Exhibit 99.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Fang Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value HK$1.00 per share

(Title of Class of Securities)

30711Y300**

(CUSIP Number)

Tianquan Mo

Tower A, No. 20 Guogongzhuang Middle Street

Fengtai District, Beijing 100070

The People’s Republic of China

+86-10-5631 8661

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 13, 2026

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 30711Y300

CUSIP No. 30711Y300

CUSIP No. 30711Y300

CUSIP No. 30711Y300

CUSIP No. 30711Y300

CUSIP No. 30711Y300

CUSIP No. 30711Y300

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Item 1. Security and Issuer.

This Amendment No. 5 (this “Schedule”) is being filed to amend the Schedule 13D initially filed with the U.S. Securities and Exchange Commission on December 28, 2012, as subsequently amended by the Amendment No.1 on June 30, 2016, the Amendment No. 2 on July 20, 2021, the Amendment No. 3 on February 4, 2022, and the Amendment No. 4 on May 24, 2022 (collectively, the “Original 13D”). This Schedule is being filed by the Reporting Persons (as defined in Item 2 below) and relates to Class A ordinary shares, par value HK$1.00 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value HK$1.00 per share (the “Class B Ordinary Shares”) of Fang Holdings Limited, an exempted company with limited liability registered under the laws of the Cayman Islands (the “Issuer”). The address of the principal executive offices of the Issuer is Tower A, No. 20 Guogongzhuang Middle Street, Fengtai District, Beijing 100070, the People’s Republic of China. Except as amended and supplemented herein, the information set forth in the Original 13D remains unchanged.

The Issuer’s American depositary shares (the “ADSs”), evidenced by American Depositary Receipts, each representing ten Class A Ordinary Shares, are quoted on the OTC Markets under the symbol “SFUNY.” As used in this Schedule 13D/A, the term “Ordinary Shares” includes Class A Ordinary Shares and Class B Ordinary Shares.

Certain information contained in this Schedule relates to share ownership of persons other than the Reporting Persons. The Reporting Persons expressly disclaim any liability for any such information and for any other information provided in this Schedule that does not expressly pertain to a Reporting Person.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

This Schedule is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Act”). The members of the group are:

1) Tianquan Mo, a PRC citizen and the founder of the Issuer (“Mr. Mo”);

2) ACE Smart Investments Limited (the “ACE Smart”), a company incorporated under the Laws of Hong Kong, with its registered office at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong; as of the date hereof, ACE Smart is wholly owned by Mr. Mo;

3) Media Partner Technology Limited (“Media Partner”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding, and all of the shares of Media Partner are held in The MC Trust, for which Butterfield Fiduciary Services (Cayman) Limited serves as trustee. Mr. Mo’s wife is the sole director of Media Partner;

4) Next Decade Investments Limited (“Next Decade”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding, and all of the shares of Next Decade are held in KM & KM Trust, for which Credit Suisse Trust Limited serves as trustee. Mr. Mo’s wife is the sole director of Next Decade;

5) Karistone Limited (“Karistone”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding; as of the date hereof, Karistone is wholly owned by Mr. Mo;

6) Ateefa Limited (“Ateefa”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding; as of the date hereof, Ateefa is wholly owned by Mr. Mo;

7) Deanhale Limited (“Deanhale”), a business company incorporated with limited liability under the laws of the British Virgins Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding; as of the date hereof, Deanhale is wholly owned by Mr. Mo;

8) Open Land Holdings Limited (“Open Land”), a company limited by shares incorporated under the Laws of Hong Kong, whose register office is at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong; as of the date hereof, Deanhale is wholly owned by Mr. Mo.

The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of the Reporting Persons as of the date hereof is set forth on Schedule A.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

On December 31, 2025, ACE Smart entered into agreements with two accredited investors pursuant to which ACE Smart agreed to sell, and the investors agreed to purchase, an aggregate of 6,470,026 Class A Ordinary Shares of the Issuer for a total purchase price of USD $3,882,014, representing a purchase price of USD $0.6 per share Pursuant to the terms of the agreements, in the event that, within twelve (12) months following the execution of these agreements, ACE Smart transfers any shares of the Issuer to any person at a price lower than USD $0.6 per share, ACE Smart shall pay the transferees an amount equal to the product of (i) the number of shares transferred and (ii) the difference between USD $0.6 per share and the lower transfer price. The transfer of the shares as contemplated by the agreements was consummated on January 12, 2026.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and replaced with the following:

ACE Smart sold the shares reported herein for the purpose of raising funds and enhancing its liquidity, while continuing to maintain majority ownership of the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis but does not intend to sell shares in the coming twelve (12) months.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated in its entirety as follows:

(a) As of the date hereof, ACE Smart is the record holder of 15,911,318 Class A Ordinary Shares, representing 24.1% of issued and outstanding Class A Ordinary Shares.

As of the date hereof, Media Partner (i) is the record holder of certain employee stock options and restricted shares (exercisable within 60 days of the date hereof), which entitle Media Partner to acquire an additional 1,403,420 Class A Ordinary Shares, representing 2.1% of the issued and outstanding Class A Ordinary Shares; and (ii) is the record holder of 11,355,645 Class B Ordinary Shares, representing 46.7% of the issued and outstanding Class B Ordinary Shares Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights as noted above and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

As of the date hereof, Next Decade (i) is the record holder of 1,123,955 Class A Ordinary Shares, 14,170 Class A Ordinary Shares evidenced by ADSs, and certain employee stock options and restricted shares (exercisable within 60 days of the date hereof) which entitle Next Decade to acquire an additional 1,403,419 Class A Ordinary Shares, representing 3.8% of issued and outstanding Class A Ordinary Shares; and (ii) is the record holder of 10,230,645 Class B Ordinary Shares, and certain employee stock options (exercisable within 60 days of the date hereof) which entitle Next Decade to acquire an additional 1,754,500 Class B Ordinary Shares, representing 49.2% of issued and outstanding Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights as noted above and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

As of the date hereof, Karistone is the record holder of 926,461 Class A Ordinary Shares, representing 1.4% of issued and outstanding Class A Ordinary Shares.

As of the date hereof, Ateefa is the record holder of 957,265 Class A Ordinary Shares, representing 1.4% of issued and outstanding Class A Ordinary Shares.

As of the date hereof, Deanhale is the record holder of 1,472,298 Class A Ordinary Shares, representing 2.2% of issued and outstanding Class A Ordinary Shares.

As of the date hereof, Open Land is the record holder of 441,650 Class A Ordinary Shares, representing 0.7% of issued and outstanding Class A Ordinary Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby amended and replaced with the following:

The information set forth in or incorporated by reference in Item 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6.

Item 7. Materials to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 13, 2026

Schedule A

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value HK$1.00 per share, of Fang Holdings Limited, a company organized under the laws of the Cayman Islands.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning the other parties making the filing unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 13, 2026.

SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this “Agreement”), dated as of December 31, 2025 is entered into by and among ACE SMART INVESTMENTS LIMITED (the “Transferor”), a company incorporated in Hong Kong whose registered office is at Flat/Rm 1901 19/F, Lee Garden One, 33 Hysan Avenue Causeway Bay, HK and            REDACTED              (the “Transferee”), a company incorporated in      REDACTED         REDACTED      (together with the Transferor, the “Parties” and each a “Party”).

RECITALS

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor 3,235,013 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”) on such terms and conditions set forth in this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. SALE AND PURCHASE OF SHARES

2. TRANSFER PRICE

It is agreed that the Shares shall be purchased and sold at a price of USD 0.6 per share, amounting to an aggregate purchase price for such Shares of USD 1,941,007 (the “Transfer Price”).

3. TRANSFER PRICE PAYMENT

It is agreed that the Transferee shall pay the Transferor the aggregate price of USD 1,941,007 within fifteen (15) days following the execution of this Agreement.

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferor and transferee respectively.

4. MAKE-WHOLE ADJUSTMENT

If, within twelve (12) months following the execution of this Agreement, the Transferor transfers any share of the Company to any person (regardless, for the avoidance of doubt, of the number of shares Transferred) at a price lower than US$0.6 per Share, then the Transferor shall pay the Transferee an amount equal to the product of the number of the Shares transferred hereunder multiplied by the difference between US$0.6 per share and such lower transfer price.

5. WARRANTIES AND INDEMNITIES

It is agreed that:

6. TERMINATION

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 6.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

7. AMENDMENT

This Agreement may be amended in writing by both Parties.

8. NOTICES

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

The addresses of each Party are set forth as below:

If to the Transferor:

Address: Beijing Fang Xiang Building A, No.20 Guo Gong Zhuang Middle Street, Fengtai

District, Beijing, China

Attn: Tianquan Mo

Tel: +86-10-56318889

If to the Transferee:

Address:      REDACTED     

Attn:      REDACTED     

Tel:      REDACTED     

Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

9. GOVERNING LAW, DISPUTES AND ARBITRATION

It is agreed that:

[The remainder of this page has been left intentionally blank]

IN WITNESS WHEREOF,

each of the Parties has executed this Share Transfer Agreement:

For and on behalf of ACE SMART INVESTMENTS LIMITED

Signature Page to Share Transfer Agreement

SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this “Agreement”), dated as of December 31, 2025 is entered into by and among ACE SMART INVESTMENTS LIMITED (the “Transferor”), a company incorporated in Hong Kong whose registered office is at Flat/Rm 1901 19/F, Lee Garden One, 33 Hysan Avenue Causeway Bay, HK and          REDACTED          (the “Transferee”), a company incorporated in      REDACTED          REDACTED     (together with the Transferor, the “Parties” and each a “Party”).

RECITALS

WHEREAS, the Transferor intends to sell to the Transferee, and the Transferee intends to purchase from the Transferor 3,235,013 class A ordinary shares (the “Shares”) of Fang Holdings Limited (the “Company”) on such terms and conditions set forth in this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. SALE AND PURCHASE OF SHARES

2. TRANSFER PRICE

It is agreed that the Shares shall be purchased and sold at a price of USD 0.6 per share, amounting to an aggregate purchase price for such Shares of USD 1,941,007 (the “Transfer Price”)

3. TRANSFER PRICE PAYMENT

It is agreed that the Transferee shall pay the Transferor the aggregate price of USD 1,941,007 within fifteen (15) days of following the execution of this Agreement.

The costs and expenses of registering the sale and purchase of the Shares (if any) shall be borne by the Transferor and transferee respectively.

4. MAKE-WHOLE ADJUSTMENT

If, within twelve (12) months following the execution of this Agreement, the Transferor transfers any share of the Company to any person (regardless, for the avoidance of doubt, of the number of shares Transferred) at a price lower than US$0.6 per Share, then the Transferor shall pay the Transferee an amount equal to the product of the number of the Shares transferred hereunder multiplied by the difference between US$0.6 per share and such lower transfer price.

5. WARRANTIES AND INDEMNITIES

It is agreed that:

6. TERMINATION

Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 6.1 shall not be available to any Party whose failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Transfer to be consummated on or before the Longstop Date.

7. AMENDMENT

This Agreement may be amended in writing by both Parties.

8. NOTICES

Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

The addresses of each Party are set forth as below:

If to the Transferor:

Address: Beijing Fang Xiang Building A, No.20 Guo Gong Zhuang Middle Street, Fengtai

District, Beijing, China

Attn: Tianquan Mo

Tel: +86-10-56318889

If to the Transferee:

Address:      REDACTED     

Attn:      REDACTED     

Tel:      REDACTED     

Any party may change or supplement the addresses given above by giving the other Party written notice of the new address in the manner set forth above.

9. GOVERNING LAW, DISPUTES AND ARBITRATION

It is agreed that:

[The remainder of this page has been left intentionally blank]

IN WITNESS WHEREOF,

each of the Parties has executed this Share Transfer Agreement:

For and on behalf of ACE SMART INVESTMENTS LIMITED

Signature Page to Share Transfer Agreement