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 2015

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.

 

On November 13, 2015, the Company entered into a Cooperation Framework Agreement (the “Framework Agreement”) with, among others, Chongqing Wanli New Energy Co., Ltd. (“Wanli”), a company listed on the Shanghai Stock Exchange (stock code: 600847), pursuant to which SouFun plans to acquire a controlling stake in Wanli by injecting certain of its businesses (including online media business, Internet financial services, research and big data business), which is projected to be valued at no more than RMB17 billion, into Wanli, accompanied by a concurrent direct placement of Wanli’s shares to certain investors. The direct placement will be made at the per share purchase price equal to 90% of the average trading price of Wanli’s shares in the 20 trading days immediately before the public announcement of the board resolutions approving such placement and is expected to raise approximately RMB2.5 billion to RMB5 billion to support the future business expansion of Wanli. SouFun plans to maintain not less than 70% of the equity stake in Wanli following the acquisition and direct share placement.

 

The Framework Agreement and the transactions contemplated thereby are subject to the negotiation of and entry into definitive agreements by the relevant parties, the requisite corporate approvals of both SouFun and Wanli, and the approval from the China Securities Regulatory Commission.

 

English translation of the Framework Agreement, a press release issued by the Company and a public announcement issued by Wanli regarding entry into the Framework Agreement are included as exhibits to this Form 6-K.

 

Information on Wanli is available at www.cninfo.com.cn, a website designated by the China Securities Regulatory Commission for posting public announcements by companies listed on the Shanghai Stock Exchange.

 

Safe Harbor Statement

 

This Form 6-K 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, 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 acquire a controlling stake in Wali by injecting certain business into Wanli, the concurrent direct placement of Wanli’s shares to certain investors to support its business expansion, and comments by the management about the benefits of the proposed acquisition and concurrent placement of Wanli’s shares and about China’s capital markets. All statements other than statements of historical fact in this Form 6-K 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.

 

 

 

 

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, 2015

 

 

 

 

Exhibit Index

 

Exhibit 99.1—Press Release dated November 13, 2015
Exhibit 99.2—Wanli Announcement dated November 13, 2015
Exhibit 99.3—Cooperation Framework Agreement (English Translation)
 

 

 

Exhibit 99.1

 

SouFun to acquire a controlling stake in wanli, a prc publicly traded company, to further tap into the prc domestic capital markets

 

BEIJING, Nov. 13, 2015 /PRNewswire/ -- SouFun Holdings Limited (NYSE: SFUN, "SouFun" or the "Company"), the leading real estate Internet platform in China, today announced that it had entered into a framework agreement (the “Framework Agreement”) with Chongqing Wanli New Energy Co., Ltd. (“Wanli”), a company listed on the Shanghai Stock Exchange (stock code: 600847), IDG Capital Investment Consulting Beijing Co., Ltd. (“IDG”), Xizang Ruidong Wealth & Investment Management Co. Ltd. (“Ruidong”) and Mr. Xicheng Liu, the current controlling shareholder of Wanli (“Mr. Liu”), pursuant to which SouFun plans to acquire a controlling stake in Wanli’s public shell, accompanied by a concurrent direct placement of Wanli shares to certain investors including IDG, Ruidong, Mr. Liu or their respective designated persons or third parties(the “Placement”). The Placement is expected to be made at the per share purchase price equal to 90% of the average trading price of Wanli’s shares in the 20 trading days immediately before the public announcement of the board resolutions approving the Placement and is expected to raise about RMB2.5 billion to RMB5 billion which is expected to be used for the future business expansion of Wanli. SouFun plans to maintain not less than 70% of the equity stake in Wanli following the acquisition and direct share placement. SouFun will not pay cash for the Wanli stake. The acquisition is expected to be conducted through an assets swap – Wanli plans to spin off its non-cash assets and all liabilities to a third party and SouFun plans to inject certain parts of its businesses (including online media business, Internet financial services, research and big data business), which is projected to be valued at no more than RMB17 billion, into Wanli. The Framework Agreement also provides for a six-month exclusivity period during which SouFun, Wanli and Mr. Liu cannot discuss a similar transaction with other potential investors.

 

SouFun will remain a NYSE listed company and plans to consolidate the results of Wanli after this transaction. SouFun’s fast growing e-commerce businesses, including new home direct sales, secondary transactions, rental and home furnishing businesses, will remain in the NYSE listed company. By allowing SouFun to tap into the PRC domestic capital markets, the transaction is expected to strongly support the growth of SouFun’s current fast growing businesses and continuing expansion into other related areas.

  

The Framework Agreement and the transactions contemplated thereby are subject to the negotiation of and entry into definitive agreements by the parties, the required corporate approvals of both SouFun and Wanli, and the approval from the China Securities Regulatory Commission.

  

Vincent Mo, SouFun's Chairman and CEO, comments: "We are committed to creating greater value to SouFun’s shareholders. I am sure that this transaction will become a milestone for SouFun. With access to both US and China capital markets, we will be in a much better position to expand aggressively to accelerate our online media business, Internet financial services and e-commerce businesses to build up a greater company”.

 

 

 

 

A conference call with respect to this transaction is scheduled on November 18, 2015 at 8:00 AM U.S. EST (9:00 PM Beijing/Hong Kong time). The dial-in details for the live conference call are:

 

International Toll: +65 6713-5090
Local Toll:
United States +1 845-675-0437 / +1 866-519-4004
Hong Kong +852 3018-6771 / +852 800-906-601
Mainland China +86 400-620-8038 / +86 800-819-0121
Passcode: SFUN

  

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. Through our websites, we provide marketing, e-commerce, listing and other value-added services for China's fast-growing 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 furnishing and improvement 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 320 cities in China. For more information about SouFun, please visit http://ir.soufun.com.

 

About Chongqing Wanli

 

Founded in 1992, Chongqing Wanli is a manufacturer of storage batteries. Chongqing Wanli’s shares are listed on the Shanghai Stock Exchange since 1994.

 

Safe Harbor Statements

 

This press release 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. Such forward-looking statements include, without limitation, statements regarding the proposed transfer of SouFun’s certain business in exchange for shares in Chongqing Wanli, the proposed spin-off of Chongqing Wanli’s non-cash assets and liabilities, and the proposed follow-on financings to facilitate Chonqing Wanli’s restructuring. Statements that are not historical facts, including statements about SouFun's beliefs and expectations, 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, without limitation, whether this Framework Agreement and the transactions contemplated thereby will receive the requisite approvals, whether the transfer of SouFun’s business, the spin-off of Chongqing Wanli’s non-cash assets and liabilities and the restructuring of Chongqing Wanli will be carried out as planned, the impact of the transfer and the restructuring on the transferred business, 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 and transactions 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, the quality of the loans we originate and resell and the performance of those loans in the future, our ability to successfully service and process customer loans for our own benefit and for the purchasers of those loans and, should we in the future make acquisitions, any failure to successfully integrate acquired businesses.

 

For investor and media inquiries, please contact:

 

Dr. Hua Lei
Deputy CFO
Phone: +86-10-5631-8661
Email: leihua@soufun.com

 

 

 

 

 

 

 

Exhibit 99.2

 

Stock Code: 600847 Short Name: Wanligufen Announcement No.: 2015-083

 

Chongqing Wanli New Energy Co., Ltd.

 

ANNOUNCEMENT

 

of

 

Execution of Material Assets Reorganization Framework Agreement

 

And

 

the Development of Material Assets Reorganization

 

The Board of Directors and Directors of the Company as a whole represent and warrant that this announcement does not contain any false information or misleading statement or omit any material information, and shall be severally and jointly liable for its truthfulness, accuracy and completeness.

 

Trading of stock of Chongqing Wanli New Energy Co., Ltd. (the “ Company ”) was suspended on August 18, 2015, as the Company has been contemplating material issue and made relevant request of such suspension. After discussion and negotiation with relevant parties, it is understood that such material issue constitutes material assets reorganization of the Company. Trading of the Company’s stock was suspended for up to one month since September 1, 2015, and as the Company subsequently released the Announcement of Wanligufen on Delay of Resumption of Stock Trading due to Material Assets Reorganization, dated October 1, 2015, trading of the Company’s stock continued to be suspended for up to one month since October 1, 2015. In accordance with applicable regulations, as it was anticipated that trading of the Company’s stock could not be resumed within two months, the Company released the Announcement of Wanligufen on Board Resolutions on Delay of Resumption of Stock Trading due to Material Assets Reorganization (Announcement No.: 2015-077) dated October 24, 2015, which was considered and adopted at the 48 th meeting of the 7 th session of the Company’s Board of Directors. Upon approval of the application filed with Shanghai Stock Exchange, trading of the Company’s stock continued to be suspended for up to one month since November 1, 2015. During such suspension, the Company announced the development of its material assets reorganization every five trading days.

 

On November 13, 2015, a Cooperation Framework Agreement (the “ Agreement ”) was entered into by and among the Company, SouFun Holdings Limited, LIU Xicheng (the controlling person of the Company), IDG Capital Partners Beijing Co., Ltd. and Xizang Ruidong Fortune Investment Co., Ltd. in relation to the material assets reorganization, which sets forth the following:

 

 

 

 

I. Parties to the Agreement

 

Party A: Chongqing Wanli New Energy Co., Ltd.

 

Party B: SouFun Holdings Limited (“ SouFun ”)

 

SouFun (NYSE: SFUN) is a public company listed on the New York Stock Exchange, and its controlling person is MO Tianquan. The website of SouFun (Fang.com) is a well-known Internet platform for real estate and home furnishing, and SouFun has been leading the innovations in areas including Internet finance in real estate/home furnishing, Internet big date and Internet marketing.

 

Party C: LIU Xicheng

 

Party D: IDG Capital Partners Beijing Co., Ltd. (“ IDG ”)

 

Party E: Xizang Ruidong Fortune Investment Co., Ltd. (“ Ruidong ”)

 

II. The Major Plan of the Reorganization

 

Purchase of assets by issuance of shares: the Company will issue shares to a company controlled by SouFun in exchange for certain highly profitable quality assets held or controlled by SouFun (“ Target Assets ”) which satisfy the relevant regulatory requirements. Target Assets is projected to be valued at no more than RMB17 billion and the final valuation shall be determined according to the valuation report presented by an asset evaluation institution.

 

Spin-off of assets: LIU Xicheng, the controlling person of the Company, or any person designated by LIU, will acquire for cash and spin off all non-cash assets and liabilities from the Company.

 

Supporting funds: concurrently with the reorganization, RMB2.5 billion to RMB5 billion is expected to be raised for business development of the Company after reorganization, by way of private placement at fixed price. The amount of such supporting funds will be determined by the parties on the basis of the Company’s actual need, and the fund is contemplated to be raised from IDG or its designated party, Ruidong or its designated party and LIU Xicheng or other third parties.

 

If any or all of the provisions of the Agreement in relation to supporting funds become unenforceable as a result of any change of the policies of regulatory authorities on supporting funds, the parties to the Agreement shall resolve the issue through consultation.

 

Issue Price: in this reorganization, the issue price of the Company’s shares in exchange for assets and supporting funds raising will equal 90% of the average stock trading price per share of the twenty trading days prior to the announcement of the first board resolution on the reorganization.

 

The foregoing shall be premises and conditions precedent to one another, subject to approval by relevant regulatory authorities. The reorganization constitutes a backdoor listing, and upon reorganization, SouFun will take control of the Company and MO Tianquan will become the controlling person of the Company. Upon consummation of the reorganization, SouFun’s shareholding percentage in the Company shall be at least 70%.

 

 

 

 

III. Miscellaneous

 

Exclusivity : each of the Company, SouFun or LIU Xicheng may not engage with any other person who is interested in equity acquisition or investment within 6 months following execution of the Agreement. Unless the Agreement is terminated in writing by the parties, any modification, supplement or adjustment to any other provision of the Agreement shall not affect the binding effect of the exclusivity provision upon each of the Company, SouFun or LIU Xicheng.

 

Confidentiality : each party shall keep confidential anything contained in the Agreement or any such business, financial, technical, product or customer information or any document or material marked as “confidential” as received from another party as a result of or during performance of the Agreement, and may not disclose the confidential information to any third party without prior written approval by the disclosing party. The confidentiality obligations shall survive the expiration, release or termination of the Agreement.

 

Any party in breach of the Agreement shall indemnify any other party against any loss arising from such breach. The parties shall set up a consultation mechanism for any issue arising in the process of cooperation, so as to resolve such issues or conflicts within the structure of such consultation mechanism.

 

The provisions of the Agreement other than exclusivity and confidential provisions, are solely preliminary intention reached by the parties through negotiation, the final cooperation plan will be subject to the definitive agreement entered into by the parties.

 

As such, there would be substantial uncertainties in the reorganization, so the investors are warned to pay attention to investment risks.

 

The Board of Directors of

 

Chongqing Wanli New Energy Co., Ltd.

 

November 13, 2015

 

 

 

 

Exhibit 99.3

 

Cooperation Framework Agreement

 

COOPERATION FRAMEWORK AGREEMENT

(Translation)

 

This COOPERATION FRAMEWORK AGREEMENT (this “Agreement”) is entered into as of November 13, 2015 by and among:

 

1. Party A: Chongqing Wanli New Energy Co., Ltd. ( 重庆万里新能源股份有限公司 , the “Company”)

 

Address: No.2 Chuangye Avenue, Shuangfu Street, Jiangjin District, Chongqing

 Legal Representative: LIU Xicheng

 

2. Party B: SouFun Holdings Limited ( 搜房控股有限公司 , “SouFun”)

 

 Address: Cayman Islands

 Legal Representative: MO Tianquan

 

3. Party C: LIU Xicheng ( 刘悉承 )

 

Address: No. 39 2-2, Wangjiapo, Yuzhong District, Chongqing

PRC ID: 510202196210272938

 

4. Party D: IDG Capital Partners Beijing Co., Ltd. (IDG 资本投资顾问北京有限公司 , “IDG”)

 

Address: Room 622, Tower A, COFCO Plaza, No. 8 Jianguomennei Avenue, Dongcheng District, Beijing

 Legal Representative: SHONG Hugo

 

5. Party E: Xizang Ruidong Fortune Investment Co., Ltd. ( 西藏瑞东财富投资有限责任公司 , “Ruidong”)

 

Address: No. 401-6, Yajiang Industrial Park, Renmin Road, Qushui Country, Lhasa, Xizang

 Legal Representative: LI Yan

 

(The five parties above are collectively referred to as the “Parties”, and each individually as a “Party”)

 

WITNESSETH

 

1. The Company is a duly organized and existing company limited by shares, whose stock is listed on the Shanghai Stock Exchange with the stock ticker “ 万里股份 ” and the stock code “600847.”

 

2. SouFun (NYSE: SFUN) is a public company listed on the New York Stock Exchange, and its controlling person is MO Tianquan. The website of SouFun (Fang.com) is a well-known internet platform for real estate and home furnishing, and SouFun has been leading the innovations in areas including Internet finance in real estate/home furnishing, Internet big data and Internet marketing.

 

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Cooperation Framework Agreement

 

3. LIU Xicheng is a PRC citizen and the controlling person of “ 万里股份 .”

 

4. IDG and Ruidong are qualified institutional investors. The definitive agreements may be executed by IDG and Ruidong or any other eligible parties designated by IDG or Ruidong, who will exercise rights and duties hereof on behalf of IDG or Ruidong.

 

5. SouFun plans to inject its assets with strong profitability into the Company in exchange for its shares, LIU Xicheng will acquire for cash and spin off the Company’s non-cash assets, and the Company will raise supporting funds from LIU Xicheng, IDG, Ruidong or any party designated by them. SouFun shall take control of the Company upon completion of the foregoing transactions.

 

THEREFORE, through the friendly consultation among the Parties, the Parties agree as follows:

 

1. MAJOR PLAN OF THE REORGANIZATION

 

Purchase of Assets by Issuance of Shares . The Company will issue shares to a company controlled by SouFun in exchange for certain highly profitable quality assets held or controlled by SouFun (“ Target Assets ”) which satisfy requirements set forth by China Securities Regulatory Commission. It is tentatively determined that the Target Assets include Internet finance in real estate/home furnishing, Internet big data and Internet marketing, excluding the transactional business.

 

Spin-off of Assets . LIU Xicheng or any person designated by LIU will acquire for cash and spin off the Company’s all non-cash assets and liabilities from the Company. LIU Xicheng undertakes that the Company shall not make any significant cash payment from the execution of this Agreement to the completion of this reorganization without the consent of the Parties. Upon completion of the reorganization, without giving effect to the supporting funds, the cash and cash equivalents on the books of the Company shall be no less than RMB700 million.

 

Supporting Funds . Concurrently with the reorganization, RMB2.5 billion to RMB5 billion is expected to be raised for business development of the Company after reorganization, by way of private placement at fixed price. The amount of such supporting funds will be determined by the Parties based on the basis of the Company’s actual need but shall not exceed (i) the 100% of the value of the Target Assets under this Agreement or (ii) the value of the Target Assets/70% - the value of Target Assets- issue price* share capital of the Company prior to this reorganization.

 

The foregoing shall be premises and conditions precedent to one another subject to approval by relevant regulatory authorities. This reorganization constitutes a back-door listing. Upon completion of the reorganization, SouFun will take control of the Company and MO Tianquan will become the controlling person of the Company.

 

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Cooperation Framework Agreement

 

2. VALUATION OF TARGET ASSETS AND PROFIT FORECAST

 

Through negations among the Parties, the preliminary evaluation of the Target Assets that SouFun plans to inject into the Company is approximately RMB13 to 17 billion and the final valuation shall be determined according to the valuation report presented by an asset evaluation institution. SouFun undertakes that the net profit generated from the Target Assets attributable to the parent company after deducting non-recurring profit and losses in 2016 will not be less than RMB800 million and it will maintain an annual growth rate of 30% in 2017 and 2018, the net profit of which shall be RMB1.04 billion and 1.352 billion, respectively. The final warranted profits shall be determined by the final agreement executed by the Parties.

 

3. ISSUE PRICE

 

In this reorganization, the issue price of the Company’s shares in exchange for assets and supporting funds raising will equal 90% of the average stock trading price per share of the twenty trading days prior to the announcement of the first board resolution on the reorganization.

 

4. SUPPORTING FUNDS RAISING

 

The supporting funds raised in this reorganization will be approximately RMB2.5 to 5 billion, which will be used for the Company’s business development after the reorganization. The supporting funds will be raised by private placement of shares at a fixed price. The amount of the supporting funds will be determined by the Parties based on the actual needs of the Company but shall not exceed (i) the 100% of the value of the Target Assets under this Agreement or (ii) the value of the Target Assets/70% - the value of Target Assets- issue price* share capital of the Company prior to this reorganization. The subscribing parties and amounts in supporting funds raising are as follows: LIU Xicheng or another third party will subscribe for 26 million shares at the issue price, IDG or a party designated by IDG will subscribe for 60% of the remaining shares after LIU Xicheng or such third party subscribes for the 26 million shares. Ruidong or a party designated by Ruidong will subscribe for 40% of the remaining shares after LIU Xicheng or such third party subscribes for the 26 million shares.

 

If any or all of the provisions of the Agreement in relation to supporting funds become unenforceable as a result of any change of the policies of regulatory authorities on supporting funds, the parties to the Agreement shall resolve the issue through consultation.

 

5. CAPITAL STRUCTURE AT COMPLETION OF TRANSACTION

 

SouFun shall hold no less than 70% (inclusive) of the Company’s shares upon completion of the foregoing transactions.

 

6. ESTABLISHMENT AND EFFECTIVENESS OF AGREEMENT

 

This Agreement shall become effective and binding once executed and sealed by the Parties.

 

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Cooperation Framework Agreement

 

This Agreement shall be approved by, among others, the board of directors of each of the Company and SouFun. The board of directors of each of the Company and SouFun has the right to amend provision and terms of this Agreement.

 

7. MISCELLANEOUS

 

7.1. Exclusivity . Each of the Company, SouFun or LIU Xicheng may not engage with any other person who is interested in equity acquisition or investment within 6 months following execution of the Agreement. Unless the Agreement is terminated in writing by the Parties, any modification, supplement or adjustment to any other provision of the Agreement shall not affect the binding effect of the exclusivity provision upon each of the Company, SouFun or LIU Xicheng.

 

7.2. Confidentiality . Each Party shall keep confidential anything contained in the Agreement or any such business, financial, technical, product or customer information or any document or material marked as “confidential” as received from another party as a result of or during performance of the Agreement (collectively, the “Confidential Information”) and may not disclose the Confidential Information to any third party without prior written approval by the disclosing party. The confidentiality obligations shall survive the expiration, release or termination of the Agreement.

 

7.3. Any party in breach of the Agreement shall indemnify any other party against any loss arising from such breach.

 

7.4. The Parties shall set up a consultation mechanism for any issue arising in the process of cooperation, so as to resolve such issues or conflicts within the structure of such consultation mechanism.

 

7.5. The provisions of the Agreement other than Exclusivity and Confidential provisions, are solely preliminary intention reached by the Parties through negotiation, the final cooperation plan will be subject to the definitive agreement entered into by the Parties.

 

7.6. This Agreement is executed in five copies and each Party shall hold one.

 

[SIGNATURE PAGES FOLLOW]

 

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Cooperation Framework Agreement

 

(Signature Pages)

 

Party A: Chongqing Wanli New Energy Co., Ltd.

 

Legal Representative/Authorized Signatory: /s/ LIU Xicheng

 

November 13, 2015

 

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Cooperation Framework Agreement

 

(Signature Pages)

 

Party B: SouFun Holdings Limited

 

Legal Representative/Authorized Signatory: /s/ MO Tianquan

 

November 13, 2015

 

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Cooperation Framework Agreement

 

(Signature Pages)

 

Party C: LIU Xicheng

 

/s/ LIU Xicheng

 

November 13, 2015

 

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Cooperation Framework Agreement

 

(Signature Pages)

 

Party D: IDG Capital Partners Beijing Co., Ltd.

 

Legal Representative/Authorized Signatory: /s/

 

November 13, 2015

 

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Cooperation Framework Agreement

 

(Signature Pages)

 

Party E: Xizang Ruidong Fortune Investment Co., Ltd.

 

Legal Representative/Authorized Signatory: /s/

 

November 13, 2015

 

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