As filed with the U.S. Securities and Exchange Commission on January 31, 2011

Registration No. 333-169176

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

 

SouFun Holdings Limited

N/A
(Translation of issuer’s name into English)

The Cayman Islands

JPMORGAN CHASE BANK, N.A. — ADR DEPOSITARY

One Chase Manhattan Plaza, 58th Floor, New York, NY 10005
Telephone (212) 552-6650
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

JPMorgan Chase Bank, N.A. One Chase Manhattan Plaza, 58th Floor New York, New York 10005 Telephone (212) 552-6650		Scott R. Saks, Esq. Paul, Hastings, Janofsky & Walker LLP 75 E. 55th Street New York, New York 10022 Telephone (212) 318-6311

It is proposed that this filing become effective under Rule 466

þ immediately upon filing
o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. þ

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of each class of

Amount

aggregate price per

aggregate offering

Amount of

Securities to be registered

to be registered

unit

price

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Class A ordinary share of SouFun Holdings Limited

N/A

N/A

N/A

N/A

 

 

PART I
INFORMATION REQUIRED IN PROSPECTUS

     The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to Amendment No.1 to the Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

						Location in Form of American Depositary
Item Number and Caption						Receipt Filed Herewith as Prospectus
(1)		Name and address of Depositary				Introductory paragraph and bottom of face of American Depositary Receipt
(2)		Title of American Depositary Receipts and identity of deposited securities				Face of American Depositary Receipt, top center
		Terms of Deposit:
		(i)		Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
		(ii)		Procedure for voting, if any, the deposited securities		Paragraph (12)
		(iii)		Collection and distribution of dividends		Paragraphs (4), (5), (7) and (10)
		(iv)		Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8) and (12)
		(v)		Sale or exercise of rights		Paragraphs (4), (5) and (10)
		(vi)		Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (4), (5), (10) and (13)
		(vii)		Amendment, extension or termination of the Deposit Agreement		Paragraphs (16) and (17)
		(viii)		Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
		(ix)		Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), and (5)
		(x)		Limitation upon the liability of the Depositary		Paragraph (14)
(3)		Fees and Charges				Paragraph (7)

Item 2. AVAILABLE INFORMATION

				Location in Form of American Depositary
Item Number and Caption				Receipt Filed Herewith as Prospectus
(b)		Statement that SouFun Holdings Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.		Paragraph (8)

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

	(a)(1)		Deposit Agreement. Deposit Agreement, dated as of September 22, 2010, among SouFun Holdings Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Previously filed.
	(a)(2)		Form of Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among SouFun Holdings Limited, the Depositary, and all holders from time to time of ADRs issued thereunder, including the Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).
	(b)		Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
	(c)		Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
	(d)		Opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
	(e)		Certification under Rule 466. Filed herewith as Exhibit (e).
	(f)		Power of Attorney for certain officers and directors of the Company. Not Applicable.

Item 4. UNDERTAKINGS

	(a)		The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
	(b)		If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 31, 2011.

		Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
		By:		JPMORGAN CHASE BANK, N.A., as Depositary
		By:		/s/ Gregory A. Levendis
		Name:		Gregory A. Levendis
		Title:		Vice President

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, SouFun Holdings Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized in Beijing, China, on January 31, 2011.

		SOUFUN		HOLDINGS LIMITED
		By: Name:		/s/ Tianquan Vincent Mo   Tianquan Vincent Mo
		Title:		Executive Chairman

     Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on January 31, 2011, in the capacities indicated.

SIGNATURES

Signature		Title
/s/ Tianquan Vincent Mo   Tianquan Vincent Mo		Executive Chairman
/s/ Jiangong Richard Dai   Jiangong Richard Dai		President and Chief Executive Officer
Xuesong Leng		Director
/s/ Thomas Nicholas Hall   Thomas Nicholas Hall		Director
/s/ Quan Zhou   Quan Zhou		Director
/s/ Shan Li   Shan Li		Independent Director
/s/ Qian Zhao   Qian Zhao		Independent Director
Hanhun Sun		Independent Director
/s/ Lanying Guan   Lanying Guan		Chief Financial Officer

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

     Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of SouFun Holdings Limited has signed this Registration Statement in New York, New York, on January 31, 2011.

		Law Debenture Corporate Services Inc.
		By:		/s/ Kate Ledyard
		Name:		Kate Ledyard
		Title:		Manager

INDEX TO EXHIBITS

Exhibit		Sequentially
Number		Numbered Page
(a)(2)		Form of Amendment No. 1 to Deposit Agreement.
(d)		Opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)		Rule 466 Certification