 8659

E-mail: zhangyiwen@soufun.com