Court: Supreme Court of the State of New York, New York County, Commercial Division
Index Number: 652607/2023
Judge: Hon. Andrew Borrok
Case Contact: Aaron Brown
Selected Case Filings:
- Notice to Shareholders (and ADS Holders) of Fang Holdings Limited of Proposed Settlement of Shareholder Derivative Action, Settlement Hearing, and Right to appear, 10/31/2025
- Scheduling Order, 10/28/2025
- Stipulation of Settlement, 10/25/2025
- Complaint, 05/29/2023
BACKGROUND
This case is a shareholder derivative action brought on behalf of nominal Defendant, Fang Holdings Limited. Plaintiff alleged that the Defendants, directly or indirectly, harmed Fang in connection with a series of integrated related-party transactions between 2019 and 2023 involving: (a) the June 2019 spin-off of Fang’s wholly owned subsidiary, China Index Holdings Limited (“CIH”), via a distribution of CIH shares and ADSs to Fang shareholders; (b) the subsequent repurchase of 13,549,249 CIH shares from entities affiliated with Mo—namely Defendants Media Partner Investments Limited and Next Decade Technology Limited—at a fixed price of $5.99 per share; (c) Fang ceasing to make its SEC filings starting in May 2021, resulting in its delisting from the NYSE in June 2022; (d) Mo and Dai, through Defendants ACE Smart Investments Limited and True Knight Limited, collectively acquiring the equivalent of (i) 20,471,063 CIH Class A common shares and (ii) 22,281,344 Fang Class A common shares between May 3, 2021 and June 2, 2022; and (e) an April 17, 2023 take private transaction involving a short-form merger of CIH.
PROCEDURAL HISTORY
The litigation commenced on May 29, 2023, when Plaintiff Oasis Investments II Master Fund Ltd., together with former plaintiff Lorelei NCC Inc., filed a summons and complaint asserting derivative claims on behalf of nominal defendant Fang Holdings Limited against Vincent Tianquan Mo, Richard Jiangong Dai, and various entities under their control. On October 23, 2023, the Court authorized alternative means of service on Mo and Dai. On November 30, 2023, Defendants and Fang filed three motions to dismiss, asserting lack of personal jurisdiction, forum non conveniens, and statute of limitations. On May 2, 2024, the Court denied all three motions in their entirety and simultaneously denied Defendants’ motion to stay discovery. On July 19, 2024, Defendants filed their answers to the complaint.
On November 7, 2024, Plaintiff moved for discovery sanctions, and although that motion was later withdrawn, discovery disputes continued. In early 2025, both sides filed cross-motions to compel, and on March 18, 2025, the Court granted Plaintiff’s motion to compel and denied Defendants’ motion. The Court also denied Defendants’ motion to amend their answers to assert new defenses. Following the Court’s entry of its April 17, 2025, order, Defendants sought a stay and reconsideration, which were ultimately denied/rendered moot, including an emergency stay application to the Appellate Division on June 6, 2025, which was rejected on June 9, 2025.
On March 14 and June 6, 2025, Plaintiff filed two separate sanctions motions relating to alleged spoliation of evidence and Defendants’ noncompliance with discovery orders. The Court heard oral argument on September 4, 2025, and on September 5, 2025, granted both sanctions motions and struck Defendants’ answers from the record. On September 11, 2025, the Court issued additional written decisions confirming those rulings.
Subsequently, on September 29, 2025, the parties participated in a private mediation with former Justice Barry R. Ostrager. The mediation resulted in a settlement in principle, which resulted in the October 25, 2025, Settlement Stipulation.
THE SETTLEMENT
The Plaintiffs and Defendants agreed to settle the litigation, subject to the Court’s approval (the “Settlement”). In consideration for the full and final dismissal with prejudice of the action and the releases set forth in the Settlement, Defendants have agreed to (a) pay $30 million in monetary consideration (the “Monetary Consideration”); (b) contribute 20,471,063 shares of CIH Holdings Limited to the Company (the “CIH Consideration”); and (c) implement corporate governance reforms at Fang Holdings Limited that include: (1) the appointment of a new fully independent outside director, and (2) the formation of a Special Committee—comprising at least one such director—to review any related party or insider transactions.
The Monetary Consideration will be deposited into a common settlement account (the “Settlement Account”) and, after deduction of any Court-approved attorneys’ fees, expenses, and settlement-related administrative or tax costs, the remaining amount (the “Net Monetary Distribution”) will be distributed on a pro rata basis to Fang shareholders who hold shares as of the Record Date. Defendants, Directors and Officer Releasees, and other excluded Fang shareholders are not entitled to receive any portion of the Net Monetary Distribution.
The full terms of the Settlement are set forth in the Stipulation of Settlement, dated October 25, 2025, and are described in the Notice disseminated to Fang shareholders.
On October 28, 2025, the Court issued a Scheduling Order setting a settlement hearing on February 5, 2026, at 2 PM EST to be conducted in-person with virtual attendance possible, to consider final approval of the Settlement.
Further details regarding the Settlement and the settlement hearing, including the method of participation and any relevant deadlines, will be made available at the settlement administrator’s website at www.fangholdingssettlement.com
Prior results do not guarantee a similar outcome.