UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _______________________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _______________________
Commission file number 001-39109
Fangdd Network Group Ltd.
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name into English)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Room 4106, Building 12B1
Shenzhen Bay Ecological Technology Park
Nanshan District, Shenzhen, 518063
People’s Republic of China
(Address of Principal Executive Offices)
Xi Zeng
Chief Executive Officer
Room 4106, Building 12B1
Shenzhen Bay Ecological Technology Park
Nanshan District, Shenzhen, 518063
People’s Republic of China
Phone: +86 755 2699 8968
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
American depositary shares, each representing
5,625 Class A ordinary shares, par value
US$0.0000001 per share
Class A ordinary shares, par value US$0.0000001
per share*
Trading Symbol(s)
DUO
Name of each exchange on which registered
The Nasdaq Global Market
The Nasdaq Global Market*
* Not for trading, but only in connection with the listing on the Nasdaq Global Market of American depository shares, each representing 5,625 Class A
ordinary shares
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2023, there were (i) 33,312,108,296 Class A ordinary shares issued and outstanding, par value of US$0.0000001 per share (excluding
3,189,458,625 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under
our share incentive plans and upon the exercise of warrants issued on July 19, 2023), (ii) 490,418,360 Class B ordinary shares issued and outstanding, par
value of US$0.0000001 per share, and (iii) 7,071,427 Class C ordinary shares issued and outstanding, par value of US$0.0000001 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the
Exchange Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
TABLE OF CONTENTS
PART I
PART II
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
INFORMATION ON THE COMPANY
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
FINANCIAL INFORMATION
THE OFFER AND LISTING
ADDITIONAL INFORMATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PRINCIPAL ACCOUNTANT FEES AND SERVICES
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
CONTROLS AND PROCEDURES
[RESERVED]
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E.
ITEM 16F.
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I.
ITEM 16J.
ITEM 16K. CYBERSECURITY
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
INSIDER TRADING POLICIES
PART III
ITEM 17.
ITEM 18.
ITEM 19.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
EXHIBITS
SIGNATURES
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Conventions Used in this Annual Report
In this annual report, unless otherwise indicated or the context otherwise requires:
INTRODUCTION
● “active agents” refer to real estate agents who have visited our marketplace and used one or more of its functions within a period of time;
● “ADSs” refer to the American depositary shares, each of which represents 5,625 of our Class A ordinary shares and “ADRs” refer to the American
depositary receipts that evidence our ADSs;
● “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong, and Macau;
● “Class A ordinary shares” refer to our class A ordinary shares, par value US$0.0000001 per share;
● “Class B ordinary shares” refer to our class B ordinary shares, par value US$0.0000001 per share;
● “Class C ordinary shares” refer to our class C ordinary shares, par value US$0.0000001 per share;
● “closed-loop GMV” refers to the GMV of closed-loop transactions facilitated in our marketplace during the specified period;
● “closed-loop transactions” refer to property transactions of which the major steps are completed or managed by real estate agents in our marketplace;
● “commission-based GMV” refers to the GMV of commission-based transactions facilitated in our marketplace during the specified period;
● “commission-based transactions” refer to property transactions from which we derive base commission revenue, which are currently comprised of
new property transactions facilitated in our marketplace;
● “Fangdd Network,” “variable interest entity” or “VIE” refers to Shenzhen Fangdd Network Technology Co., Ltd., a company incorporated in China
in 2011;
● “GMV” refers to gross merchandise value, which is calculated as the total value of all transactions we facilitate on our marketplace, including the
value of the new property sales and resale property transactions and the total rent of the rental property transactions;
● “new properties” refer to new residential properties, including new developments and ongoing projects from real estate developers;
● “ordinary shares” refer to our Class A ordinary shares, Class B ordinary shares and Class C ordinary shares;
● “resale properties” refer to previously-owned residential properties for sale;
● “RMB” and “Renminbi” refer to the legal currency of China;
● “SaaS” refers to software as a service, a cloud-based software licensing and delivery model in which software and associated data are centrally
hosted;
● “US$,” “U.S. dollars,” “$” or “dollars” refers to the legal currency of the United States; and
● “we,” “us,” “our company,” “our” and “Fangdd Cayman” refer to Fangdd Network Group Ltd., a Cayman Islands exempted company, and its
subsidiaries and, only in the context of describing our operations and consolidated financial information, also include the consolidated VIE and its
subsidiaries, which are domestic PRC companies that conduct business operations in China in which we do not have any equity ownership but whose
financial results have been consolidated into our consolidated financial statements based solely on contractual arrangements in accordance with U.S.
GAAP.
Our reporting currency is Renminbi because our business is mainly conducted in China and all of our revenues are denominated in Renminbi. This annual
report contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise stated, all
translations from Renminbi into U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at the rate of RMB7.0999 to US$1.00, the
exchange rate in effect as of December 29, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make
no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any
particular rate, or at all.
ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that reflect our current expectations and views of future events. These forward-looking statements
are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other
factors, including those listed under “Item 3. Key Information—D. Risk Factors,” may cause our actual results, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements.
You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy
and financial needs. These forward-looking statements include, but are not limited to, statements about:
● our mission and strategies;
● our future business development, financial condition and results of operations;
● expected changes in our revenues, costs or expenditures;
● our expectations regarding demand for and market acceptance of our services;
● competition in our industry;
● risks related to our corporate structure, in particular the VIE structure;
● government policies and regulations related to our industry;
● assumptions underlying or related to any of the foregoing.
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and
with the understanding that our actual future results may be materially different from what we expect. Other sections of this annual report include additional
factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and
uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of
all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate
only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to
update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events.
iii
PART I
Investing in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Item 3. Key Information—D. Risk Factors”
in this annual report.
Our Holding Company Structure and Contractual Arrangements with the VIE and Its Shareholders
Fangdd Network Group Ltd. is not an operating company but a Cayman Islands holding company with operations conducted by (i) its subsidiaries, and
(ii) the VIE and the subsidiaries of the VIE with which it has maintained contractual arrangements. Foreign ownership in the business involving value-added
telecommunications service, including internet real estate services (except for e-commerce, domestic conferencing, store-and-forward, and call center
services), is subject to significant restrictions under current PRC laws, rules and regulations. Accordingly, we conduct these operations in China through
Shenzhen Fangdd Network Technology Co., Ltd., or Fangdd Network or the VIE, and the VIE’s subsidiaries. A series of contractual arrangements were
entered into among one of our wholly owned PRC subsidiaries, Shenzhen Fangdd Information Technology Co., Ltd., which we refer to as Shenzhen Fangdd or
the WFOE, the VIE and the VIE’s nominee shareholders, which we refer to as the Fangdd Network VIE Agreements. These agreements allow the WFOE to
(i) direct the activities of the VIE and the VIE’s subsidiaries that most significantly impact the economic performance of the VIE and the VIE’s subsidiaries;
(ii) receive substantially all of the economic benefits of the VIE and the VIE’s subsidiaries; and (iii) have an exclusive option to purchase all or part of the
equity interest in the VIE when and to the extent permitted by PRC law. As a result of the Fangdd Network VIE Agreements, we are the primary beneficiary of
the VIE for accounting purposes and treat it as a PRC consolidated entity under U.S. GAAP. We consolidate the financial results of the VIE and its
subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. Neither we nor our investors own any equity ownership in, direct foreign
investment in, or control through such ownership/investment of the VIE. These Fangdd Network VIE Agreements have not been tested in a court of law in the
PRC. As a result, investors in our ADSs are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a
Cayman Islands holding company.
As used in this annual report, (i) “Fangdd Network,” “variable interest entity” or “VIE” refers to Shenzhen Fangdd Network Technology Co., Ltd., a
company incorporated in the People’s Republic of China; (ii) “Shenzhen Fangdd” or “WFOE” refers to Shenzhen Fangdd Information Technology Co., Ltd.;
(iii) “Fangdd Cayman” or “our holding company” refers to Fangdd Network Group Ltd., our Cayman Islands holding company; and (iv) “we,” “us,” “our
company,” or “our” refer to Fangdd Network Group Ltd. and its subsidiaries and, only in the context of describing our operations and consolidated financial
information, also include the VIE and its subsidiaries.
Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. Our holding company that investors will own may
never have a direct ownership interest in the businesses that are conducted by the VIE and its subsidiaries. If the PRC government finds that the agreements
that establish the structure for operating our business in China do not comply with PRC laws and regulations, or if these regulations or the interpretation of
existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in the
operations of the VIE. This would result in the VIE being deconsolidated. The majority of our assets, including the necessary licenses to conduct business in
China, are held by the VIE. A significant part of our revenue is generated by the VIE. An event that results in the deconsolidation of the VIE would have a
material adverse effect on our operations and result in the ADSs diminishing substantially in value or even becoming worthless. Our holding company, the
WFOE, the VIE and our investors face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual
arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole. For a detailed description
of the risks associated with our corporate structure, see “Item 3. Key Information—D. Risk Factors— Risks Related to Our Corporate Structure” in this annual
report.
We and the VIE face various legal and operational risks and uncertainties related to doing business in Mainland China and Hong Kong. A significant part
of our business operations in China are conducted through the VIE, and we are subject to complex and evolving PRC laws and regulations. For example, we
and the VIE face risks associated with regulatory approvals on offshore offerings, the use of variable interest entities, anti-monopoly regulatory actions, and
oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States
or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely
hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. For a
detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”
1
The Holding Foreign Companies Accountable Act
Pursuant to the Holding Foreign Companies Accountable Act, or the HFCA Act, if the U.S. Securities and Exchange Commission, or the SEC, determines
that a company retains a foreign accounting firm that cannot be subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB,
for two consecutive years, the SEC will prohibit its securities from being traded on a national securities exchange or in the over-the-counter trading market in
the United States. On December 16, 2021, the PCAOB issued a report relaying to the SEC its determinations that the board was unable to inspect or
investigate completely registered public accounting firms in Mainland China and Hong Kong. In March 2022, the SEC issued its first “Conclusive list of
issuers identified under the HFCA Act” indicating that those companies were formally subject to the delisting provisions. In May 2022, we were conclusively
identified by the SEC under the HFCA Act due to the fact that our previous auditor was located in Mainland China and could not be inspected by the PCAOB.
On August 26, 2022, the PCAOB signed with the China Securities Regulatory Commission, or the CSRC, and the Ministry of Finance of the PRC a
Statement of Protocol, which gives the PCAOB sole discretion to select the firms, audit engagements and potential violations it inspects and investigates and
put in place procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to
retain information as needed. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed Mainland
China and Hong Kong from the list of jurisdictions where it was unable to inspect or investigate completely registered public accounting firms. Each year, the
PCAOB will determine whether it can inspect and investigate completely audit firms in Mainland China and Hong Kong, among other jurisdictions.
Our current auditor, a Singapore-based accounting firm that is registered with the PCAOB, can be inspected under the PCAOB requirements. However, if
the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in Mainland China and Hong
Kong, it may create uncertainties about the ability of our current auditor to fully cooperate with the PCAOB’s request for audit workpapers. Such lack of
inspection could cause trading in our securities to be prohibited under the HFCA Act and ultimately result in a determination by a securities exchange to delist
our securities. If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange
or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our
ADSs when you wish to do so, and the risk and uncertainty associated with delisting would cause our ADSs to significantly decline in value or become
worthless. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material
adverse impact on our business, financial condition, and prospects. For more details, see “Item 3. Key Information—D. Risk Factors —Risks Related to Doing
Business in China—Our ADSs may be prohibited from trading in the United States under the HFCA Act in the future if the PCAOB is unable to inspect or
investigate completely auditors located in China. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value
of your investment.”
Permissions Required from the PRC Authorities for Our Operations
We conduct our business primarily through our PRC subsidiaries, the VIE and the VIE’s subsidiaries in China. Our operations in China are governed by
PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries, the VIE and the VIE’s subsidiaries have obtained the requisite licenses
and permits from the PRC government authorities that are material for the business operations of our subsidiaries and the consolidated affiliated entities in
China, including, among others, the Value-Added Telecommunication Business Operating License and the Certificate of Filing of Real Estate Brokerage
Business. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government
authorities, we may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more
detailed information, see “Item 3. Key Information—D. Risk Factors—Risks related to Our Business and Industry—If we fail to obtain or keep licenses,
permits or approvals applicable to the various real estate services provided by us, we may incur significant financial penalties and other government
sanctions.”
2
The PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers. For example, on February 17, 2023, the CSRC promulgated a set of new regulations, including the Trial Administrative
Measures of Overseas Securities Offerings and Listings by Domestic Companies, or the Trial Measures, and five supporting guidelines. The regulations came
into effect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to
the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified. Where a PRC domestic company indirectly
offers and lists securities in overseas markets, the issuer shall designate a major domestic operating entity to file with the CSRC. Companies, like us, that are
already listed overseas as of March 31, 2023 are not required to make an immediate filing with the CSRC until a subsequent offering, in which case a filing
should be made with the CSRC within the timeframe required by the Trial Measures. Failure to complete the filing required by the Trial Measures may result
in a warning and a fine between RMB1 million and RMB10 million as for the domestic entity. Additionally, on December 28, 2021, the Cyberspace
Administration of China, or the CAC, together with another twelve regulatory authorities jointly issued the Cybersecurity Review Measures, which came into
effect on February 15, 2022. The Cybersecurity Review Measures require that, the purchase of cyber products and services by critical information
infrastructure operator and the data processing activities engaged in by network platform operators, which affects or may affect national security, shall be
subject to cybersecurity review. Further, an online platform operator that possesses personal data of more than one million users shall declare to the Office of
Cybersecurity Review for cybersecurity review before listing in a foreign country. For more detailed information, see “Item 3. Key Information—D. Risk
Factors—Risks related to Doing Business in China—The approval of and the filing with the CSRC, CAC or other PRC governmental authorities may be
required in connection with our future offshore offerings under PRC law and if required, we cannot predict whether or how soon we will be able to obtain such
approval or complete such filing.”
We submitted a filing to the CSRC on July 24, 2023 for our registered offering conducted on July 18, 2023 and closed on July 19, 2023. The filing is
currently under the CSRC’s review as of the date of this annual report. Other than this filing, under current PRC laws, regulations and regulatory rules, as of
the date of this annual report, we, our PRC subsidiaries, the VIE and the VIE’s subsidiaries, (i) are not required to obtain permissions or approvals from the
CSRC except that a filing should be made with the CSRC within the timeframe required by the Trial Measures, and (ii) are not required to go through
cybersecurity review by the CAC, because (i) the ownership structures of our PRC subsidiaries and VIE were not established through acquisition of equity
interest or assets of any PRC domestic company by foreign entities as defined under the Regulations on Mergers and Acquisitions of Domestic Enterprises by
Foreign Investor, and (ii) the Cybersecurity Review Measures do not provide any explanation or interpretation of “affect or may affect national security.” In
addition, we, our PRC subsidiaries, the VIE and the VIE’s subsidiaries have not been asked to obtain or denied such permissions by any PRC authority, nor
have we received any inquiry, notice, warning or sanctions regarding our corporate structure and contractual arrangements from the CSRC, CAC or any other
PRC governmental agency. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws.
Accordingly, a PRC government agency may take a view that is contrary to the above conclusion.
Doing Business in China
We and the VIE face risks and uncertainties related to doing business in China in general, including, but not limited to, the following:
● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and
operations. The enforcement of laws and regulations in China could be uncertain and the rules and policies in China may change quickly with little
advance notice, which could result in a material adverse change in our operations and the value of our ADSs. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a
material adverse change in our operations and the value of our ADSs;”
● The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of
our ADSs. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our ADSs.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of
such securities to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in
China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the
value of our ADSs;” and
3
● We believe that we are not required to submit an application for the approval under the M&A Rules for an offshore offering. However, the approval
and/or other requirements of the CSRC, CAC or other PRC governmental authorities may be required under future laws and regulations in connection
with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such
approval. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding offshore offering from the
CSRC, CAC or any other PRC government authorities. Any failure to obtain or delay in obtaining the requisite governmental approval for an
offering, or a rescission of such approval, may subject us to sanctions imposed by the relevant PRC regulatory authority. See “Item 3. Key
Information—D. Risk Factors —Risks Related to Doing Business in China—The approval of and the filing with the CSRC, CAC or other PRC
governmental authorities may be required in connection with our future offshore offerings under PRC law and if required, we cannot predict whether
or how soon we will be able to obtain such approval or complete such filing.”
Since 2021, the PRC government has initiated a series of regulatory actions and guidelines to regulate business operations in China, including cracking
down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the
scope of cybersecurity reviews and strength the administration on data cross-border transfer, regulating overseas securities offering and listing, and expanding
the efforts in anti-monopoly enforcement, which may impact our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign
exchange.
● On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly made
public the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to
strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take
effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based
overseas-listed companies. As these opinions are recently issued, official guidance and related implementation rules have not been issued yet and the
interpretation of these opinions remains unclear at this stage.
● The PRC Data Security Law, which was promulgated by the Standing Committee of PRC National People’s Congress, or the SCNPC, on June 10,
2021 and became effective on September 1, 2021, outlines the main system framework of data security protection. The Personal Information
Protection Law, which was promulgated by the SCNPC on August 20, 2021 and became effective on November 1, 2021, outlines the main system
framework of personal information protection and processing. Given that these laws were recently promulgated or issued, their interpretation,
application and enforcement are subject to substantial uncertainties.
● The PRC government authorities have taken steps to limit the method and manner that the internet companies may apply when using the algorithms.
For instance, the CAC, together with eight other government authorities, jointly issued the Guidelines on Strengthening the Comprehensive
Regulation of Algorithms for Internet Information Services on September 17, 2021, which provide that daily monitoring of data use, application
scenarios, and effects of algorithms must be carried out by the relevant regulators, and relevant regulators should conduct security assessments of
algorithms. The guidelines also provide that an algorithm filing system should be established, and classified security management of algorithms
should be promoted. In addition, on December 31, 2021, the CAC, the Ministry of Industry and Information Technology of the PRC, or the MIIT, the
Ministry of Public Security, and the State Administration for Market Regulation, the SAMR, promulgated the Administrative Provisions on Internet
Information Service Algorithm-Based Recommendation, which became effective on March 1, 2022. The Administrative Provisions on Internet
Information Service Algorithm-Based Recommendation stipulate that algorithm-based recommendation service providers should inform users of their
provision of algorithm-based recommendation services in a conspicuous manner, and publicize the basic principles, purpose intentions, and main
operating mechanisms of algorithm-based recommendation services in an appropriate manner, and shall provide users with the function of selecting
or deleting user tags based on their personal characteristics used for algorithm recommendation services. Regulatory requirements and enforcement
regarding the Administrative Provisions on Internet Information Service Algorithm-Based Recommendation are constantly evolving, and the levels of
practice in industrial implementation are not same. We will continue to take necessary measures and will closely monitor the regulatory development
and adjust our business operations from time to time to comply with the regulations over algorithm-based recommendation.
4
● On November 14, 2021, the CAC published the draft Regulations for the Administration of Cyber Data Security, or the Draft Data Security
Regulations, for public comments until December 13, 2021. The Draft Data Security Regulations require that a data processor who processes
personal information of more than one million individuals shall (i) go through the cyber security review if it intends to be listed in a foreign country;
(ii) report to the local CAC within 15 working days once identifying any important data. Where data processors conduct merger, reorganization
separation, or otherwise, the data recipient shall continue to perform its data security protection obligations, and the data processor shall report to the
local competent department if personal information of more than one million people is involved. The Draft Data Security Regulations also require a
data processor processing important data or being listed outside China shall carry out data security assessment annually by itself or through a third-
party data security service provider and submit assessment report to local agency of the CAC. As no detailed rules or implementation of the Draft
Data Security Regulations have been issued, the CAC and the PRC governmental authorities may have wide discretion in the interpretation and
enforcement of these regulations. It also remains uncertain whether the future regulatory changes would impose additional restrictions on companies
like us. We cannot predict the impact of the Draft Data Security Regulations, if any, at this stage, and we will closely monitor and assess any
development in the rulemaking process. If the enacted version of the Draft Data Security Regulations requires any clearance of cybersecurity review
and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.
If we are not able to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, we may be subject to government
enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, among other sanctions, which could
materially and adversely affect our business and results of operations.
● On December 28, 2021, the CAC and 12 other PRC regulatory authorities jointly revised and issued the Cyber Security Review Measures. The Cyber
Security Review Measures provide, among others, (i) the purchase of cyber products and services by critical information infrastructure operators that
affects or may affect national security and the data processing activities engaged in by network platform operators that affect or may affect national
security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation
of cybersecurity review under the CAC; and (ii) the network platform operators with personal information data of more than one million users that
seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office. However, the Cyber Security
Review Measures do not provide any explanation or interpretation of “affect or may affect national security”, and the Chinese government may have
broad discretion in interpreting and enforcing these laws and regulations. We cannot predict the impact of the Cyber Security Review Measures, if
any, at this stage, and we will closely monitor and assess the statutory developments in this regard.
● On July 7, 2022, the CAC issued the Measures for the Security Assessment of Data Cross-border Transfer, which became effective on September 1,
2022. The Measures for the Security Assessment of Data Cross-border Transfer require that any data processor providing important data collected
and generated during operations within the territory of the PRC or personal information that should be subject to security assessment according to law
to an overseas recipient shall conduct security assessment. The Measures for the Security Assessment of Data Cross-border Transfer provide four
circumstances, under any of which data processors shall, through the local cyberspace administration at the provincial level, apply to the national
cyberspace administration for security assessment of data cross-border transfer. These circumstances include (i) where a data processor transfers
important data overseas; (ii) where a critical information infrastructure operator, or a data processor processing the personal information of more than
one million individuals, who, in either case, transfers personal information overseas; (iii) where a data processor who has, since January 1 of the
previous year cumulatively transferred overseas the personal information of more than 100,000 individuals, or the sensitive personal information of
more than 10,000 individuals; or (iv) other circumstances under which security assessment of data cross-border transfer is required as prescribed by
the national cyberspace administration. Any failure to comply with such requirements may subject us to, among others, suspension of services, fines,
revoking relevant business permits or business licenses and penalties.
5
● On February 17, 2023, the CSRC promulgated a set of new regulations, including the Trial Administrative Measures of Overseas Securities Offerings
and Listings by Domestic Companies, or the Trial Measures, and five supporting guidelines. The regulations came into effect on March 31, 2023. The
Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based
administration. Requirements for filing entities, time points and procedures are specified. Where a PRC domestic company indirectly offers and lists
securities in overseas markets, the issuer shall designate a major domestic operating entity to file with the CSRC. Companies that are already listed
overseas as of March 31, 2023 are not required to make an immediate filing with the CSRC until a subsequent offering, in which case a filing should
be made with the CSRC within the timeframe required by the Trial Measures. Failure to complete the filing required by the Trial Measures may result
in a warning and a fine between RMB1 million and RMB10 million as for the domestic entity. However, uncertainty remains as to the details of these
regulations and their interpretation and implementation upon promulgation.
● The State Anti-Monopoly Bureau, the anti-monopoly enforcement agency in the PRC, has in recent years strengthened enforcement under the Anti-
Monopoly Law, including conducting investigations and levying significant fines with respect to concentration of undertakings, cartel activity,
monopoly agreements and abusive behavior by companies with market dominance. In February 2021, the Anti-Monopoly Committee of the State
Council published the guideline that aims at specifying some of the circumstances under which an activity of internet platforms may be identified as a
monopolistic act as well as setting out merger controlling filing procedures involving variable interest entities. We cannot assure you that we will not
be affected, either directly or indirectly, by the strengthened enforcements actions taken by the authority. In addition, in order to comply with existing
and new anti-monopoly laws, regulations and guidance which are constantly evolving, we may need to devote additional resources and efforts, which
may adversely affect our business, growth prospects, and the value of our ADSs, and any incompliance or associated inquiries, investigations and
other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to
liabilities or administrative penalties, and materially and adversely affect our financial condition, operations and business prospects.
For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in
China” and “Item 4. Information on the Company—B. Business Overview—Regulation” in this annual report on Form 20-F.
Cash Flows Through Our Organization
Under our current corporate structure, we may rely on dividend payments from our subsidiaries, to fund any cash and financing requirements we may
have. As of the date of this annual report, none of our subsidiaries have ever issued any dividends or made other distributions to us or their respective holding
companies nor have we or any of our subsidiaries ever paid dividends or made other distributions to U.S. investors. We currently intend to retain all future
earnings to finance business operations. As a result, we do not expect to pay any cash dividends in the foreseeable future. Any limitation on the ability of our
subsidiaries to distribute dividends to us or on the ability of the VIE to make payments to us may restrict our ability to satisfy our liquidity requirements. If any
of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. To the
extent cash in the business is in the PRC or a PRC entity, and may need to be used to fund operations outside of the PRC, the funds may not be available due
to limitations placed by the government. For more details, see “Item 3. Key Information—A. [Reserved]—Transfer of Cash Through Our Organization,” “Item
3. Key Information—A. [Reserved]—Impact of Taxation on Dividends or Distributions,” and “Item 3. Key Information—A. [Reserved]—Restrictions and
Limitations on Transfer of Capital.”
6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
Our Corporate Structure and Related Risks
Fangdd Network Group Ltd. is not an operating company but a Cayman Islands holding company with operations conducted by (i) its subsidiaries and (ii)
the VIE and the subsidiaries of the VIE with which it has maintained contractual arrangements. Foreign ownership in the business involving value-added
telecommunications service (except for e-commerce, domestic conferencing, store-and-forward, and call center services), including internet real estate
services, is subject to significant restrictions under current PRC laws, rules and regulations. Accordingly, we conduct these operations in China through
Shenzhen Fangdd Network Technology Co., Ltd., or Fangdd Network or the VIE, and the VIE’s subsidiaries and rely on contractual arrangements among our
wholly owned subsidiary Shenzhen Fangdd Information Technology Co., Ltd., or Shenzhen Fangdd or the WFOE, the VIE and the VIE’s shareholders to
consolidate the VIE’s financial results in accordance with U.S. GAAP. As used in this annual report, “we,” “us,” “our company,” “our” and “Fangdd Cayman”
refer to Fangdd Network Group Ltd. and its subsidiaries, and, only in the context of describing our operations and consolidated financial information, also
include the consolidated VIE and its subsidiaries. Fangdd Network Group Ltd. has no equity ownership in the VIE and its subsidiaries. Therefore, investors
investing in the ADSs are not purchasing equity interest in the consolidated VIE and its subsidiaries but instead are purchasing equity interest in a Cayman
Islands holding company.
7
The following chart illustrates our corporate structure as of the date of this annual report.
(1) Shareholders of Fangdd Network are Xi Zeng, Yi Duan, Wei Zhang, Li Zhou, Jiaorong Pan, and Ying Lu, holding 46.62%, 31.95%, 9.00%, 8.88%,
2.66%, and 0.90%, respectively, of the equity interest in Fangdd Network. Xi Zeng is our chairman of the board of directors and chief executive officer. Yi
Duan is our director. Jiaorong Pan is our director and chief operating officer.
(2) As of the date of this annual report, Fangdd Network had 12 wholly owned subsidiaries.
Contractual Arrangements with the VIE and Its Shareholders
Neither we nor our subsidiaries own any equity interest in the VIE. The equity interest in the VIE is legally held by individuals who act as nominee
shareholders of the VIE on behalf of the WFOE. A series of contractual arrangements were entered into between the WFOE, the VIE and the VIE’s
shareholders, which we refer to as the Fangdd Network VIE Agreements. The Fangdd Network VIE Agreements were originally entered into in March 2014
and subsequently amended to include registration of the Equity Interest Pledge Agreements with the relevant registration authority. Certain Fangdd Network
VIE Agreements were further amended when three nominee shareholders transferred equity interest in Fangdd Network to other nominee shareholders in 2017
and another three nominee shareholders transferred their equity interest to the remaining nominee shareholders in 2023. The Fangdd Network VIE Agreements
allow the WFOE to (i) direct the activities of the VIE and the VIE’s subsidiaries that most significantly impact the economic performance of the VIE and the
VIE’s subsidiaries; (ii) receive substantially all of the economic benefits of the VIE and the VIE’s subsidiaries; and (iii) have an exclusive option to purchase
all or part of the equity interest in the VIE when and to the extent permitted by PRC law. As a result of the Fangdd Network VIE Agreements, we are the
primary beneficiary of the VIE for accounting purposes and treat it as a PRC consolidated entity under U.S. GAAP, and we consolidate the financial results of
the VIE in our consolidated financial statements in accordance with U.S. GAAP.
8
The Fangdd Network VIE Agreements include Business Operation Agreement, Powers of Attorney, Equity Interest Pledge Agreements, Option
Agreements, Operation Maintenance Service Agreement and Technology Development and Application Service Agreement. The following is a brief
description of the Fangdd Network VIE Agreements:
● Business Operation Agreement. The WFOE, the VIE and the VIE’s shareholders have entered into a business operation agreement (including
subsequent amendments, supplement and re-signing), pursuant to which the VIE and its shareholders undertake that without the WFOE’s prior
written consent, the VIE shall not enter into any transactions that may have material effects on the VIE’s assets, obligations, rights or business
operations. Additionally, the VIE’s shareholders undertake that without the WFOE’s prior written consent, they shall not (i) sell, transfer, pledge or
otherwise dispose of any rights associated with their equity interests in the VIE, (ii) approve any merger or acquisition of the VIE, (iii) take any
actions that may have a material adverse effect on the VIE’s assets, businesses and liabilities, or sell, transfer, pledge or otherwise dispose or impose
other encumbrances of any assets, businesses or income of the VIE, (iv) request the VIE to declare dividend or make other distribution, (v) amend the
VIE’s articles of association, or (vi) increase, decrease or otherwise change the VIE’s registered capital. The WFOE may request the VIE to transfer
at any time all the intellectual property rights held by the VIE to the WFOE or any person designated by the WFOE. The VIE and certain of its
shareholders shall be jointly and severally responsible for the performance of their obligations under this agreement.
● Powers of Attorney. Each shareholder of the VIE has issued a power of attorney, appointing Mr. Xi Zeng, the person designated by the WFOE, as
such shareholder’s attorney-in-fact to exercise all shareholder rights.
● Equity Interest Pledge Agreements. Each shareholder of the VIE has entered into an equity interest pledge agreement with the WFOE and the VIE,
pursuant to which, the shareholder has pledged all of his or her equity interests in the VIE to the WFOE to guarantee the performance by the VIE and
its shareholders of their obligations under the master agreements, which include the technology development and application service agreement, the
operation and maintenance service agreement, the business operation agreement and the option agreements.
● Option Agreements. The WFOE, the VIE and each of the VIE’s shareholders have entered into an option agreement (including subsequent
amendments, supplement and re-signing), pursuant to which the VIE’s shareholder has irrevocably granted the WFOE an exclusive option, to the
extent permitted by PRC law, to purchase, or have its designated person or persons to purchase, at its discretion all or part of the shareholder’s equity
interests in the VIE or all or part of the VIE’s assets. The purchase price shall be a nominal price unless where PRC laws and regulations require
valuation of the equity interests or the assets, or promulgate other restrictions on the purchase price, or otherwise prohibit purchasing the equity
interests or the assets at a nominal price.
● Operation Maintenance Service Agreement. The WFOE and the VIE have entered into an operation maintenance service agreement, pursuant to
which the WFOE has the exclusive right to provide the VIE with operation maintenance services and marketing services. Without the WFOE’s
written consent, the VIE shall not engage any third party to provide the services covered by this agreement. The VIE agrees to pay service fees on an
annual basis and at an amount determined by the WFOE.
● Technology Development and Application Service Agreement. The WFOE and the VIE have entered into a technology development and application
service agreement, pursuant to which, the WFOE has the exclusive right to provide the VIE with technology development and application services.
Without the WFOE’s written consent, the VIE shall not accept any technology development and application services covered by this agreement from
any third party. The VIE agrees to pay service fees on an annual basis and at an amount determined by the WFOE.
9
For a summary of the material provisions of the Fangdd Network VIE Agreements, please refer to “Item 4. Information on the Company—C.
Organizational Structure” in this annual report on Form 20-F.
The contractual arrangements may not be as effective as direct ownership in providing us with control over Fangdd Network, and we may incur
substantial costs to enforce the terms of the arrangements. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United
States. As a result, uncertainties in the PRC legal system could limit our ability, as a Cayman Islands holding company, to enforce these contractual
arrangements and doing so may be quite costly. There are also substantial uncertainties regarding the interpretation and application of current and future PRC
laws, regulations and rules on the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its
shareholders. It is uncertain whether any new PRC laws, rules or regulations related to VIE structures will be adopted or if adopted, what effect they may have
on our corporate structure. If, as a result of such contractual arrangements, we or Fangdd Network is found to be in violation of any existing or future PRC
laws or regulations, or such contractual arrangement is determined as illegal and invalid by the PRC court, arbitral tribunal or regulatory authorities, the
relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. For a detailed description of the risks
associated with our corporate structure, please refer to risks disclosed under “Item 3.D. Key Information—Risk Factors— Risks Related to Our Corporate
Structure” in this annual report on Form 20-F.
We and the VIE are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:
● We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. As of the date of
this annual report, based on the opinion of our PRC legal counsel, we believe that our PRC subsidiaries and the VIE are not subject to permission
requirements from the CSRC, the CAC, nor any other entity to approve these contractual arrangements. However, PRC laws and regulations
governing the approval of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting
these laws and regulations. Accordingly, the PRC regulatory authorities may take a view that is contrary to the view of our PRC counsel. There can
be no assurance that the PRC government authorities such as the Ministry of Commerce, or the MOFCOM, the MIIT, or other authorities that
regulate our business and other participants in the telecommunications industry, would agree that our corporate structure or any of the above
contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or
policies that may be adopted in the future. PRC laws and regulations governing the approval of these contractual arrangements are uncertain and the
relevant government authorities have broad discretion in interpreting these laws and regulations. As of the date of this annual report, we have not
received any inquiry, notice, warning, or sanctions regarding our corporate structure and contractual arrangements from the CSRC, CAC or any other
PRC government authorities. If we inadvertently conclude that approvals are not required, or if these regulations change or are interpreted differently
and we are required to obtain approval in the future, our shares may decline in value or become worthless if we are unable to assert our contractual
control rights over the assets of our PRC subsidiaries that conduct all or substantially all of our operations. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Our Corporate Structure—If the PRC government deems that our contractual arrangements with the VIE do not comply
with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations
change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations;”
● We rely on contractual arrangements with the VIE and its shareholders for our business operations, and these contractual arrangements may not be as
effective as direct ownership in providing us with control over the VIE. We rely on the performance by the VIE and its shareholders of their
obligations under the contracts to exercise control over the VIE. The shareholders of the VIE may not act in the best interests of us or may not
perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portion of our business
through the contractual arrangements with the VIE. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We
rely on contractual arrangements with the VIE and its shareholders to exercise control over our business, which may not be as effective as direct
ownership in providing operational control;”
10
● Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse
effect on our business. If the VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to
incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law,
including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC law. See
“Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Any failure by the VIE or its shareholders to perform their
obligations under our contractual arrangements with them would have a material and adverse effect on our business;” and
● The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial
condition. The shareholders of the VIE may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have
with them and the VIE, which would have a material adverse effect on our ability to effectively control the VIE and receive economic benefits from
them. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which
could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have potential conflicts of interest with
us, which may materially and adversely affect our business and financial condition.”
Financial Information Related to the VIE and Parent
Set forth below are the condensed consolidating schedules showing the results of operations, financial position and cash flows for our holding company,
the VIE and its subsidiaries and our other subsidiaries, eliminating adjustments and consolidated totals for the periods and as of the dates presented.
Condensed Consolidated Schedule of Results of Operations
Condensed Consolidated Schedule of Results of Operations
Parent
For the Year Ended December 31, 2023
VIE and Its
Other
Subsidiaries
(in RMB thousands)
Subsidiaries
Eliminating
Adjustments
Consolidated
Totals
Revenue(1)
Cost of revenue(1)
Gross profit
Operating expenses
Income from operations
Other income (expenses)(1)
Equity loss of subsidiaries and the VIE and VIE’s
subsidiaries(2)
Loss before income tax
Income tax credit (expense)
Net loss
20,574
(16,980)
3,594
(183,513)
(179,919)
4,180
—
(175,739)
1,136
(174,603)
265,658
(228,060)
37,598
(128,839)
(91,241)
169,740
—
78,499
753
79,252
(1,275)
1,277
2
16,911
16,913
(4,490)
80,934
93,357
—
93,357
284,957
(243,763)
41,194
(306,364)
(265,170)
170,177
—
(94,993)
1,889
(93,104)
—
—
—
(10,923)
(10,923)
747
(80,934)
(91,110)
—
(91,110)
11
Condensed Consolidated Schedule of Results of Operations
Parent
For the Year Ended December 31, 2022
VIE and Its
Other
Subsidiaries
(in RMB thousands)
Subsidiaries
Eliminating
Adjustments
Consolidated
Totals
Revenue(1)
Cost of revenue(1)
Gross profit
Operating expenses
Loss from operations
Other income (expenses)(1)
Equity loss of subsidiaries and the VIE and VIE’s
subsidiaries(2)
Loss before income tax
Income tax expense
Net loss
—
—
—
(167,076)
(167,076)
10,204
(244,039)
(400,911)
—
(400,911)
6,906
(7,585)
(679)
(63,587)
(64,266)
14,925
—
(49,341)
(4,345)
(53,686)
239,879
(213,628)
26,251
(58,251)
(32,000)
(8,580)
—
(40,580)
(3,142)
(43,722)
(837)
—
(837)
14,786
13,949
743
244,039
258,731
—
258,731
245,948
(221,213)
24,735
(274,128)
(249,393)
17,292
—
(232,101)
(7,487)
(239,588)
Condensed Consolidated Schedule of Results of Operations
Parent
For the Year Ended December 31, 2021
VIE and Its
Other
Subsidiaries
(in RMB thousands)
Subsidiaries
Eliminating
Adjustments
Consolidated
Totals
Revenue(1)
Cost of revenue(1)
Gross profit
Operating expenses
Loss from operations
Other income (expenses)(1)
Equity loss of subsidiaries and the VIE and VIE’s
subsidiaries(2)
Loss before income tax
Income tax credit (expense)
Net loss
Notes:
—
—
—
(13,058)
(13,058)
2,462
(626,570)
(637,166)
—
(637,166)
41,251
(5,880)
35,371
(190,134)
(154,763)
(25,652)
—
(180,415)
1,854
(178,561)
905,284
(829,993)
75,291
(891,441)
(816,150)
(206,935)
—
(1,023,085)
(8,854)
(1,031,939)
(4,155)
—
(4,155)
30,831
26,676
(6,670)
626,570
646,576
(1,907)
644,669
942,380
(835,873)
106,507
(1,063,802)
(957,295)
(236,795)
—
(1,194,090)
(8,907)
(1,202,997)
(1) Intercompany provision of services of promotion, entrusted loan services, sales of software copyright were eliminated at the consolidation level.
(2) It represents the elimination of the investment in the VIE and its subsidiaries by Fangdd Network Group Ltd.
Condensed Consolidated Schedule of Financial Position
Condensed Consolidating Schedule of Financial Position
Parent
Other
Subsidiaries
As December 31, 2023
VIE and Its
Subsidiaries
(in RMB thousands)
Eliminating
Adjustments
Consolidated
Totals
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net
Prepayments and other current assets
Amounts due from subsidiaries and VIE(2)
Others(1)
Total assets
Accounts payable
Customers’ refundable fees
Accrued expenses and other payables
Amounts due to subsidiaries and VIE(2)
Others
Total liabilities
Total equity (deficit)
34,887
2,700
15,312
7,379
9,948
2,739,580
99,018
2,908,824
22,154
897
13,560
3,327,648
3,889
3,368,148
(459,324)
25,616
19,466
—
307,259
113,290
549,206
165,611
1,180,448
373,278
30,657
80,109
1,460,993
29,973
1,975,010
(794,562)
—
—
—
—
3,487
(4,881,218)
(95,302)
(4,973,033)
—
—
(3,980)
(4,788,641)
—
(4,792,621)
(180,412)
121,733
22,166
15,312
314,638
126,725
—
169,327
769,901
395,432
31,554
117,556
—
33,862
578,404
191,497
61,230
—
—
—
—
1,592,432
—
1,653,662
—
—
27,867
—
—
27,867
1,625,795
12
Condensed Consolidating Schedule of Financial Position
Parent
Other
Subsidiaries
As of December 31, 2022
VIE and Its
Subsidiaries
(in RMB thousands)
Eliminating
Adjustments
Consolidated
Totals
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net
Prepayments and other current assets
Amounts due from subsidiaries and VIE(2)
Others(1)
Total assets
Short-term bank borrowings
Accounts payable
Customers’ refundable fees
Accrued expenses and other payables
Amounts due to subsidiaries and VIE(2)
Others
Total liabilities
Total equity (deficit)
Notes:
22,710
—
—
—
—
1,533,937
—
1,556,647
—
—
—
27,225
—
—
27,225
1,529,422
64,374
—
—
4,728
4,747
1,952,730
113,713
2,140,292
—
20,920
—
12,813
2,355,022
5,899
2,394,654
(254,362)
56,850
38,811
2,000
466,269
188,144
600,557
227,075
1,579,706
72,500
638,295
30,747
145,088
1,535,076
31,784
2,453,490
(873,784)
—
—
—
—
(895)
(4,087,224)
(111,847)
(4,199,966)
—
—
—
(3,986)
(3,890,098)
—
(3,894,083)
(305,882)
143,934
38,811
2,000
470,997
191,996
—
228,941
1,076,679
72,500
659,215
30,747
181,140
—
37,683
981,285
95,394
(1) Intercompany provision of services of promotion, entrusted loan services, sales of software copyright were eliminated at the consolidation level.
(2) It represents the elimination of intercompany balances among our holding company, the VIE and its subsidiaries and our other subsidiaries.
Condensed Consolidated Schedule of Cash Flows
Condensed Consolidating Schedule of Cash Flows
Parent
For the Year Ended December 31, 2023
VIE and Its
Other
Subsidiaries
(in RMB thousands)
Subsidiaries
Eliminating
Adjustments
Consolidated
Totals
Net cash used in operating activities(1)
Net cash (used in) provided by investing activities(1)
Net cash (used in) provided by financing activities(1)
Effect of exchange rates on cash, cash equivalents and
restricted cash
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of
the year
Cash, cash equivalents and restricted cash at the end of the year
(6,797)
(142,060)
191,696
(156,674)
(13,141)
142,695
333
(26,787)
64,374
37,587
(4,319)
38,520
22,710
61,230
13
(22,647)
44,568
(72,500)
—
(50,579)
95,661
45,082
—
142,060
(142,060)
—
—
—
—
(186,118)
31,427
119,831
(3,986)
(38,846)
182,745
143,899
Condensed Consolidating Schedule of Cash Flows
Parent
For the Year Ended December 31, 2022
VIE and Its
Other
Subsidiaries
(in RMB thousands)
Subsidiaries
Eliminating
Adjustments
Consolidated
Totals
Net cash used in operating activities(1)
Net cash used in investing activities(1)
Net cash (used in) provided by financing activities(1)
Effect of exchange rates on cash, cash equivalents and
restricted cash
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of
the year
Cash, cash equivalents and restricted cash at the end of the year
(5,064)
(149,372)
3,136
(24,555)
(2,838)
(10,000)
(77,162)
(8,355)
(70,695)
(20,202)
1,297
18,905
11,036
(140,264)
376
(37,017)
—
(156,212)
162,974
22,710
101,391
64,374
251,873
95,661
—
—
—
—
(126,983)
(159,268)
(58,654)
11,412
(333,493)
516,238
182,745
Condensed Consolidating Schedule of Cash Flows
Parent
For the Year Ended December 31, 2021
VIE and Its
Other
Subsidiaries
(in RMB thousands)
Subsidiaries
Eliminating
Adjustments
Consolidated
Totals
Net cash used in operating activities(1)
Net cash used in investing activities(1)
Net cash (used in) provided by financing activities(1)
Effect of exchange rates on cash, cash equivalents and
restricted cash
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of
the year
Cash, cash equivalents and restricted cash at the end of the year
(18,400)
(128,192)
—
(22,052)
(55,004)
43,426
(20,162)
(43,725)
(167,363)
(4)
183,196
(183,192)
—
(146,592)
(8,320)
(41,950)
—
(231,250)
309,566
162,974
143,341
101,391
483,123
251,873
—
—
—
—
(60,618)
(43,725)
(307,129)
(8,320)
(419,792)
936,030
516,238
Note:
(1) It represents the cash flows that have occurred among our holding company, the VIE and its subsidiaries and our other subsidiaries, including bank
entrusted loan, equity investment and other operating activities.
Roll-forward of the Amounts Due From Subsidiaries and VIE
Amounts Due From Subsidiaries and VIE
As of January 1
Cash paid to other subsidiaries
Cash received on behalf of other subsidiaries
Equity loss of subsidiaries and the VIE and VIE’s subsidiaries
Share based compensation
Effect of foreign currency translation
As of December 31
14
2021
For the Year Ended December 31,
2022
(in RMB thousands)
1,764,671
457
(8,358)
(244,039)
16,724
4,482
1,533,937
2,219,626
128,192
—
(626,570)
47,067
(3,664)
1,764,671
2023
1,533,937
148,737
(11,155)
(80,934)
105
1,742
1,592,432
Transfer of Cash Through Our Organization
Fangdd Network Group Ltd. is a Cayman Islands holding company with no material operations of its own. We currently conduct our operations primarily
through the VIE Fangdd Network and its subsidiaries. As of December 31, 2023, we had RMB143.9 million (US$20.3 million) in cash and cash equivalents
and restricted cash and RMB15.3 million (US$2.2 million) in short-term investments that consisted of investments in wealth management products which are
redeemable by us at any time. Although we consolidate the results of the VIE and its subsidiaries, we only have access to the assets or earnings of the VIE and
its subsidiaries through our contractual arrangements with the VIE and its shareholders. The cash flows that have occurred between our holding company, its
subsidiaries and the VIE are summarized as follows:
2021
For the Year Ended December 31,
2022
(in US$ millions)
2023
Cash received by Fangdd Network Group Ltd. as equity investment
Cash paid by Fangdd Network Group Ltd. to Fangdd Network Holding Ltd. (Hong Kong) to invest in
WFOE, Shenzhen Fangdd Information Technology Co., Ltd.(1)
Cash paid by Fangdd Network Holding Ltd. (Hong Kong) to contribute to the payment to WFOE as
paid-in capital
Cash paid by WFOE to VIE, Shenzhen Fangdd Network Technology Co., Ltd., through bank
entrusted loan (2)
Cash received by WOFE, Shenzhen Fangdd Information Technology Co., Ltd from Parent company
—
0.5
27.3
21.5
12.8
69.0
—
—
—
5.7
—
—
—
—
20.1
Notes:
(1) Part of Fangdd Network Holding Ltd. (Hong Kong)’s cash used to invest in Shenzhen Fangdd Information Technology Co., Ltd. in 2021 was from its
bank balance of previous years’ equity financing before 2016.
(2) Part of Shenzhen Fangdd Information Technology Co., Ltd.’s cash used to loan to the VIE in 2021 was from its bank balance of previous years’ equity
financing before 2016.
Pursuant to the operation maintenance service agreement, Shenzhen Fangdd has the exclusive right to provide the VIE with operation maintenance
services and marketing services. Fangdd Network agrees to pay service fees on an annual basis and at an amount determined by the WFOE after taking into
account factors such as the labor cost, facility cost and marketing expenses incurred by the WFOE in providing the services. Pursuant to the technology
development and application service agreement, Shenzhen Fangdd has the exclusive right to provide Fangdd Network with technology development and
application services. Fangdd Network agrees to pay service fees on an annual basis and at an amount determined by Shenzhen Fangdd after taking into
account multiple factors, such as the labor and time consumed for the provision of the service, the type and complexity of the services provided, the difficulties
in providing the service, the commercial value of services provided and the market price of comparable services. Since Fangdd Network has incurred and
accumulated losses historically, there was no service fee payable by Fangdd Network to Shenzhen Fangdd.
Impact of Taxation on Dividends or Distributions
Fangdd Network Group Ltd. is incorporated in the Cayman Islands and conducts business in China through its PRC subsidiaries and the VIE. Neither our
subsidiaries nor the consolidated VIE has declared or paid any dividend or distribution to us. We have never declared or paid any dividend on our ordinary
shares and we have no current intention to pay dividends to shareholders. We currently intend to retain all future earnings to finance our operations and to
expand our business. Under the current laws of the Cayman Islands, Fangdd Network Group Ltd. is not subject to tax on income or capital gains. Upon
payments of dividends to our shareholders, no Cayman Islands withholding tax will be imposed.
15
For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid in Mainland China and Hong Kong,
assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:
Hypothetical pre-tax earnings(1)
Tax on earnings at statutory rate of 25% at Shenzhen Fangdd level
Amount to be distributed as dividend from Shenzhen Fangdd to Hong Kong subsidiary(2)
Withholding tax at tax treaty rate of 5%
Amount to be distributed as dividend at Hong Kong subsidiary level and net distribution to Fangdd Network Group Ltd.
100.00
(25.00)
75.00
(3.75)
71.25
Notes:
(1) For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount is assumed to equal Chinese taxable
income.
(2) China’s Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate
holding company outside of Mainland China. A lower withholding income tax rate of 5% is applied if the foreign invested enterprise’s immediate holding
company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with Mainland China, subject to a qualification review at the
time of the distribution. There is no incremental tax at Hong Kong subsidiary level for any dividend distribution to Fangdd Network Group Ltd. If a 10%
withholding income tax rate is imposed, the withholding tax will be 7.5 and the amount to be distributed as dividend at Hong Kong subsidiary level and
net distribution to Fangdd Network Group Ltd. will be 67.5.
Restrictions and Limitations on Transfer of Capital
We face various restrictions and limitations on foreign exchange, our ability to transfer cash between entities, across borders and to U.S. investors, and our
ability to distribute earnings from our businesses, including our subsidiaries and/or the consolidated VIE, to the parent company and U.S. investors as well as
the ability to settle amounts owed under the Fangdd Network VIE Agreements.
Our offshore holding company is permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital
contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans. This may delay or prevent us from
using the proceeds from our initial public offering to make loans or capital contribution to our PRC subsidiaries. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay
or prevent us from making loans or additional capital contributions to our PRC operating subsidiaries.”
Under our current corporate structure, Fangdd Cayman’s ability to pay dividends depends upon dividends paid by its Hong Kong subsidiary, which in turn
depends on dividends paid by its PRC subsidiaries, which further depend on payments from the VIE under the Fangdd Network VIE Agreements.
● Although we consolidate the results of the VIE and its subsidiaries, we only have access to the assets or earnings of the VIE and its subsidiaries
through the Fangdd Network VIE Agreements. If the PRC authorities determine that the contractual arrangements constituting part of the VIE
structure do not comply with PRC regulations, or if current regulations change or are interpreted differently in the future, our ability to settle amounts
owed by the VIE under the VIE agreements may be seriously hindered.
● Our wholly owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance
with PRC accounting standards and regulations. Under PRC laws, each of our subsidiaries, the VIE and the VIE’s subsidiaries in China is required to
set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its
registered capital. In addition, after making an allocation to the statutory reserve funds from their after-tax profits, our wholly owned subsidiaries in
China, the VIE and the VIE’s subsidiaries may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary
surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
● In addition, if our wholly owned subsidiaries incur debts on their own behalf in the future, the instruments governing their debts may restrict their
ability to pay dividends to us.
16
● Remittance of dividends by our wholly owned subsidiaries out of China is subject to examination by the banks designated by SAFE. Approvals by or
registration with appropriate government authorities are required where RMB is to be converted into foreign currency and remitted out of China to
pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access
in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient
foreign currencies to satisfy our foreign currency demands, our PRC subsidiaries may not be able to pay dividends in foreign currencies to us and our
access to cash generated from its operations will be restricted. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in
China—Governmental control of currency conversion may affect the value of your investment.”
● Our Hong Kong subsidiary may be considered a non-resident enterprise for tax purposes, so any dividends our PRC subsidiaries pay to our Hong
Kong subsidiary may be regarded as China-sourced income and, as a result, may be subject to PRC withholding tax at a rate of up to 10%. If we are
required under the PRC Enterprise Income Tax Law to pay income tax for any dividends we receive from our subsidiaries in China, or if our Hong
Kong subsidiary is determined by PRC government authority as receiving benefits from a reduced income tax rate due to a structure or arrangement
that is primarily tax-driven, it would materially and adversely affect the amount of dividends, if any, we may pay to our shareholders.
● If the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for enterprise income tax purposes, we
may be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the
ADSs. In addition, non-resident enterprise shareholders, including our ADS holders, may be subject to PRC tax at a rate of 10% on gains realized on
the sale or other disposition of ADSs or ordinary shares if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a
PRC resident enterprise, dividends paid to our non-PRC individual shareholders, including our ADS holders, and any gain realized on the transfer of
ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% which in the case of dividends may be withheld at source.
Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.
Since Fangdd Network has incurred and accumulated losses historically, there was no service fee payable by Fangdd Network to Shenzhen Fangdd. As of
the date of this annual report, Shenzhen Fangdd has not made any dividend payments or distributions to us, and no dividends or distributions have been made
by us. We intend to keep future earnings to re-invest in and finance the expansion of our business, and we do not anticipate that any cash dividends will be
paid in the foreseeable future.
A. [Reserved]
B. Capitalization and Indebtedness.
Not applicable.
C. Reasons for the Offer and Use of Proceeds.
Not applicable.
D. Risk Factors.
Summary of Risk Factors
Below please find a summary of the principal risks we face, organized under relevant headings.
Risks Related to Our Business and Industry
● We have a history of losses and negative cash flows from operating activities, and we may not achieve profitability in the future.
● If our estimates relating to our allowance for doubtful accounts prove to be wrong, our financial condition and results of operations could be
adversely affected.
17
● We have a limited operating history, and we may not be able to effectively implement our business strategies.
● Our business is susceptible to fluctuations in China’s real estate market, its overall economic growth and government measures aimed at China’s real
estate industry.
● We may fail to compete effectively with existing and new industry players, which could significantly reduce our market share and materially and
adversely affect our business, financial condition and results of operations.
● If our marketplace is unable to offer comprehensive, authentic, accurate and up-to-date property listings, our business, financial condition and results
of operations could be materially and adversely affected.
● If we are unable to retain and attract real estate professionals or fail to continue to develop and promote our marketplace, service offerings and
features, and develop the technologies that cater to their needs, our business and operating results would be harmed.
● Our reliance on a limited number of property developers may materially and adversely affect us.
● Our outstanding and future indebtedness may adversely affect our available cash flow and our ability to operate our business. In addition, we may not
be able to obtain additional capital when desired, on favorable terms or at all.
● Potential strategic investments, acquisitions or new business initiatives may disrupt our ability to manage our business effectively.
Risks Related to Our Corporate Structure
● If the PRC government deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations.
● We rely on contractual arrangements with the VIE and its shareholders to exercise control over our business, which may not be as effective as direct
ownership in providing operational control.
● The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial
condition.
● Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and
adverse effect on our business.
● Our contractual arrangements with the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe
additional taxes, which could negatively affect our financial condition and the value of your investment.
Risks Related to Doing Business in China
● The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of
our ADSs.
● The approval of and the filing with the CSRC, CAC or other PRC governmental authorities may be required in connection with our future offshore
offerings under PRC law and if required, we cannot predict whether or how soon we will be able to obtain such approval or complete such filing.
18
● Changes in PRC government policies or political or social conditions could have a material adverse effect on the overall economic growth in China,
which could adversely affect our business, financial condition and results of operations.
● The Chinese economy differs from the economies of most developed countries in many respects, including a higher level of government involvement,
the ongoing development of a market-oriented economy, a higher level of control over foreign exchange, and a less efficient allocation of resources.
● The PRC legal system contains uncertainties, which could limit the legal protections available to you and us.
● The PCAOB had historically been unable to inspect our former auditor in relation to their audit work.
● Our ADSs may be prohibited from trading in the United States under the HFCA Act in the future if the PCAOB is unable to inspect or investigate
completely auditors located in China. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of
your investment.
Risks Related to The ADSs
● We may be unable to comply with the applicable continued listing requirements of Nasdaq.
● The market price movement of the ADSs may be volatile.
● The sale or availability for sale of substantial amounts of the ADSs or ordinary shares could adversely affect their market price.
● Our triple-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of
control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
● If securities or industry analysts cease to publish research or reports about our business, or if they adversely change their recommendations regarding
the ADSs, the market price for the ADSs and trading volume could decline.
● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of the ADSs for return on your investment.
Risks Related to Our Business and Industry
We have a history of losses and negative cash flows from operating activities, and we may not achieve profitability in the future.
We incurred a net loss of RMB1.2 billion, RMB239.6 million and RMB93.1 million (US$13.1 million) in 2021, 2022 and 2023, respectively. We had
negative cash flows from operating activities of RMB60.6 million, RMB127.0 million and RMB186.1 million (US$26.2 million) in 2021, 2022 and 2023,
respectively.
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. We have experienced recurring losses from operations. As of December
31, 2023, we had an accumulated deficit of RMB4.6 billion (US$654.9 million). For the year ended December 31, 2023, we had a net loss of RMB93.1
million (US$13.1 million) and had negative cash flows from operating activities of RMB186.1 million (US$26.2 million). As of December 31, 2023, our cash
and cash equivalents balance were RMB121.7 million (US$17.1 million). Our ability to continue as a going concern is dependent on, among other things, our
ability to generate cash flows from operations and our ability to arrange adequate financing arrangements, which in turn are subject to various factors, many of
which are beyond our control. For example, our revenues depend on the number of active agents who establish online shops in our marketplace and the
number of transactions they are able to complete within a given period using the resources offered by our marketplace. Agents’ willingness to subscribe to and
pay for our premium services depends on the quality and breadth of our service offerings. As we continue to take new business initiatives to introduce more
SaaS solutions, we expect our operating costs and expenses to increase in the future. We plan to devote substantial financial resources to develop real estate
transaction digitalization services, including product development, sales and marketing, technology infrastructure, and strategic opportunities that may not
result in increased revenue or growth in our business.
19
We expect that we will continue to incur losses at least in the near term as we strategically reduce the scale of our property transaction services and
actively explore opportunities from other real estate related services. We may also incur significant losses in the future for a number of reasons, including
possible changes in general economic conditions and regulatory environment, the continued downturn status of China’s real estate market, the heightened
credit risks of developers, as well as other risks described in this annual report, and we may encounter unforeseen expenses, difficulties, complications and
delays in generating revenues or profitability. We are continuing to control and reduce costs in the daily operation. However, if we reduce variable costs to
respond to losses, this may limit our ability to acquire customers and grow our revenues. Accordingly, we may not achieve or maintain profitability and may
continue to incur significant losses in the future.
If our estimates relating to our allowance for doubtful accounts prove to be wrong, our financial condition and results of operations could be adversely
affected.
Our allowance for doubtful accounts increased to RMB201.9 million (US$28.4 million) in 2023 from a negative RMB67.6 million in 2022. We increased
our allowance for doubtful accounts due to our estimates of reduced collectability of our accounts receivable from real estate developers and decreased
deposits recorded in prepayments and other assets. Factors influencing our adjustment include: (i) the persistent financial strain on real estate developers,
leading them to default on aged accounts receivable despite preferential policies aimed at stimulating the Chinese real estate market, and (ii) credit defaults
affecting deposits recorded in prepayments and other assets in the current real estate market conditions. There remains uncertainty as to the effects of
preferential policies on real estate developers in repaying debts and our company in collecting accounts receivable when they become due. If our estimates
relating to the allowance for doubtful accounts prove to be wrong, our financial condition and results of operations could be adversely affected.
We have been taking measures to protect our accounts receivable. For accounts receivable that are seriously overdue, we have pursued lawsuits and
sought for injunctive relief. We enhance credit risk management by periodically reviewing the credit status of real estate developers and discontinuing
coordination with real estate developers with poor credit conditions, ensuring the collectability of our accounts receivable. If we fail to collect our accounts
receivable on time or if real estate developers fail to satisfy their financial obligations towards us, our business and results of operations may be materially
adversely affected and we may face liquidity constraints as a result.
We have a limited operating history, and we may not be able to effectively implement our business strategies.
We have a limited operating history, which makes it difficult to assess our future prospects or forecast our future results of operations. In 2023, our total
revenue increased to RMB285.0 million (US$40.1 million) from RMB245.9 million in 2022. The increase was influenced by various factors, including modest
stimulation in the Chinese real estate market spurred by a series of preferential policies, such as greater access to credit and funding for real estate developers,
mortgage interest rate cuts and lower down payments for home buyers, and relaxed restrictions on secondhand housing sales and purchases. In addition, our
growth was supported by strategic decisions such as discontinuing business partnerships with high credit risk developers to mitigate losses and focusing on
developers with strong credit profiles to sustain our property transaction services. We also actively explored opportunities in other real estate related services.
We may fail to regain our historical growth rates or achieve profitability in the future. You should not consider our historical growth and financial performance
as indicative of our future financial performance. You should consider our future operations in light of the challenges and uncertainties that we may encounter.
These risks and challenges include our ability to, among other things:
● attract and retain real estate agents who conduct closed-loop transactions in our marketplace and who subscribe to our products and services;
● strengthen our cooperation with high-quality real estate developers, municipal investment companies and other asset providers and secure accounts
receivable in light of the heightened credit risks of real estate developers;
20
● obtain timely, authentic and accurate property listing information and enhance our property database;
● develop and deploy new products and services and improve our real estate transaction digitalization capabilities;
● increase the number of real estate buyers and other market participants using our website and mobile applications;
● successfully compete with other companies that are currently in, or may in the future enter, the business of providing residential real estate
information and facilitating real estate transactions online and on mobile applications, as well as with companies that provide this information and
services offline;
● successfully manage our exclusive selling business;
● effectively implement our business strategies;
● control costs and expenses associated with our business, including agents’ commission, sales and marketing expenses and salaries and benefits;
● navigate an uncertain and evolving regulatory environment and adjust our business to the changing real estate market condition; and
● maintain our regional coverage and expand geographically.
If the demand for online residential real estate transaction services does not develop as we expect, or if we fail to continue to address the needs of real
estate agents, real estate sellers, real estate buyers and other market participants or attract additional marketplace users, our business and financial conditions
may be materially adversely affected.
Our business is susceptible to fluctuations in China’s real estate market, its overall economic growth and frequent changes in government measures aimed
at China’s real estate industry.
We conduct our real estate services business primarily in China. Our business depends substantially on conditions in China’s real estate industry. Demand
for private residential real estate in China has grown steadily in recent years but such growth is often coupled with volatility and fluctuations in real estate
transaction volume and prices. Fluctuations of supply and demand in China’s real estate industry are caused by economic, social, political, environmental and
other factors. The Chinese economy has shown slower growth compared to the previous decade and this trend is likely to continue. There is considerable
uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the
world’s leading economies, including China. Any severe or prolonged slowdown in China’s economy may materially and adversely affect our business,
financial condition and results of operations. Furthermore, there may be situations in which China’s real estate industry is so active that real estate developers
see a reduced need for collaborating with real estate agents and reduce their spending on such initiatives, which could potentially adversely affect our results
of operations. To the extent fluctuations in China’s real estate industry adversely affect spending on real estate sales and marketing, our financial condition and
results of operations may be materially and adversely affected.
The real estate industry in China is also affected by shifts in government regulations on primary and resale property transactions, often aimed at
controlling real estate prices. In the past, PRC governmental authorities issued a series of restrictive rules to regulate the Chinese real estate market, such as
limiting the number of properties a household can purchase, restricting access to mortgages, implementing taxes on property transactions, and restricting debt
financing to real estate developers. However, starting from 2023, PRC governmental authorities began to ease restrictive rules and implement measures to
stimulate the Chinese real estate market, such as facilitating greater access to credit and funding for real estate developers without discrimination, reducing
mortgage interest rates, lowering down payments for home buyers, and relaxing restrictions on secondhand housing sales and purchases. Some local
governments also introduced policies such as “determination based on property ownership in the region instead of overall mortgage record” for first-time
home buyers, aiming at simplifying the criteria for obtaining first-home loans. Despite these encouraging policies, we cannot rule out the possibility of future
restrictive measures by the PRC government, potentially leading to lower growth rates in the real estate industry. Frequent changes in government policies
may also create uncertainty that could discourage investment in real estate. Our business may be materially and adversely affected as a result of decreased
transaction volumes or real estate prices that may result from government policies.
21
We may fail to compete effectively with existing and new industry players, which could significantly reduce our market share and materially and adversely
affect our business, financial condition and results of operations.
We face competition in each of our primary business activities. At the national level, we compete primarily with other online real estate service providers
in China, as well as with traditional real estate brokerage companies. In addition, we have faced, and may continue to face, competition from regional players.
Our competitors may have more established brand names, larger visitor numbers and more extensive distribution channels than we do, either overall, or in
specific regions in which we operate.
The business of providing online real estate services in China is becoming increasingly competitive. As the online real estate services industry in China is
relatively new and constantly evolving, our current or future competitors may be able to better position themselves to compete as the industry matures. As our
platform is transaction-oriented, our main competitors primarily focus on providing real estate listings, transaction services and other real estate related
services. To a lesser extent, we also compete with traffic-oriented platforms, which primarily focus on attracting online traffic and providing listing and
advertising services.
We also face competition from other companies that offer e-commerce, listing, SaaS solution, asset management services and other related services. Any
of these competitors may offer products and services that provide significant advantages over those offered by us in terms of performance, price, scope,
creativity or other advantages. These products and services may achieve greater market acceptance than our service offerings, and thus weaken our brand.
Increased competition in the online real estate services industry in China could make it difficult for us to retain existing agents and real estate buyers and
attract new agents and real estate buyers, and could lead to a reduction in our revenues.
Any of our current or future competitors may also receive investments from or enter into other commercial or strategic relationships with larger, well-
established and well-financed companies and obtain significantly greater financial, marketing and content licensing and development resources than us.
Furthermore, some of our competitors receive support from local governments, which may place us at a disadvantage when competing with them in their local
markets. We cannot assure you that we will be able to compete successfully against our current or future competitors. Any failure to compete effectively in the
real estate internet services market in China would have a material adverse effect on our business, financial condition and results of operations.
If our marketplace is unable to offer comprehensive, authentic, accurate and up-to-date property listings, our business, financial condition and results of
operations could be materially and adversely affected.
One of the key reasons for real estate agents to come to our marketplace is our comprehensive and authenticated property listings. We believe having a
large number of high-quality listings attracts agents, real estate sellers and real estate buyers to our marketplace and increases the volume of potential
transactions. Although we have developed a comprehensive verification procedure to ensure the timeliness, reliability, authenticity and accuracy of listing
information, we cannot assure you that all information listed in our marketplace is authentic, accurate and up to date. Despite our verification procedures,
information posted by agents, real estate sellers and real estate buyers may not be accurate and up to date in all aspects. To the extent we are unable to continue
to offer and expand the sources of listing information, or we fail to ensure the timeliness, authenticity and accuracy of our listings, our marketplace could
become less attractive to users and transaction volumes may decrease. In such an event, our competitive position could be significantly weakened and our
business, financial condition and results of operations could be materially and adversely affected.
22
If we are unable to retain and attract real estate professionals or fail to continue to develop and promote our marketplace, service offerings and features,
and develop the technologies that cater to their needs, our business and operating results would be harmed.
As we generate a substantial portion of our revenues from sharing commission fees with real estate agents who complete transactions in our marketplace,
our business relies heavily on the total number of active agents. Our ability to attract and retain real estate professionals depends on a number of factors,
including:
● the size, accuracy and timeliness of our listings;
● the number and quality of services that we provide to our agents;
● the efficiency of our sales and marketing efforts;
● the competition for real estate professionals from various online real estate agent service platforms;
● the number of real estate buyers using our website and mobile applications; and
● the strength of the real estate market.
If we fail to attract and retain active agents in our marketplace, our revenue may not grow and our business as well as operating results could suffer
materially.
We have invested, and will need to continue to dedicate, significant time, efforts and resources to advertising and market promotion initiatives.
Historically, our sales and marketing expenses fluctuated from quarter to quarter based on our advertising and marketing plans and due to the seasonality we
experienced. We may need to devote a greater portion of our resources to continue to attract listings and strengthen our brand recognition, which may impact
our profitability. We cannot guarantee that our marketing efforts will ultimately be successful, as it is affected by numerous factors, including our level of
investment in, and the effectiveness of, our sales and marketing campaigns, our ability to provide consistent, high quality products and services, customer
satisfaction with our products, as well as supports and services we provide, among others.
Our reliance on a limited number of property developers may materially and adversely affect us.
Our revenues from transactions rely heavily on our continued relationship with real estate developers. In the future, these property developers, all of
which are independent third parties, may not continue to engage our services at the same level, or at all. If these property developers terminate or substantially
reduce their business with us and we fail to engage with new property developers to provide us with new properties, our financial condition and results of
operations may be materially and adversely affected.
In addition, a part of new properties transacted through our platform are pre-sold prior to meeting delivery conditions. Under the current PRC laws and
regulations, property developers must fulfill certain conditions before they can commence pre-sales of real estate properties. On March 7, 2020, the General
Office of Hainan Provincial Committee and the General Office of the People’s Government of Hainan Province issued the Notice on Establishing the System
of Municipal Governments’ Responsibility for the Steady and Healthy Development of the Real Estate Market (the “Hainan Notice”) promulgating that the
commercial houses constructed on the land newly assigned since the date of issuance of the Hainan Notice can only be sold after the completion of
construction. We cannot assure you that the relevant authorities in China will continue to allow pre-sales of properties or will refrain from imposing additional
or more stringent requirements on property pre-sales. In the event that the relevant authorities prohibit pre-sales of properties or impose additional or more
stringent requirements, our real estate developer partners may be required to suspend the sales of certain projects listed on our platform or encounter delays in
providing us with additional primary listings, which could have an adverse effect on our business, results of operations, cash flow, and financial condition.
23
We have entered into sales commitment arrangements with real estate developers and funding partners to sell new properties, which may expose us to
financial and regulatory risks and may materially adversely affect our financial condition and results of operations.
Since the beginning of 2018, we have entered into tri-party agreements with developers and funding partners which are limited partnerships formed by
certain investors, including us, and are treated as our equity method investees, pursuant to which the funding partners, rather than us, are required to advance
developers the deposits and undertake to purchase any unsold properties from the developers. As a limited partner of these funding partners, our maximum
exposure to the losses arising from our investments in these limited partnerships is the aggregate amount of (i) the carrying amounts of our investments in
these limited partnerships and (ii) the maximum amount of additional capital that we are committed to providing under the respective partnership deeds. See
“Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Material Cash Requirements” for more information about our
capital commitment obligations. As of December 31, 2021, 2022 and 2023, our maximum exposure to the losses arising from our investments in these limited
partnerships was RMB745.9 million, RMB754.8 million and RMB688.9 million (US$97.0 million), respectively. Under certain tri-party agreements entered
into in 2019 and 2020, there has been added a withdrawal mechanism allowing our funding partners to withdraw from the agreement with a penalty not more
than 10% of the transaction price of the properties under the agreement or of the unsold properties as of the withdrawal date, as the case may be. If our equity
method investee funding partners are required to purchase the unsold units or otherwise compensate developers in the circumstances where we fail to sell the
properties within the agreed upon period, we will be exposed to downside risks due to our investments in such funding partners. Considering current real
estate market conditions and the operating performance of these limited partnerships, we recognized other-than-temporary impairment loss of RMB15.3
million (US$2.2 million) to the investment in certain limited partnerships in 2023.
In addition, some local government authorities have implemented regulations that prohibit real estate agencies from entering into cooperation agreements
with firm-commitment clauses. Although we have not been subject to such regulations in the past, cities in which we operate currently or in the future may
implement relevant regulations to which we may be subject in the future. In such cases, we may be found to be in violation of relevant regulations and be
subject to fines or other penalties, and our operation, business, financial condition and results of operations may be materially and adversely affected.
Our outstanding and future indebtedness may adversely affect our available cash flow and our ability to operate our business. In addition, we may not be
able to obtain additional capital when desired, on favorable terms or at all.
As of December 31, 2023, our short-term debt obligations amounted to RMB513.0 million (US$72.3 million), and our long-term debt obligations
amounted to RMB28.7 million (US$4.0 million). Our current level of indebtedness raises the risk that we might not be unable to pay the principal amount of
our indebtedness and other obligations when they come due. Our short-term and long-term debts, combined with our other financial obligations and
contractual commitments, could have negative consequences on our business and financial condition.
We believe that our cash, cash equivalents and restricted cash on hand will be sufficient to meet our current and anticipated needs for general corporate
purposes for at least the next 12 months. However, we need to make continued investments in facilities, hardware, software and technological systems, and to
retain talents to remain competitive. Due to the unpredictable nature of the capital markets and our industry, there can be no assurance that we will be able to
raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital
is not available to us as required, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our infrastructure or
respond to competitive pressures could be significantly limited. If we do raise additional funds through the issuance of equity or convertible debt securities, the
ownership interests of our shareholders could be significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those
of existing shareholders.
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Potential strategic investments, acquisitions or new business initiatives may disrupt our ability to manage our business effectively.
Strategic investments, acquisitions or new business initiatives and any subsequent integration of new companies or businesses will require significant
attention from our management, in particular to ensure that such changes do not disrupt any existing collaborations, or affect our users’ opinion and perception
of our products and services. In addition, in the case of acquisitions or new business initiatives, our management will need to ensure that the acquired or new
business is effectively integrated into our existing operations. The diversion of our management’s attention and any difficulties encountered during integration
could have a material adverse effect on our ability to manage our business.
For example, we launched our asset management services in 2023, targeting an array of non-residential properties held primarily by municipal investment
companies. We are uncertain if we could successfully execute the new initiative, and it may increase the complexity of our business and place an additional
burden on our management, operations and financial resources. In addition, while municipal investment companies usually offer reliable guarantees for
accounts receivable recovery, they also present unique risks due to their lengthy payment approval processes, which may lead to extended cycles for accounts
receivable collection. If the financial resources of these clients were to become constrained in the future, or if our collection efforts proved ineffective, we may
not be able to recover our accounts receivable in a timely manner, which could adversely affect our financial condition. Furthermore, shifts in government
planning and policies and leadership turnovers within municipal investment companies could potentially invalidate our contracts with these entities, thereby
materially and negatively impacting our business operations and prospects.
In addition, strategic investments, acquisitions or new business initiatives could expose us to potential risks, including:
● risks associated with the assimilation of new operations, services, technologies and personnel;
● unforeseen or hidden liabilities;
● the diversion of resources from our existing businesses and technologies;
● implementation or remediation of controls, procedures and policies at the acquired company;
● the inability to generate sufficient revenues to offset the costs and expenses of the transaction; and
● potential loss of, or harm to, relationships with employees and platform users as a result of the integration of new businesses or investment.
Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail
to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business, results of operations and financial
condition.
We depend significantly on the strength of our brand and reputation. If we, our employees, real estate agents, real estate developers, or other business
partners on our platform engage, or are perceived to engage, in misconduct, fraudulent acts or wrongdoing, our business or reputation could be harmed
and we could be exposed to regulatory investigations, costs and liabilities.
We believe our “Fangdd” brand is considered a leading online and mobile real estate platform that provides a consistent offering of high-quality products
and services. Our continued success in maintaining and enhancing our brand and image depends to a large extent on our ability to satisfy the needs of agents,
real estate buyers and other market participants by further developing and maintaining quality of services across our operations, as well as our ability to
respond to competitive pressures.
25
We rely on our employees to provide digital housing transaction services and various other services. Our employees may not fully comply with our
internal policies and relevant laws or regulations, and may engage in misconduct or illegal actions, which may result in negative publicity and adversely
impact our reputation and brand image.
We attract real estate agencies to our platform to conduct sales of properties. We cannot assure you that each real estate agency using our platform holds
the required licenses, has made all necessary filings with relevant authorities or that all actions taken by real estate agents will meet applicable legal standards
and real estate buyers’ expectations, especially since it is difficult for us to effectively monitor the actions of the agents at all times. We may be found liable
and subject to monetary and other penalties for the failure of real estate agencies using our platform to hold the required licenses or to make required filings
with relevant authorities. In addition, real estate agents operating through our platform have in the past been the subject of various allegations, including
allegations of failure to refund commission fees and other fraudulent acts or wrongdoing. Although we do not believe that we are directly responsible for real
estate agents’ wrongdoings, Chinese media have reported certain incidents and negatively implicated our brand. These incidents and any similar incidents, or
true or untrue claims of such incidents could harm our reputation and impair our ability to attract and retain real estate agents, real estate sellers and real estate
buyers.
We partner with real estate developers to provide quality services related to new properties transactions and asset management services. Any inappropriate
actions taken by real estate developers as platform participants during the sales process or otherwise, may materially and adversely affect our reputation, which
may result in a material adverse effect on our business, results of operations and financial condition. In particular, the developers we cooperate with may
breach contracts or otherwise violate laws and regulations, which may expose us to potential legal liabilities and subject us to real estate buyers’ claims for
indemnifications and other remedies.
We also rely on other business partners on our platform and ecosystem. To the extent they are unable to provide satisfactory services to real estate buyers
and real estate agents, or they engage in any inappropriate or illegal actions, which may be due to factors that are beyond our control, we may suffer actual or
reputational damage as a result. Any of the failure to provide satisfactory services, potential misconduct or illegal actions discussed above could materially and
adversely impact our business, reputation, financial condition and results of operations. If we are unable to maintain a good reputation, further enhance our
brand recognition, continue to cultivate user trust and increase the positive awareness of our website, our reputation, brand, financial condition and results of
operations may be materially and adversely affected.
Our initiatives to develop new products and services, introduce new technologies and improve existing products and services may not succeed, which may
limit our future growth.
We have invested and plan to continue investing in the research and development of new products and services, as well as improving existing products
and services. In particular, we spend great efforts in improving the features, functionalities and effectiveness of our existing websites, mobile applications and
WeChat mini program. However, positive research results may not lead to commercially successful products. The new products and services we develop may
not be commercially viable and may not reach the industry standards or meet platform participants’ needs. In addition, radical technological changes may not
be well received by the market or lead to a long-term success. Similarly, there is no guarantee that our investment in product improvement will bring
commercial return. If we are unable to continue offering high-quality and innovative products and services, we may be unable to retain and attract real estate
buyers, agents, real estate sellers and other business partners, which could harm our business, results of operations and financial condition. As a result, we
cannot assure you that our efforts in research and development will translate into commercial success.
Our results of operations and cash flows may fluctuate due to seasonal variations in the real estate market, the non-recurring nature of our real estate
transactions, billing cycles and unpredictable development cycles.
Our revenues have historically been substantially lower during the first quarter than during other quarters, due to reduced real estate transactional activity
in the PRC real estate industry during and around the Chinese New Year holiday, which generally occurs in January and February of each year. In contrast, the
third and fourth quarters of each year generally contribute a majority of our annual revenues. For this reason, our results of operations may not be comparable
from quarter to quarter.
26
Moreover, we typically enter into agreements with developers shortly before they are expected to obtain permits to sell their newly developed properties.
However, the timing for obtaining these sales permits varies from project to project and is subject to uncertain and potentially lengthy delays as developers
need to obtain a series of other permits and approvals related to the development before obtaining a sales permit. It is therefore difficult to predict the interval
between the time we sign these agency agreements and the time we launch the sale of projects. In addition, as we typically settle the payment of our
commissions with developers at the end of a sales period based on successful sales achieved during the period, which typically lasts several months, our
working capital levels are affected by the time lag between the time we actually make sales, bill developers and collect the commissions owed to us.
Failure to attract and retain qualified personnel at a reasonable cost could jeopardize our competitive position. We also depend on the continued efforts of
our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely
disrupted.
Our industry is characterized by high demand and intense competition for talent. As a result, we may need to offer higher compensation and other benefits
in order to attract and retain quality sales, technical and other operational personnel in the future. We compete with other companies engaged in online real
estate services and internet-related businesses for qualified personnel. We have, from time to time in the past, experienced, and we expect in the future to
continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. There may be a limited supply of qualified
individuals in some of the cities in China where we have operations and other cities into which we intend to expand. We must hire and train qualified
managerial and other employees on a timely basis to meet our business needs while maintaining consistent quality of services across our operations in various
geographic locations. We must also provide continued training, through our various training programs, to our managerial and other employees so that they are
equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for high-quality services. If we fail to do so, the quality of
our services may decline in one or more of the markets where we operate, which in turn, may cause a negative perception of our brand and adversely affect our
business. We cannot assure you that we will be able to attract or retain the quality personnel that we need to achieve our business objectives.
In addition, we place substantial reliance on the real estate industry experience and knowledge of our senior management team as well as their
relationships with other industry participants. We do not carry key person insurance on any member of our senior management team. The loss of one or more
members of our senior management team, in particular if any of them joins our competitors, could hinder our ability to effectively manage our business and
implement our growth strategies. Finding suitable replacements for our current senior management could be difficult as competition for such talent is intense.
If we fail to successfully attract new personnel, retain and motivate our current personnel, or retain our senior management, we may lose competitiveness
and our results of operations could be materially and adversely affected.
We have granted, and may continue to grant, share options and other forms of share-based incentive awards, which will adversely affect our results of
operations and you will incur immediate and substantial dilution.
We adopted the 2018 Share Incentive Plan, or the 2018 Plan, in December 2018 and amended it in September 2019. Under the 2018 Plan, as amended, the
maximum aggregate number of shares that may be issued pursuant to all awards is 356,514,660 ordinary shares. As of March 31, 2024, awards to purchase
65,936,250 ordinary shares were granted and outstanding under the 2018 Plan.
In 2023, we incurred RMB105.0 thousand (US$14.7 thousand) share-based compensation expenses relating to awards granted under the 2018 Plan. We
believe the granting of share incentive awards is critical to our ability to attract and retain employees and promote the success of our business, and we will
continue to grant share incentive awards in the future. As a result, our expenses associated with the grant of share-based incentive awards may increase, which
will have an adverse effect on our results of operations. In addition, issuance of ordinary shares underlying the outstanding awards will cause you to
experience an immediate and substantial dilution of your shareholding.
27
We use internet search engines, WeChat, and other social media to direct traffic to our website and application. If we fail to successfully implement these
initiatives, our traffic would decline and our business would be adversely affected.
We use internet search engines, WeChat, and other social media to direct traffic to our website and application. For example, when a user types a physical
address into a search engine, we rely on a high organic search ranking of our webpages in these search results to refer the user to our website. However, our
ability to maintain high organic search result rankings through internet search engines is not within our control. Our competitors’ search engine optimization,
or SEO, efforts may result in their websites receiving a higher search result ranking than ours, or internet search engines could revise their methodologies in a
way that would adversely affect our search result rankings. If internet search engines modify their search algorithms in ways that are detrimental to us, or if
our competitors’ SEO efforts are more successful than ours, overall growth in our user base could slow. Search engine providers could provide listings and
other real estate information directly in search results or choose to align with our competitors. Our website has experienced fluctuations in search result
rankings in the past, and we anticipate similar fluctuations in the future.
In addition, we integrate our platform with WeChat and other social media applications to help drive traffic to our website and mobile applications, and
promote our brand and products. WeChat and other social media may make changes to their policies, which could hinder or impede audiences from being
directed to our platform. Any reduction in the number of visitors directed to our website and apps through WeChat and other social media could also harm our
business and operating results.
Our services and solutions and internal systems rely on software that is highly technical, and if it contains undetected errors or we fail to properly
maintain or promptly upgrade our technology, our results of operations and financial condition may be materially and adversely affected.
Our platform and internal systems rely on software that is highly technical and complex. In addition, our platform and internal systems depend on the
ability of such software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or in the
future contain, undetected errors or bugs. Errors or other design defects within the software on which we rely may result in a negative experience for our
platform users, delay introductions of new features or enhancements, result in errors or compromise our ability to protect user data or our intellectual property.
Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, loss of platform users or investors or liability
for damages, any of which could adversely affect our business, results of operations and financial condition.
Any failure to protect our trademarks and other intellectual property rights could have a negative impact on our business.
We believe our trademarks, copyrights and other intellectual property rights are critical to our success. Any unauthorized use or misuse of our trademarks
and other intellectual property rights could harm our business. Historically, China’s protection of intellectual property rights has been less stringent and robust
compared to other countries such as the United States. Infringement of intellectual property rights continues to pose a serious risk of doing business in China.
Monitoring and preventing unauthorized use is difficult and the measures we take to protect our intellectual property rights may not be adequate. For example,
copyright registration by itself may not be adequate protection from potential misuse, infringement or other challenges from third parties claiming rights on
our intellectual property.
Furthermore, the application of laws governing intellectual property rights in China and abroad is uncertain and evolving, and could expose us to risks. If
we are unable to adequately protect our brand, trademarks and other intellectual property rights, we may lose these rights and our business may suffer
materially. We typically impose contractual obligations on employees and consultants and have taken other precautionary measures to maintain the
confidentiality of our proprietary information and restricted the use of the proprietary information other than for our company’s benefit. However, if our
employees and consultants do not honor their contractual obligations or misappropriate our database and other proprietary information, our business would
suffer as a result.
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We may be subject to intellectual property infringement or misappropriation claims by third parties, which may force us to incur substantial legal expenses
and, if determined adversely against us, could materially disrupt our business.
We cannot be certain that our services and information provided on our website do not or will not infringe patents, copyrights or other intellectual
property rights held by third parties. From time to time, we may be subject to legal proceedings and claims alleging infringement of patents, trademarks or
copyrights, or misappropriation of creative ideas or formats, or other infringement of proprietary intellectual property rights.
The validity, enforceability and scope of intellectual property rights protection in internet-related industries, particularly in China, are uncertain and still
evolving. For example, as we face increasing competition and as litigation is more frequently used to resolve disputes in China, we face a higher risk of being
the subject of intellectual property infringement claims. Pursuant to relevant laws and regulations, internet service providers may be held liable for damages if
such providers have reason to know that the works uploaded or linked infringe the copyrights of others. Any such proceeding could result in significant costs
to us and divert our management’s time and attention from the operation of our business, as well as potentially adversely impact our reputation, even if we are
ultimately absolved of all liability.
Actual or alleged failure to comply with data privacy and protection laws and regulations could have a serious adverse effect on our reputation, and
discourage current and potential clients from doing business with us.
Concerns about our practice of accessing, storing, processing and using the data from platform users, as well as collecting and processing the personal
information published on other third parties’ websites, even if unfounded, could damage our reputation, business and results of operations. The data or
information we collect primarily consists of personal mobile numbers and information on the housing unit for-sale or for-rent. We are subject to various data
privacy and protection laws and regulations in China, including, without limitation, the PRC Cyber Security Law. To protect personal information, these laws
and regulations regulate data collection, storage, use, processing, disclosure and transfer of personal information. Pursuant to these laws and regulations, an
internet service provider is required to obtain a user’s consent to collect the user’s personal information, and is prohibited from gathering personal information
that is unrelated to the services it provides, and the internet information service provider must also inform the user of the purposes, the means and the scope of
the information collection and uses. The Civil Code of the PRC stipulates that: (i) natural persons’ personal information shall be protected by law; (ii) any
organizations and individuals who need to obtain personal information of others shall obtain such information in accordance with the law and shall ensure the
confidentiality of such information; and (iii) organizations and individuals are not allowed to illegally collect, use, process or transfer the personal information
of others. It is illegal to buy and sell, supply or publish the personal information of others. The PRC Cyber Security Law also prohibits individuals or entities
from obtaining personal information through theft or other illegal ways or selling or otherwise illegally disclosing personal information. The PRC Criminal
Law prohibits entities and their employees from selling or otherwise illegally disclosing a citizen’s personal information or obtaining personal information
through theft or other illegal ways in serious circumstances. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation on
Information Security and Privacy Protection.”
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The PRC Data Security Law, which was promulgated by the Standing Committee of PRC National People’s Congress, or the SCNPC, on June 10, 2021
and became effective on September 1, 2021, outlines the main system framework of data security protection. On August 20, 2021, the Standing Committee of
the National People’s Congress of China promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal
information rights and privacy protection and took effect in November 2021. The draft Regulations for the Administration of Cyber Data Security, or the Draft
Data Security Regulations, published by the CAC on November 14, 2021 for public comments until December 13, 2021 require that a data processor who
processes personal information of more than 1 million individuals shall (i) go through the cyber security review if it intends to be listed in a foreign country;
(ii) report to the local CAC within 15 working days once identifying any important data. Where data processors conduct merger, reorganization separation, or
otherwise, the data recipient shall continue to perform its data security protection obligations, and the data processor shall report to the local competent
department if personal information of more than one million people is involved. The Draft Data Security Regulations also require a data processor processing
important data or being listed outside China shall carry out data security assessment annually by itself or through a third-party data security service provider
and submit assessment report to local agency of the CAC. On December 28, 2021, the CAC and 12 other PRC regulatory authorities jointly issued the Cyber
Security Review Measures. The Cyber Security Review Measures provide, among others, (i) the purchase of cyber products and services by critical
information infrastructure operators that affects or may affect national security and the data processing activities engaged in by network platform operators that
affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for
the implementation of cybersecurity review under the CAC; and (ii) the network platform operators with personal information data of more than one million
users that seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office. However, the Cyber
Security Review Measures do not provide any explanation or interpretation of “affect or may affect national security”, and the Chinese government may have
broad discretion in interpreting and enforcing these laws and regulations. We cannot predict the impact of the Cyber Security Review Measures, if any, at this
stage, and we will closely monitor and assess the statutory developments in this regard. Nonetheless, given that the aforementioned draft measures or draft
regulations were released for public comment only or the laws and regulations were recently promulgated or issued, their interpretation, application and
enforcement are subject to substantial uncertainties and the CAC or other PRC governmental authorities may have wide discretion in the interpretation and
enforcement of these laws and regulations. It also remains uncertain whether the future regulatory changes would impose additional restrictions on companies
like us. We may be required to make further adjustments to our business practices to comply with the data privacy and protection laws and regulations. If the
enacted version of the Draft Data Security Regulations requires any clearance of cybersecurity review and other specific actions to be completed by companies
like us, we face uncertainties as to whether such clearance can be timely obtained, or at all. If we are not able to comply with the data privacy and protection
requirements in a timely manner, or at all, we may be subject to government enforcement actions and investigations, fines, penalties, or suspension of our non-
compliant operations, among other sanctions, which could materially and adversely affect our business and results of operations. As of the date of this annual
report, we have not been involved in any investigations on cybersecurity review made by the Cyberspace Administration of China on such basis, and we have
not received any inquiry, notice, warning, or sanctions in such respect.
Our mobile apps and websites only collect basic user personal information that is necessary to provide the corresponding services. We do not collect any
sensitive personal information or other excessive personal information that is not related to the corresponding services. We update our privacy policies from
time to time to meet the latest regulatory requirements of Cyberspace Administration of China and other authorities and adopt technical measures to protect
data and ensure cybersecurity in a systematic way. While we have taken these measures to comply with all applicable data privacy and protection laws and
regulations in China, we cannot guarantee their effectiveness. The activities of third parties such as business partners are beyond our control. If our business
partners violate the PRC Cyber Security Law and related laws and regulations related to the protection of personal information, or fail to fully comply with the
service agreements with us, or if any of our employees fail to comply with our internal control measures and misuse the information, we may be subject to
penalties. For further information, see “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation on Information Security and
Privacy Protection.” Any failure or perceived failure to comply with all applicable data privacy and protection laws and regulations, or any failure or perceived
failure of our business partners to do so, or any failure or perceived failure of our employees to comply with our internal control measures, may result in
negative publicity and legal proceedings or regulatory actions against us, and could damage our reputation, discourage current and potential agents, real estate
sellers and real estate buyers from using our services and subject us to fines and damages, which could have a material adverse effect on our business and
results of operations.
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Furthermore, the interpretation and application of data privacy and protection laws and regulations and standards are still uncertain and evolving. We
cannot assure you that relevant governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us. In addition, it
is possible that we may become subject to additional or new laws and regulations regarding the protection of personal information or privacy-related matters in
connection with the data we have access to. Complying with additional or new regulatory requirements could force us to incur substantial costs or require us to
change our business practices. In addition to the regulatory requirements, user attitudes towards data privacy are also evolving, and user concerns about the
extent to which personal information is accessible to, used by or shared with agents or other platform users may adversely affect our ability to gain access to
data. Any occurrence of the abovementioned circumstances may negatively affect our business and results of operations.
If we fail to obtain or keep licenses, permits or approvals applicable to the various real estate services provided by us, we may incur significant financial
penalties and other government sanctions.
The internet information service industries in China are highly regulated by the PRC government. We are required to obtain a value-added
telecommunication license in order to provide internet information services. Fangdd Network is currently holding such license for the operations of internet
content services that was issued by Guangdong Communications Administration in January, 2024. The regulations related to value-added telecommunication
licenses provide that a value-added telecommunication license holder must first obtain approvals from, or make filings with, competent counterparts of the
Ministry of Industry and Information Technology, or the MIIT, in connection with subsequent updates to its shareholding structure or certain other matters
relating to such value-added telecommunication license holder. We cannot assure you that Fangdd Network will be able to successfully keep its value-added
telecommunication license or complete the updating and renewal of the filing records of its value-added telecommunication license with local MIIT
counterparts on a timely basis.
Pursuant to the relevant regulations regarding real estate agents and brokerage businesses, a company active in the real estate brokerage business is
required to make a filing with the real estate administrative authority within 30 days after the issuance of its business license. The requirements of the local
real estate administrative authorities for such filings may vary in different cities and we cannot assure you that, if we are required to complete such filings, we
will be able to do so in a timely manner or at all. In addition, we may be required to obtain additional licenses. For example, the provision of real estate market
news on our platform may be viewed as providing internet news information services, which could require us to obtain an internet news information license. If
we are required to apply for such licenses, we can provide no assurance that we will procure and maintain such additional licenses.
One of our subsidiaries is a small loan company permitted to operate an online small loan lending business. Its operations are subject to the inspections
and examinations of relevant government authorities from time to time. Depending on the inspection results, these local regulatory authorities may require the
online small loan companies they inspected to take rectification measures within specified periods of time, may revoke the operation approvals of non-
compliant companies and may order non-compliant companies to cease business operations. We cannot assure you that we will be able to obtain all the
licenses, permits or approvals required to conduct our online small loan business in China or maintain our existing licenses, permits and approvals. Any failure
or significant delay to obtain or renew, or any suspension or revocation, of these licenses, permits and approvals, may have a material adverse impact on our
online small loan lending businesses and results of operations.
Under applicable PRC laws, rules and regulations, the failure to obtain and/or maintain the licenses and permits required to conduct our business may
subject us to various penalties, including confiscation of revenues, imposition of fines and/or restrictions on their business operations, or the discontinuation of
their operations. Any such disruption in our business operations or the consolidated VIE could materially and adversely affect our business, financial condition
and results of operations.
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We are exposed to potential liabilities for information in our marketplace and for services sold over the internet and we may incur significant costs and
suffer from reputational damage as a result of defending against such potential liabilities.
We source content from third party sources and list them in our marketplace, including the information collected and processed from other third parties’
websites, on our websites such as real estate listings. In certain circumstances, we do not have the authorization from owners of listed properties in our
marketplace. According to relevant PRC laws and regulations, a real estate agency shall not publish information on properties without the prior written
authorization of the owner. We may be exposed to liability with respect to such third-party information or the products and services sold through our website
or mobile applications. Among other things, we may face allegations that, by directly or indirectly providing such third-party content, we should be liable for
defamation, negligence, copyrights, trademark infringement, unfair competition or other actions by parties providing such content. We may be subject to fines
or legal sanctions according to the Anti-Unfair Competition Law or other PRC laws. We may also face allegations that content on our websites, including
statistics or other data we compile internally, contains false information, errors or omissions, and real estate buyers and other marketplace users could seek
damages for losses incurred as a result of their reliance upon or otherwise relating to incorrect information. We may also be subject to fines and other sanctions
by the PRC government for publication of information without prior written authorization or incorrect information. In addition, our websites could be used as
a marketplace for fraudulent transactions. We have adopted a rigorous listing verification process that includes owner verification and cross-agent verification
to ensure the listings posted in our marketplace are authentic. However, we cannot assure you that the measures we take to guard against liability for third-
party content or information will be adequate to protect us from relevant civil and other liabilities. Any such claims, with or without merit, could be time-
consuming to defend and result in litigation and significant diversion of management’s attention and resources. Even if these claims do not result in liability to
us, we could incur significant costs in investigating and defending against these claims and suffer damage to our reputation. We currently do not maintain
insurance policies covering potential claims to which we are exposed to.
Regulatory uncertainties relating to real estate-related financial services in China could harm our business, financial condition and results of operation.
Since we historically provided real estate-related financial services, our business may continue to be subject to a variety of PRC laws and regulations
governing financial services for such historical practices. The application and interpretation of these laws and regulations are ambiguous and may be
interpreted and applied inconsistently between different government authorities. As of the date of this annual report, we have not been subject to any material
fines or other penalties under any PRC laws or regulations on our real estate financial services operations. However, if the PRC government adopts a stringent
regulatory framework for the real estate-related financial services market in the future, and imposes specific requirements (including licensing requirements)
on market participants, our business, financial condition and prospects could be materially and adversely affected. If our historical practice is deemed to
violate any existing laws and regulations, we may be subject to penalties as determined by the relevant government authorities.
The successful operation of our business depends upon the performance and reliability of the internet infrastructure and telecommunications networks in
China.
Our business depends on the performance and reliability of the internet infrastructure in China. Substantially all access to the internet is maintained
through state-controlled telecommunication operators under the administrative control and regulatory supervision of MIIT. In addition, the national networks
in China are connected to the internet through international gateways controlled by the PRC government. These international gateways are generally the only
websites through which a domestic user can connect to the internet. We cannot assure you that a more sophisticated internet infrastructure will be developed in
China. We may not have access to alternative networks in the event of disruptions, failures or other problems with China’s internet infrastructure. In addition,
the internet infrastructure in China may not support the demands associated with continued growth in internet usage.
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We also rely on China Unicom and China Telecom to provide us with data communications capacity primarily through local telecommunications lines and
internet data centers to host our servers. We do not have access to alternative services in the event of disruptions, failures or other problems with the fixed
telecommunications networks of China Unicom or China Telecom, or if China Unicom or China Telecom otherwise fails to provide such services. Any
unscheduled service interruption could disrupt our operations, damage our reputation and result in a decrease in our revenues. Furthermore, we have no control
over the costs of the services provided by China Unicom and China Telecom. If the prices that we pay for telecommunications and internet services rise
significantly, our gross margins could be significantly reduced. In addition, if internet access fees or other charges to internet users increase, our user traffic
may decrease, which in turn may cause our revenues to decline.
Historically there have been occurrences of unexpected network interruptions and security breaches, including “hacking” or computer virus attacks. Such
disruptions in the future would cause delays or interruptions of service, damage our reputation and result in a loss of users of our products, which could
harm our business, operating results, and financial condition.
Our business depends heavily on the performance and reliability of China’s internet infrastructure, the continued accessibility of bandwidth and servers on
our service providers’ networks and the continuing performance, reliability and availability of our technology platform. We have in the past and are likely
again in the future to be subject to unexpected interruptions and security breaches, although to date no such attack has resulted in any material damages or
remediation costs. Any failure to maintain the satisfactory performance, reliability, security and availability of our computer and hardware systems may cause
significant harm to our reputation and our ability to attract and maintain platform users and visitor traffic. Major risks related to our network infrastructure
include:
● any breakdown or system failure resulting in a sustained shutdown of our servers, including failures which may be attributable to sustained power
shutdowns, or efforts to gain unauthorized access to our systems causing loss or corruption of data or malfunctions of software or hardware;
● any disruption or failure in the national network infrastructure, which would prevent our platform users from accessing our website;
● any damage from fire, flood, earthquake and other natural disasters; and
● computer viruses, hackings and similar events.
Computer viruses and hacking attacks may cause delays or other service interruptions and could result in significant damage to our hardware, software
systems and databases, disruptions to our business activities, such as to our e-mail and other communication systems, breaches of security and inadvertent
disclosure of confidential or sensitive information, inadvertent transmissions of computer viruses and interruptions of access to our website through the use of
denial-of-service or similar attacks. In addition, the inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and
possible liability. Any hacking, security breach or other system disruption or failure which occurs in between our backup procedures could disrupt our business
or cause us to lose, and be unable to recover, data such as real estate listings, contact information and other important transaction-related information.
We also do not maintain insurance policies covering losses relating to our systems and do not have business interruption insurance.
Any significant cybersecurity incident or disruption of our information technology systems or those of third-party partners could materially damage our
user relationships and subject us to significant reputational, financial, legal and operational consequences.
We depend on our information technology systems, as well as those of third parties, to develop new products and services, host and manage our services,
store data and process transactions. For example, all of our cloud storage is provided by Huawei Cloud. Any material disruption or slowdown of our systems
or those of third parties whom we depend upon could cause outages or delays in our services, which could harm our brand and adversely affect our operating
results. If changes in technology cause our information technology systems, or those of third parties whom we depend upon, to become obsolete, or if our or
their information systems are inadequate to handle our growth, we could lose users, and our business and operating results could be adversely affected.
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We are subject to risks relating to our leased properties.
Currently, most of our offices are on leased premises. We may not be able to successfully maintain, extend or renew our leases upon the expiration of the
current term on commercially reasonable terms or at all, and may therefore be forced to relocate to new offices.
In addition, we have entered into certain lease agreements with parties who have not provided evidence of proper legal title to the leased premises or
authorization from the legal owners for sublease of the premises. If such parties are not the legal owners, or if they have not obtained the proper authorization
from the legal owners of the premises, we might be forced to relocate. We also have not registered certain of our lease agreements with the relevant
government authorities. Under the relevant PRC laws and regulations, we may be required to register and file executed leases with the relevant government
authority. Failure to register the lease agreements for our leased properties will not affect the validity of these lease agreements, but housing authorities may
order us to register the lease agreements in a prescribed period of time and impose a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease
if we fail to complete the registration within the prescribed timeframe.
Enforcement of stricter labor laws and regulations and increases in labor costs in the PRC may adversely affect our business and our profitability.
China’s overall economy and the average wage in China have increased in recent years and are expected to continue to grow. The average wage level for
our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we
are able to pass on these increased labor costs to our users by increasing commission fees we charge and prices for our products or services, our profitability
and results of operations may be materially and adversely affected.
We have been subject to stricter regulatory requirements in terms of entering labor contracts with our employees and paying various statutory employee
benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to
designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, as amended, or the Labor Contract law, and its
implementation rules, employers are subject to various requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining
the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise
change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or
cost-effective manner, which could adversely affect our business and results of operations. Under the PRC Social Insurance Law and the Administrative
Measures on Housing Fund, employees are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment
insurance, maternity insurance, and housing funds, employers are required, together with their employees or separately, to pay the social insurance premiums
and housing funds for their employees and employers that fail to make adequate social insurance and housing fund contributions may be subject to fines and
legal sanctions. We could be deemed to have failed to pay certain social insurance and housing fund contributions under the relevant PRC laws and regulation.
If the relevant PRC authorities determine that we shall make supplemental contributions, that we are not in compliance with labor laws and regulations, or that
we are subject to fines or other legal sanctions, such as order of timely rectification, and our business, financial condition and results of operations may be
adversely affected.
In addition, pursuant to the Labor Contract Law, dispatched labor is only intended to be a supplementary form of employment. The Interim Provisions on
Labor Dispatch, which became effective on March 1, 2014, further provides that the number of dispatched workers an employer may use must not exceed 10%
of its total labor force. We use dispatched workers from employment agents in the PRC from time to time for provision of services to agents. We cannot assure
you that the number of dispatched workers we use has not exceeded 10% of the total number of our employees in the past as we continue to develop and
expand our business. If we are deemed to have violated the foregoing limitations, we could be ordered by the relevant labor administrative authorities to
rectify within a specified period of time, and could be subject to fines if the rectification is not completed in time to the satisfaction of the labor administrative
authorities.
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Moreover, as the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment
practice do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are
deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business,
financial condition and results of operations could be materially and adversely affected.
Our results of operations are susceptible to fluctuations due to changes of, significant reduction in or discontinuation of government grants.
We received government grants in the amount of RMB22.3 million in 2021, RMB14.9 million in 2022 and RMB2.5 million (US$0.3 million) in 2023.
These government grants were extended to support the development of technology companies in China and we are not subject to any specific performance
obligations or other terms as a condition of receiving these grants. Although we expect to continue to receive government grants from time to time in the
future, the extensions of future grants are at the local governments’ sole discretion. The government grants may be increased, significantly reduced or
discontinued for any reasons, which may cause our financial condition and results of operations to fluctuate.
We have identified a material weakness in internal control over financial reporting, and we cannot assure you that additional material weaknesses will not
be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in failure to accurately
report our financial results or prevent fraud, or result in material misstatements in our financial statements which could cause investors to lose confidence
in our reported financial information and have a negative effect on the price of the ADSs.
We are subject to reporting obligations under the U.S. securities laws. The U.S. Securities and Exchange Commission, or the SEC, as required by Section
404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control
over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal control over financial reporting.
However, we were not subject to the requirement to provide attestation by our independent registered public accounting firm on effectiveness of internal
control over financial reporting for the year ended December 31, 2023 as we qualified as an “emerging growth company,” as defined in the JOBS Act, as of
December 31, 2023. Once we cease to be an “emerging growth company,” our independent registered public accounting firm must attest to and report on the
effectiveness of our internal control over financial reporting, unless we qualify for other exemptions.
Our management, with the participation of our chief executive officer and financial controller, has performed an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by
Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our management has concluded that our internal control over financial reporting was
ineffective as of December 31, 2023 due to one “material weakness” in our internal control over financial reporting. As defined in the standards established by
the U.S. Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be
prevented or detected on a timely basis.
The material weakness identified related to the lack of sufficient financial reporting and accounting personnel with appropriate understanding of U.S.
GAAP to implement formal period-end financial reporting policies and procedures, to address complex U.S. GAAP technical accounting issues, and to
prepare and review our consolidated financial statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth
by the SEC. Following the identification of the material weakness, we have taken measures and plan to continue to take measures to remedy these
deficiencies. For details of these remedies, see “Item 15. Controls and Procedures.” However, the implementation of these measures may not fully address the
material weakness and deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to
correct the material weakness and other control deficiencies or our failure to discover and address any other material weakness could result in inaccuracies in
our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely
basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and
adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets
and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting
firm must attest to and report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control
over financial reporting is effective in the future, our independent registered public accounting firm, after conducting its own independent testing, may issue a
report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it
interprets the relevant requirements differently from us.
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We have been and may continue to be subject to legal and administrative proceedings from time to time. If the outcomes of these proceedings are adverse
to us, it could have a material adverse effect on our business, results of operations and financial condition.
We have been, and may from time to time in the future, be subject to various legal and administrative proceedings arising in the ordinary course of our
business. As we routinely enter into business contracts with real estate developers, sellers, agencies and agents, housing buyers, and other marketplace
participants, we have been and may continue to be involved in legal proceedings arising from contract disputes. In response to the heightened credit risks of
real estate developers amid the downturn status of China’s real estate market in recent years, we have initiated an increased number of lawsuits against real
estate developers to protect our accounts receivable. In the meantime, as commissions are payable to real estate agencies by us after we have collected
payments from real estate developers, we have also seen an increased number of lawsuits initiated by real estate agencies against us. We believe these lawsuits
are immaterial to our company on an individual basis or a collective basis. However, regardless of the outcome, litigations or other legal or administrative
proceedings may result in substantial costs and diversion of management resources and attention.
In addition, we may also receive formal and informal inquiries from government authorities and regulators regarding our compliance with laws and
regulations, many of which are evolving and subject to interpretation. Claims arising out of actual or alleged violations of law could be asserted against us by
developers and real estate sellers, agents, real estate buyers, competitors, or governmental entities in civil or criminal investigations and proceedings or by
other entities. These claims could be asserted under a variety of laws in different jurisdictions, including but not limited to internet information services laws,
intellectual property laws, unfair competition laws, data protection and privacy laws, labor and employment laws, securities laws, real estate laws, tort laws,
contract laws, property laws and employee benefit laws.
There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws.
Even if we are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights
against the various parties involved may be expensive, time-consuming and ultimately futile. These actions could expose us to negative publicity and to
substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or
revocation of licenses to conduct business.
We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our
costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors
and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in China and the Cayman Islands, and to new and
evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to
continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to
compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve
over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address or comply with these regulations or any subsequent
changes, we may be subject to penalty and our business may be harmed.
We have limited insurance coverage which could expose us to significant costs and business disruption.
The insurance industry in China is still in an early stage of development and PRC insurance companies offer only limited business insurance products. We
only maintain limited insurance policies to safeguard against risks and unexpected accidents, we do not maintain business interruption insurance or litigation
insurance coverage for our operations in China. Any business disruption, litigation or natural disaster may cause us to incur substantial costs and result in the
diversion of our resources, as well as significantly disrupt our operations, and have a material adverse effect on our business, financial position and results of
operations. Moreover, to improve our performance and to prevent disruption of our services, we may have to make substantial investments to deploy
additional servers or create one or more copies of our website to mirror our online resources, either of which could increase our expenses and reduce our net
income.
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A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.
COVID-19 had a severe and negative impact on the Chinese and global economy in 2021 and 2022. Due to the impact of COVID-19 and other factors,
the world economy suffered a noticeable slowdown. Commercial activities throughout the world were curtailed with decreased consumer spending, business
disruptions, interrupted supply chains and difficulties in travel. Even before the outbreak of COVID-19, the global macroeconomic environment was facing
numerous challenges. The growth rate of the Chinese economy had already been slowing since 2010. There is considerable uncertainty over the long-term
effects of the expansionary monetary and fiscal policies which were adopted by the central banks and financial authorities of some of the world’s leading
economies, including the United States and China. The war in Ukraine and the imposition of broad economic sanctions on Russia could continue raising
energy prices and disrupt global markets. Unrest, terrorist threats and geopolitical tensions, including armed conflicts between Israel and Hamas, may increase
market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian
countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States
and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic
conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or
prolonged slowdown in the Chinese or global economy may materially and adversely affect our business, results of operations and financial condition.
The COVID-19 coronavirus has had and may continue to have adverse impact on our business, financial condition and prospects.
Since December 2019, a novel strain of coronavirus, COVID-19, has led to a global pandemic. The outbreak of the COVID-19 pandemic caused the
Chinese government to take unprecedented measures to contain the virus, such as lock-down of cities, nationwide travel restrictions and compulsory
quarantine requirements. In late 2022, China began easing its COVID-19 policies by lifting the travel restrictions and quarantine requirements. Future
lockdowns or other restrictive measures previously imposed if ever reinitiate could have a material impact on our operations and financial condition. Amidst
the COVID-19 pandemic as well as other factors such as the continued downturn status of China’s real estate market, we observed a significant drop in real
estate transactions completed in our marketplace, and suffered a fall in our financial results. There remains uncertainty as to the residual impact of the virus
and the potential effect on our financial results. The real estate industry is affected by all of the factors that affect the economy in general. To the extent the
COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this
“Risk Factors” section, such as those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness.
In addition to COVID-19, we face risks related to other health epidemics and natural disasters, which could significantly disrupt our operations and
adversely affect our business, financial condition or results of operation.
In addition to the impact of COVID-19, our business could be adversely affected by the effects of Ebola virus disease, H1N1 flu, H7N9 flu, avian flu,
Severe Acute Respiratory Syndrome, or other epidemics. Our business operations could be disrupted if any of our employees is suspected of having any of
these epidemics, since it could require our employees to be quarantined and/or our offices to be disinfected. In addition, to the extent that any of these
epidemics harms the Chinese economy in general, our results of operations and financial performance could be adversely affected.
We are also vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins,
war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures,
which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide products and
services on our platform.
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Risks Related to Our Corporate Structure
If the PRC government deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in
the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or
be forced to relinquish our interests in those operations.
Foreign ownership in the business involving value-added telecommunications service (except for e-commerce, domestic conferencing, store-and-forward,
and call center services), including internet real estate services, is subject to significant restrictions under current PRC laws, rules and regulations. Our holding
company is a Cayman Islands company, and one of its wholly owned subsidiaries in PRC, Shenzhen Fangdd, which we refer to as our WFOE, is considered a
foreign-invested enterprise. Since our business involves provision of the value-added telecommunications service, we conduct our business in China, including
our online business for new and resale properties transaction services, our rental services, and other services, primarily through Fangdd Network, and its
subsidiaries. We have gained control over Fangdd Network through a series of contractual arrangements by and between our WFOE, Fangdd Network and its
shareholders, and we refer to Fangdd Network as the VIE. The VIE and its subsidiaries have the licenses, approvals or fillings with relevant authorities that are
essential for our business operations.
We have entered into, through our WFOE, a series of contractual arrangements with the VIE and its shareholders. These contractual arrangements enable
us to (i) direct the activities that most significantly affect the economic performance of the VIE and its subsidiaries; (ii) receive substantially all of the
economic benefits from the VIE and its subsidiaries in consideration for the services provided by the WFOE; and (iii) have an exclusive option to purchase all
or part of the equity interest in the VIE or to all or part of the assets of the VIE, when and to the extent permitted by PRC law, or request any existing
shareholder of the VIE to transfer all or part of the equity interest in the VIE to another PRC person or entity designated by us at any time in our discretion.
These agreements make us their “primary beneficiary” for accounting purposes under U.S. GAAP. For descriptions of these contractual arrangements, see
“Item 4. Information on the Company—C. Organizational Structure—Contractual Agreements with the VIE and its Shareholders.” We believe that our
corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Our PRC legal counsel, based on its
understanding of the relevant laws and regulations, is of the opinion that each of the contracts among our WFOE, the consolidated VIE and the VIE’s
shareholders is valid, binding and enforceable in accordance with its terms. However, our PRC legal counsel has also advised us that there are substantial
uncertainties regarding the interpretation and application of PRC laws and regulations, including the Foreign Investment Law (2019), Regulations on Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules and the Telecommunications Regulations and the relevant regulatory
measures concerning the telecommunications industry. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC
legal counsel. There can be no assurance that the PRC government authorities, such as the Ministry of Commerce, or the MOFCOM, the MIIT, or other
authorities that regulate our business and other participants in the telecommunications industry, would agree that our corporate structure or any of the above
contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that
may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government
authorities have broad discretion in interpreting these laws and regulations.
We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. As of the date of this
annual report, based on the opinion of our PRC legal counsel, we believe that our WFOE and the VIE are not subject to permission requirements from the
CSRC, CAC, nor any other entity to approve these contractual arrangements. However, PRC laws and regulations governing the approval of these contractual
arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. Accordingly, the PRC
regulatory authorities may take a view that is contrary to the view of our PRC counsel. There can be no assurance that the PRC government authorities such as
the Ministry of Commerce, or the MOFCOM, the MIIT, or other authorities that regulate our business and other participants in the telecommunications
industry, would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory
requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the approval of
these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. As of the
date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding our corporate structure and contractual arrangements from
the CSRC, CAC or any other PRC government authorities. If we inadvertently conclude that approvals are not required, or if these regulations change or are
interpreted differently and we are required to obtain approval in the future, our shares may decline in value or become worthless if we are unable to assert our
contractual control rights over the assets of the VIE and its subsidiaries that conduct all or substantially all of our operations. If the PRC government
determines that these contractual arrangements do not comply with its restrictions on foreign investment in the internet business, if these regulations or the
interpretation of existing regulations change or are interpreted differently in the future, or if the PRC government otherwise finds that we, the VIE, or any of
its subsidiaries is in violation of PRC laws or regulations or lack the necessary permits or licenses to operate our business, the relevant PRC regulatory
authorities, including but not limited to the MIIT, which regulates internet information service companies, would have broad discretion in dealing with such
violations, including:
● revoking our business and operating licenses;
● discontinuing or restricting our operations;
38
● imposing fines or confiscating any of our income that they deem to have been obtained through illegal operations;
● requiring us, our PRC subsidiaries and the VIE and its subsidiaries to restructure the relevant ownership structure or operations;
● placing restrictions on our right to collect revenues;
● restricting or prohibiting our use of the proceeds from our initial public offering to finance the business and operations of the VIE; and
● taking other regulatory or enforcement actions that could be harmful to our business.
The imposition of any of these penalties could have a material and adverse effect on our business, financial condition and results of operations. If any of
these penalties results in our inability to direct the activities of the VIE that most significantly impact its economic performance, and/or our failure to receive
the economic benefits from the VIE, we may not be able to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial
statements in accordance with U.S. GAAP. In addition, our shares may decline in value or become worthless if we are unable to assert our contractual control
rights over the assets of the VIE and its subsidiaries that conduct all or substantially all of our operations.
We rely on contractual arrangements with the VIE and its shareholders to exercise control over our business, which may not be as effective as direct
ownership in providing operational control.
Since the applicable PRC laws, rules and regulations restrict foreign ownership in the value-added telecommunications services, we conduct our online
real estate service and derive related revenues through the contractual arrangements with the VIE. We rely on contractual arrangements with the VIE and its
shareholders for our business operations, and these contractual arrangements may not be as effective as direct ownership in providing us with control over the
VIE. We rely on the performance by the VIE and its shareholders of their obligations under the contracts to exercise control over the VIE. The shareholders of
the VIE may not act in the best interests of us or may not perform their obligations under these contracts. Such risks exist throughout the period in which we
intend to operate certain portion of our business through the contractual arrangements with the VIE. As we have no direct or indirect ownership interest in the
VIE, these contractual arrangements, including the voting proxies granted to us, may not be as effective in providing us with control over these companies as
direct or indirect ownership. If we were the controlling shareholder of the VIE with direct or indirect ownership, we would be able to exercise our rights as
shareholders to effect changes in the board of directors, which in turn could effect change, subject to any applicable fiduciary obligations, at the management
level. Since we control the VIE through contractual arrangements, if the VIE or its shareholders fail to perform their obligations under these contractual
arrangements, we may be forced to (i) incur substantial costs and resources to enforce such arrangements, including the voting proxies, and (ii) rely on legal
remedies available under PRC law, including exercising our call option right over the equity interest in the VIE or the assets of the VIE, seeking specific
performance or injunctive relief, and claiming monetary damages. See “—Any failure by the VIE or its shareholders to perform their obligations under our
contractual arrangements with them would have a material and adverse effect on our business.” In the event that we are unable to enforce these contractual
arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, our business, financial
condition and results of operations could be materially and adversely affected.
The equity and asset transfer and foreclosure of pledge in accordance with our contractual arrangements shall be subject to procedures required by
relevant PRC authorities. In addition, the equity and asset transfer price may be subject to review and tax adjustment by the relevant tax authority.
39
The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial
condition.
Shareholders of the VIE include Xi Zeng, Yi Duan, Wei Zhang, Li Zhou, Jiaorong Pan, and Ying Lu, holding 46.62%, 31.95%, 9.00%, 8.88%, 2.66%, and
0.90%, respectively, of the equity interest in the VIE. Xi Zeng and Yi Duan are our co-founders. Jiaorong Pan is our director and chief operating officer.
However, we cannot assure you that these shareholders would not have potential conflicts of interest with us. If they breach, or cause the VIE to breach, or
refuse to renew, the existing contractual arrangements we have with them and the VIE, our ability to effectively control the VIE and receive economic benefits
from the VIE and its subsidiaries would be materially and adversely affected. For example, the shareholders may be able to cause our agreements with the VIE
to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis.
We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be
resolved in our favor.
Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. For the shareholders
who are also our directors and executive officers, we rely on them to abide by the laws of the Cayman Islands and China, which provide that the directors owe
a fiduciary duty to the company that requires them to act in good faith and in what they believe to be the best interests of the company and not to use their
position for personal gain. There is currently no specific and clear guidance under PRC laws that address any conflict between PRC law and Cayman Islands
law in respect of any conflict relating to corporate governance. If we cannot resolve any conflict of interest or dispute between us and the shareholders of the
VIE, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of
any such legal proceedings.
Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse
effect on our business.
We refer to the shareholders of the VIE as its nominee shareholders because although they are the holders on record of equity interest in the VIE, pursuant
to the terms of the relevant power of attorney, each such shareholder has irrevocably authorized Xi Zeng to exercise his or her rights as a shareholder of the
VIE. However, if the VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial
costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific
performance or injunctive relief, and claiming damages, which we cannot assure will be effective under PRC law. For example, if the shareholders of the VIE
refuse to transfer their equity interest in the VIE to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if
they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.
All of the agreements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration or
litigation. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved through arbitration in Hong
Kong or litigation in PRC. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties
in the PRC legal system could limit our ability to enforce these contractual arrangements. See “—Risks Related to Doing Business in China—The PRC legal
system contains uncertainties, which could limit the legal protections available to you and us.” Meanwhile, there are very few precedents and little formal
guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law. There remain significant uncertainties
regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, rulings by arbitrators are final, parties cannot appeal the
arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only
enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the
event we are unable to enforce these contractual arrangements, or if we suffer significant delays or other obstacles in the process of enforcing these contractual
arrangements, we may not be able to exert effective control over the VIE, and our ability to conduct our business may be negatively affected.
40
Our contractual arrangements with the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe
additional taxes, which could negatively affect our financial condition and the value of your investment.
Pursuant to applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC
tax authorities within ten years after the taxable year when the transactions are conducted. Under the PRC Enterprise Income Tax Law effective as of January
1, 2008, every enterprise in China must submit its annual enterprise income tax return together with a report on transactions with its related parties to the
relevant tax authorities. The PRC tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are
inconsistent with arm’s length principles and we may face material and adverse tax consequences. If the PRC tax authorities determine that the contractual
arrangements between our WFOE, the VIE and its shareholders were not entered into on an arm’s-length basis in such a way resulting in an impermissible
reduction in taxes, they may adjust the VIE’ income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things,
reduce expense deductions recorded by the VIE for PRC tax purposes, which could, in turn, increase its tax liabilities without reducing the WFOE’ tax
expenses. In addition, if the WFOE requests the VIE’s shareholders to transfer their equity interest in VIE at nominal or no value, or the WFOE requests the
VIE to transfer its assets at nominal or no value pursuant to the contractual agreements, such transfer could be viewed as a gift and subject the WFOE to PRC
income tax. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on the VIE for the adjusted but unpaid taxes according to
the applicable regulations. Our financial position and results of operations could be materially and adversely affected if the VIE’ tax liabilities increase or if
they are required to pay late payment fees and other penalties.
Any unauthorized use of indicia of corporate power or authority would have a material adverse effect on our business.
In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each
legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to
this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our PRC subsidiaries, the VIE
and its subsidiaries are generally held securely by personnel designated or approved by us in accordance with our internal control procedures. To the extent
those chops are not kept safe, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be
severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were
chopped by an individual who lacked the requisite power and authority to do so.
We may lose the ability to utilize assets held by the VIE that are important to the operation of our business if the VIE goes bankrupt or becomes subject to
a dissolution or liquidation proceeding.
Our WFOE is considered foreign-invested enterprise in China and is, therefore, not permitted under the current PRC laws, rules and regulations to hold
the ICP license that are critical to our operations. The VIE, therefore, holds the ICP License required for operating our website and our mobile applications in
China. Under our contractual arrangements, the shareholders of the VIE may not approve the VIE to sell, transfer, mortgage or dispose of its assets or legal or
beneficial interests in the business in any manner without our prior consent. However, in the event that the shareholders breach this obligation and voluntarily
liquidate the VIE, or the VIE declares bankruptcy, or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to
continue some or all of our operations, which could materially and adversely affect our business, financial condition and results of operations. Furthermore, if
the VIE or its subsidiaries undergo a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to
some or all of its assets, hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results
of operations.
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Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law (2019) and how they may impact the
viability of our current corporate structure, corporate governance and operations.
The value-added telecommunications services that we conduct through the VIE and its subsidiaries are subject to foreign investment restrictions set forth
in the Special Management Measures (Negative List) for the Access of Foreign Investment issued by MOFCOM and the National Development and Reform
Commission, effective January 2022.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, or the Foreign Investment Law (2019), which became
effective on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law
and the Wholly Foreign-Owned Enterprise Law to become the legal foundation for foreign investment in the PRC. The Foreign Investment Law (2019) mainly
focuses on foreign investment promotion, foreign investment protection and foreign investment management. The Foreign Investment Law (2019) does not
mention the concept of “actual control,”, nor does it specify the regulation on controlling via contractual arrangements. However, since it is relatively new,
uncertainties still exist in relation to its interpretation and implementation. For instance, under the Foreign Investment Law (2019), “foreign investment” refers
to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other entities in China. Though it does not explicitly classify
contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via contractual arrangements would not be interpreted
as a type of indirect foreign investment activities in the future. In addition, the definition of foreign investment contains a catch-all provision that includes
investments made by foreign investors through other means stipulated in laws, administrative regulations or provisions of the State Council. Therefore, it still
leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of
foreign investment. In any of these cases, it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access
requirements for foreign investment under the PRC laws and regulations. If further actions shall be taken under future laws, administrative regulations or
provisions of the State Council, we may face substantial uncertainties as to whether we can complete such actions. Failure to do so could materially and
adversely affect our current corporate structure, corporate governance and operations.
Risks Related to Doing Business in China
The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our
ADSs.
We conduct our business in China primarily through our PRC subsidiaries and the VIE. Our operations in China are governed by PRC laws and
regulations. The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value
of our ADSs. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our ADSs. Any actions by the
Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or become worthless.
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There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and
regulations governing our and the VIE’s business, or the enforcement and performance of our contractual arrangements with the VIE. These laws and
regulations may be subject to change, the enforcement of laws and regulations in China could be uncertain and the rules and policies in China may change
quickly with little advance notice, which could result in a material adverse change in our operations and the value of our ADSs. New laws and regulations that
affect existing and proposed future businesses may also be applied retroactively. Due to the uncertainty and complexity of the regulatory environment, we
cannot assure you that we and the VIE would always be in full compliance with applicable laws and regulations, the violation of which may have an adverse
effect on our and the VIE’s business and our reputation. Also, the PRC government has recently indicated an intent to exert more oversight over offerings that
are conducted overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or
continue to offer securities to investors. In addition, implementation of industry-wide regulations directly targeting our operations could cause our securities to
significantly decline in value or become worthless. Therefore, investors of our company face potential uncertainty from actions taken by the PRC government
affecting our business.
The approval of and the filing with the CSRC, CAC or other PRC governmental authorities may be required in connection with our future offshore
offerings under PRC law and if required, we cannot predict whether or how soon we will be able to obtain such approval or complete such filing.
On February 17, 2023, the CSRC promulgated a set of new regulations, including the Trial Administrative Measures of Overseas Securities Offerings and
Listings by Domestic Companies, or the Trial Measures, and five supporting guidelines. The regulations came into effect on March 31, 2023. The Trial
Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration.
Requirements for filing entities, time points and procedures are specified. Where a PRC domestic company indirectly offers and lists securities in overseas
markets, the issuer shall designate a major domestic operating entity to file with the CSRC. Companies, like us, that are already listed overseas as of March 31,
2023 are not required to make an immediate filing with the CSRC until a subsequent offering, in which case a filing should be made with the CSRC within the
timeframe required by the Trial Measures. We submitted a filing to the CSRC on July 24, 2023 for our registered offering conducted on July 18, 2023 and
closed on July 19, 2023. The filing is currently under the CSRC’s review as of the date of this annual report. We are uncertain whether the status of the
previous filing will affect our filing application for a future offering. Failure to complete the filing required by the Trial Measures may result in a warning and
a fine between RMB1 million and RMB10 million as for the domestic entity. However, uncertainty remains as to the interpretation and implementation of the
Trial Measures and five supporting guidelines upon promulgation.
The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, among other things, requires offshore
special purpose vehicles formed for the purpose of an overseas listing and controlled by PRC companies or individuals, to obtain the CSRC approval prior to
listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear. Our PRC legal counsel has advised
us that, based on their understanding of the current PRC laws, the CSRC approval is not required under the M&A Rules for our offshore offerings because the
ownership structures of our PRC subsidiaries and VIE were not established through acquisition of equity interest or assets of any PRC domestic company by
foreign entities as defined under the M&A Rules. However, we have been advised by our PRC legal counsel that there are uncertainties regarding the
interpretation and application of the PRC law, and there can be no assurance that the PRC government will ultimately take a view that is not contrary to the
above opinion of our PRC legal counsel. If it is determined that the CSRC approval is required for our offshore offerings, we may face sanctions by the CSRC
or other PRC regulatory agencies for failure to seek the CSRC approval for such offerings.
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Furthermore, relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down Illegal Securities Activities, which provided
that the administration and supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on
overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and
regulatory authorities. However, the Opinions on Strictly Cracking Down Illegal Securities Activities were only issued recently, leaving uncertainties
regarding the interpretation and implementation of these opinions. It is possible that any new rules or regulations may impose additional requirements on us.
The draft Regulations for the Administration of Cyber Data Security, or the Draft Data Security Regulations, published by the CAC on November 14,
2021 for public comments until December 13, 2021 require that a data processor who processes personal information of more than 1 million individuals shall
(i) go through the cyber security review if it intends to be listed in a foreign country; (ii) report to the local CAC within 15 working days once identifying any
important data. Where data processors conduct merger, reorganization separation, or otherwise, the data recipient shall continue to perform its data security
protection obligations, and the data processor shall report to the local competent department if personal information of more than one million people is
involved. The Draft Data Security Regulations also require a data processor processing important data or being listed outside China shall carry out data
security assessment annually by itself or through a third-party data security service provider and submit assessment report to local agency of the CAC. As no
detailed rules or implementation of the Draft Data Security Regulations have been issued, the CAC and the PRC governmental authorities may have wide
discretion in the interpretation and enforcement of these regulations. It also remains uncertain whether the future regulatory changes would impose additional
restrictions on companies like us. If the enacted version of the Draft Data Security Regulations requires any clearance of cybersecurity review and other
specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all. On December 28,
2021, the CAC and 12 other regulatory authorities jointly issued the Cyber Security Review Measures. The Cyber Security Review Measures provide, among
others, (i) the purchase of cyber products and services by critical information infrastructure operators that affects or may affect national security and the data
processing activities engage in by network platform operators that affect or may affect national security shall be subject to the cybersecurity review by the
Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; and (ii) the network
platform operators with personal information data of more than one million users that seek for listing in a foreign country are obliged to apply for a
cybersecurity review by the Cybersecurity Review Office. However, the Cyber Security Review Measures do not provide any explanation or interpretation of
“affect or may affect national security”, and Chinese government may have broad discretion in interpreting and enforcing these laws and regulations. We
cannot predict the impact of the Cyber Security Review Measures, if any, at this stage, and we will closely monitor and assess the statutory developments in
this regard. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding offshore offering from the CAC or
any other PRC governmental authorities.
If it is determined in the future that a filing with the CSRC or other procedural requirements are required to be met for and prior to an offering, it is
uncertain whether we can or how long it will take us to complete such filing or procedures and any such filing could be rescinded. Any failure to obtain or
delay in obtaining such filing or completing such procedures for an offering, or a rescission of any such filing, may subject us to sanctions by the relevant PRC
governmental authorities. The governmental authorities may impose restrictions and penalties on our operations in China that could have a material adverse
effect on our business, financial condition, results of operations and prospects, as well as the trading price of the ADSs. The PRC governmental authorities
may also take actions requiring us, or making it advisable for us, to halt an offering before settlement and delivery of the ADSs offered hereby. Consequently,
if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may
not occur. In addition, if the PRC governmental authorities later promulgate new rules or explanations requiring that we obtain their approvals for filings,
registrations or other kinds of authorizations for an offering, we cannot assure you that we can obtain the approval, authorizations, or complete required
procedures or other requirements in a timely manner, or at all, or obtain a waiver of the requisite requirements if and when procedures are established to obtain
such a waiver.
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Changes in PRC government policies or political or social conditions could have a material adverse effect on the overall economic growth in China, which
could adversely affect our business, financial condition and results of operations.
Our business and operations are primarily conducted in China. Accordingly, our financial condition and results of operations have been, and are expected
to continue to be, affected by the economic, political and social developments in relation to the internet, online marketing and real estate industries in China. A
slowdown of economic growth in China could reduce sales of real estate and related products and services, which in turn could materially and adversely affect
our business, financial condition and results of operations. In addition, the increased global focus on social, ethical and environmental issues may lead to
China’s adoption of more stringent standards in these areas, which may adversely impact the operations of China-based companies including us. See “—Risks
Related to Our Business and Industry—Our business is susceptible to fluctuations in China’s real estate market, its overall economic growth and government
measures aimed at China’s real estate industry.” for more information.
The Chinese economy differs from the economies of most developed countries in many respects, including a higher level of government involvement, the
ongoing development of a market-oriented economy, a higher level of control over foreign exchange, and a less efficient allocation of resources.
While the PRC economy has experienced significant growth since the late 1970s, growth has been uneven, both geographically and among various sectors
of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. These
measures are intended to benefit the overall PRC economy, but may also have a negative effect on us. For example, our business, financial condition and
results of operations could be adversely affected by PRC government control over capital investments or changes in tax regulations that are applicable to us.
The PRC economy has been transitioning from a centrally-planned economy to a more market-oriented economy. Although the PRC government has
implemented measures since the late 1970s which emphasize the utilization of market forces for economic reform, the PRC government continues to play a
significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s
economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies.
The PRC legal system contains uncertainties, which could limit the legal protections available to you and us.
In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall
effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China. These PRC
subsidiaries are subject to laws and regulations applicable to foreign-invested enterprises in China. In particular, they are subject to PRC laws, rules and
regulations governing foreign companies’ ownership and operation of Internet information services as well as of the real estate sector. Such laws and
regulations are subject to change, and their interpretation and enforcement involve uncertainties, which could limit the legal protections available to us and our
investors. In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to
existing laws or the interpretation or enforcement of such laws, or the preemption of local regulations by PRC laws, rules and regulations.
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Moreover, China has a civil law system based on written statutes, which, unlike common law systems, is a system in which decided judicial cases have
little precedential value. Furthermore, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes.
The relative inexperience of China’s judiciary in many cases creates additional uncertainty as to the outcome of litigation. In addition, enforcement of existing
laws or contracts based on existing laws may be uncertain and sporadic, and it may be difficult to obtain swift and equitable enforcement within China. All
such uncertainties could materially and adversely affect our business, financial condition and results of operations.
Regulation and censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for information
displayed on, retrieved from or linked to our websites and mobile applications.
The PRC government has adopted regulations governing internet access and the distribution of information over the internet. Under these regulations,
internet content providers and internet publishers are prohibited from posting or displaying over the internet content that, among other things, impairs the
national dignity of China, contains terrorism or extremism content, or is reactionary, obscene, superstitious, fraudulent or defamatory, or otherwise violates
PRC laws and regulations. Failure to comply with these requirements may result in the revocation of licenses to provide internet content and the closure of the
concerned websites and applications. The website operator may also be held liable for such censored information displayed on or linked to the website.
In addition, the MIIT has published regulations that subject website operators to potential liability for content displayed on their websites and for the
actions of users and others using their systems, including liability for violations of PRC laws prohibiting the dissemination of content deemed to be socially
destabilizing. The Ministry of Public Security has the authority to order any local internet service provider to block any internet website at its sole discretion.
From time to time, the Ministry of Public Security has stopped the dissemination over the internet of information which it believes to be socially destabilizing.
The State Administration for the Protection of State Secrets is also authorized to block any website it deems to be leaking state secrets or failing to meet the
relevant regulations related to the protection of state secrets in the dissemination of online information.
Although we attempt to monitor the illicit content posted by users on our platform, we may not be able to effectively control or restrict illicit content
(including comments as well as pictures, videos and other multimedia content) generated or placed on our platform by our users. To the extent that PRC
regulatory authorities find any content displayed on our platform inappropriate, they may require us to limit or eliminate the dissemination of such information
on our platform. Failure to do so may subject us to liabilities and penalties and may even result in the temporary blockage or complete shutdown of our online
operations. If this were to happen, our business and results of operations would be materially and adversely affected.
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Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and adversely affect the
amount of dividends, if any, we may pay our shareholders.
The PRC Enterprise Income Tax Law classifies enterprises as resident enterprises and non-resident enterprises. The PRC Enterprise Income Tax Law
provides that an income tax rate of 20% may be applicable to dividends payable to non-resident investors, which (i) do not have an establishment or place of
business in the PRC, or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment
or place of business, to the extent such dividends are derived from sources within the PRC. The State Council of the PRC reduced such rate to 10% through
the implementation regulations of the PRC Enterprise Income Tax Law. Further, pursuant to the Double Tax Avoidance Arrangement between Hong Kong and
Mainland China, or the Double Tax Avoidance Arrangement, and the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax
Treaties issued in February 2009 by the State Administration of Taxation of the PRC, or the SAT, if a Hong Kong resident enterprise owns more than 25% of
the equity interest in a company in China at all times during the 12-month period immediately prior to obtaining a dividend from such company, the 10%
withholding tax on dividends is reduced to 5% provided certain other conditions and requirements under the Double Tax Avoidance Arrangement and other
applicable PRC laws are satisfied at the discretion of relevant PRC tax authority.
If our Cayman Islands holding company and our Hong Kong subsidiary are considered as non-resident enterprises and our Hong Kong subsidiary is
considered as a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement and is determined by the competent PRC tax authority to have
satisfied relevant conditions and requirements, then the dividends paid to our Hong Kong subsidiary by its PRC subsidiaries may be subject to the reduced
income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to the Enforcement of
Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax
rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. In addition, based on the
Announcement on Certain Issues Concerning the Recognition of Beneficial Owners in Tax Treaties issued on February 3, 2018 by SAT, comprehensive
analysis shall be conducted based on the factors listed and the actual circumstances of the specific cases to recognize the “beneficial owner.” If we fail to be
recognized as beneficial owner, we will not be entitled to the abovementioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement.
If we are required under the PRC Enterprise Income Tax Law to pay income tax for any dividends we receive from our subsidiaries in China, or if our Hong
Kong subsidiary is determined by PRC government authority as receiving benefits from reduced income tax rate due to a structure or arrangement that is
primarily tax-driven, it would materially and adversely affect the amount of dividends, if any, we may pay to our shareholders.
If we are classified as a “resident enterprise” of China under the PRC Enterprise Income Tax Law, we and our non-PRC shareholders could be subject to
unfavorable tax consequences, and our business, financial condition and results of operations could be materially and adversely affected.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside the PRC with “de facto management body”
within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The
implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the
business, productions, personnel, accounts and properties of an enterprise. In 2009, SAT issued a circular, known as SAT Circular 82, which provides certain
specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or
foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in
determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC
enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to
PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational
management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations
or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located
or maintained in the PRC; and (iv) at least 50% of board members with voting rights or senior executives habitually reside in the PRC.
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We believe that our Cayman Islands holding company, Fangdd Cayman, is not a PRC resident enterprise for PRC tax purposes. However, the tax resident
status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto
management body.” If the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for enterprise income tax
purposes, we may be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the
ADSs. In addition, non-resident enterprise shareholders, including our ADS holders, may be subject to PRC tax at a rate of 10% on gains realized on the sale
or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident
enterprise, dividends paid to our non-PRC individual shareholders, including our ADS holders, and any gain realized on the transfer of ADSs or ordinary
shares by such shareholders may be subject to PRC tax at a rate of 20% which in the case of dividends may be withheld at source. Any PRC tax liability may
be reduced by an applicable tax treaty. However, it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax
treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns
on your investment in the ADSs or ordinary shares.
In addition to the uncertainty as to the application of the “resident enterprise” classification, we cannot assure you that the PRC government will not
amend or revise the taxation laws, rules and regulations to impose stricter tax requirements or higher tax rates. Any of such changes could materially and
adversely affect our financial condition and results of operations.
Governmental control of currency conversion may affect the value of your investment.
Currently, the Renminbi cannot be freely converted into any foreign currency. The PRC government imposes controls on the convertibility of RMB into
foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current
structure, our income will be primarily derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may
restrict the ability of our PRC subsidiaries and our affiliated entity to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise
satisfy their foreign currency dominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit
distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State
Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, for most capital account items, approval from or
registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future
to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy
our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the ADSs.
Fluctuation in exchange rates could have a material adverse effect on our results of operations and the value of your investment.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and
economic conditions in China and by China’s foreign exchange policies. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times
significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund completed the regular five-year review of the
basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a
freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound.
In the fourth quarter of 2016, the RMB has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. With the
development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in
the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in
value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between
the Renminbi and the U.S. dollar in the future.
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Significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, to the extent that we need to convert
U.S. dollars we receive from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an
adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the
purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi
would have a negative effect on the U.S. dollar amount available to us. Very limited hedging options are available in China to reduce our exposure to exchange
rate fluctuations. As of the date of this annual report, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency
exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we
may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations
that restrict our ability to convert Renminbi into foreign currency or to convert foreign currency into Renminbi.
PRC regulations related to offshore investment activities by PRC residents and enterprises may increase our administrative burden and restrict our
overseas and cross-border investment activity. If our PRC resident and enterprise shareholders fail to make any required applications and filings under
such regulations, we may be unable to distribute profits to such shareholders and may become subject to liability under PRC law.
In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and
Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous SAFE Circular 75. SAFE Circular
37 requires PRC residents, including PRC individuals and PRC corporate entities, to register with SAFE or its local branches in connection with their direct or
indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore
acquisitions that we may make in the future.
Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in
offshore special purpose vehicles are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or
indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any material change.
Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to
reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of
such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the
SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice on
Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications
for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37,
must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE.
We may not be aware of the identities of all of our beneficial owners who are PRC residents+. We do not have control over our beneficial owners and
there can be no assurance that all of our PRC resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules, and there is
no assurance that any required registration under SAFE Circular 37 and any amendment will be completed in a timely manner, or at all. The failure of our
beneficial owners who are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and
subsequent implementation rules, or the failure of future beneficial owners of our Company who are PRC residents to comply with the registration procedures
set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions.
Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries and limit our PRC
subsidiaries’ ability to distribute dividends to us. These risks may have a material adverse effect on our business, financial condition and results of operations.
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Furthermore, as these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has
been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments and transactions, will
be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval
process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely
affect our financial condition and results of operations. We cannot assure you that we have complied or will be able to comply with all applicable foreign
exchange and outbound investment related regulations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the
owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the
foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional
capital contributions to our PRC operating subsidiaries.
As an offshore holding company of our PRC operating subsidiaries, we may make loans to our PRC subsidiaries, the VIE and the VIE’s subsidiaries, or
may make additional capital contributions to our PRC subsidiaries, subject to satisfaction of applicable governmental registration and approval requirements.
Any loans we extend to our PRC subsidiaries, which are treated as foreign-invested enterprises under PRC law, cannot exceed the statutory limit and must
be registered with the local counterpart of the SAFE.
We may also decide to finance our PRC subsidiaries by means of capital contributions. According to the relevant PRC regulations on foreign-invested
enterprises in China, these capital contributions are subject to registration with or approval by the MOFCOM or its local counterparts. In addition, the PRC
government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On March 30, 2015, SAFE promulgated Circular 19,
which took effect and replaced certain previous SAFE regulations from June 1, 2015. SAFE further promulgated Circular 16, effective on June 9, 2016, which,
among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital
converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for
business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope. On October 23,
2019, SAFE issued the Circular to Further Promote Cross-border Trade and Investment to further ease cross-border trade and investment, according to which
foreign non-investment enterprises are allowed to carry out domestic equity investment provided that such investment will not violate applicable special
administrative measures (negative list) for foreign investment access and the investment projects shall be authentic and legitimate. Violations of the applicable
circulars and rules may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. If the VIE
requires financial support from us or our wholly owned subsidiaries in the future and we find it necessary to use foreign currency-denominated capital to
provide such financial support, our ability to fund the VIE’s operations will be subject to statutory limits and restrictions, including those described above.
These circulars may limit our ability to transfer the net proceeds from our initial public offering to the VIE and our PRC subsidiaries, and we may not be able
to convert the net proceeds from our initial public offering into Renminbi to invest in or acquire any other PRC companies in China. Despite the restrictions
under these SAFE circulars, our PRC subsidiaries may use their income in Renminbi generated from their operations to finance the VIE through entrustment
loans to the VIE or loans to the VIE’s shareholders for the purpose of making capital contributions to the VIE. In addition, our PRC subsidiaries can use
Renminbi funds converted from foreign currency registered capital to carry out any activities within their normal course of business and business scope,
including to purchase or lease servers and other relevant equipment and fund other operational needs in connection with their provision of services to the
relevant VIE under the applicable exclusive technical support agreements.
In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we
cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if
at all, with respect to future loans to our PRC subsidiaries or the VIE or future capital contributions by us to our PRC subsidiaries. If we fail to complete such
registrations or obtain such approvals, our ability to use the proceeds we expect to receive from our initial public offering and to fund our PRC operations may
be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
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We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and
any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to make investments
or acquisitions, pay dividends or otherwise fund our business.
We are a holding company, and we may rely on dividends from our subsidiaries in China for our cash requirements, including any debt we may incur.
Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese
accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside a certain amount of its after-tax profits each year, if
any, to fund certain statutory reserves. These reserves are not distributable as cash dividends. Furthermore, if our subsidiaries in China incur debt on their own
behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, the PRC tax
authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and
adversely affect our subsidiaries’ ability to pay dividends and other distributions to us. Any limitation on the ability of our subsidiaries to distribute dividends
or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses,
pay dividends, or otherwise fund and conduct our business.
Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the
PRC plan participants or us to fines and other legal or administrative sanctions.
Under the applicable regulations and SAFE rules, PRC citizens who participate in an employee stock ownership plan or a stock option plan in an overseas
publicly listed company are required to register with SAFE and complete certain other procedures. In February 2012, SAFE promulgated the Notices on Issues
concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or
the Stock Option Rules, which replaced the Application Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee
Stock Ownership Plan or Stock Option Plans of Overseas Publicly-Listed Companies issued by SAFE in March 2007. Pursuant to the Stock Option Rules, if a
PRC resident participates in any stock incentive plan of an overseas publicly-listed company, a qualified PRC domestic agent must, among other things, file on
behalf of such participant an application with SAFE to conduct the SAFE registration with respect to such stock incentive plan and obtain approval for an
annual allowance with respect to the purchase of foreign exchange in connection with the exercise or sale of stock options or stock such participant holds.
Such participating PRC residents’ foreign exchange income received from the sale of stock and dividends distributed by the overseas publicly-listed company
must be fully remitted into a PRC collective foreign currency account opened and managed by the PRC agent before distribution to such participants. We and
our PRC resident employees who have been granted stock options or other share-based incentives of our Company are subject to the Stock Option Rules. If we
or our PRC resident participants fail to comply with these regulations, we and/or our PRC resident participants may be subject to fines and legal sanctions. See
“Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Stock Incentive Plans.”
The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which
could make it more difficult for us to pursue growth through acquisitions in China.
The M&A Rules and relevant regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could
make merger and acquisition activities by foreign investors more time consuming and complex. The M&A Rules require that the MOFCOM be notified in
advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned,
(ii) such transaction involves factors that have or may have impact on the national economic security; or (iii) such transaction will lead to a change in control
of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The approval from MOFCOM shall be obtained in circumstances where
overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies.
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The Anti-Monopoly Law, or the AML, promulgated by the Standing Committee of the National People’s Congress, which became effective in
August 2008, requires that when a concentration of undertakings occurs and reaches statutory thresholds, the undertakings concerned shall file a prior
notification with MOFCOM. Without the clearance from MOFCOM, no concentration of undertakings shall be implemented and effected. Mergers,
acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be
notified in advance to the MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the
Prior Notification Rules, issued by the State Council in August 2008 is triggered. If such prior notification is not obtained, MOFCOM may order the
concentration to cease its operations, dispose of shares or assets, transfer the business of the concentration within a time limit, take any other necessary
measures to restore the situation as it was before the concentration, and may impose administrative fines.
In addition, the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued
by the MOFCOM in August 2011, specify that mergers and acquisitions by foreign investors involved in “an industry related to national security” are subject
to strict review by the MOFCOM, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a
proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements
of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes,
including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions.
We cannot preclude the possibility that the MOFCOM or other government agencies may publish explanations contrary to our understanding or broaden
the scope of such security reviews in the future, in which case our future acquisitions in the PRC, including those by way of entering into contractual control
arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through
future acquisitions would as such be materially and adversely affected.
We and our shareholders face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises, assets attributed to a PRC
establishment of a non-PRC company or immovable properties located in China owned by non-PRC companies.
In February 2015, SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident
Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends its tax jurisdiction to transactions involving transfer of other taxable assets through offshore
transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clear criteria for assessment of reasonable commercial purposes
and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Public Notice 7
also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. In October 2017,
SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at
Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The Bulletin 37 further clarifies the practice and procedure of the withholding of
non-resident enterprise income tax. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interest of an overseas
holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable
assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the
existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring
PRC tax. As a result, gains derived from such indirect transfer other than transfer of Shares of ADSs acquired and sold on public markets may be subject to
PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at
a rate of 10% for the transfer of equity interest in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax
laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.
We face uncertainties as to the reporting and other implications of certain past and future transactions that involve PRC taxable assets, such as offshore
restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is
transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Public Notice 7 or
Bulletin 37, or both.
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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our
management named in this annual report based on foreign laws.
We are an exempted company incorporated under the laws of the Cayman Islands. We conduct substantially all of our operations in China and a
substantial portion of our assets are located in China. In addition, many of our senior executive officers and directors reside within China for a significant
portion of the time and some of them are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside
China. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal
securities laws against us and our officers and directors. In addition, the courts of the Cayman Islands or the PRC are unlikely to (i) recognize or enforce
judgments of U.S. courts against us or our directors or officers that are predicated upon the civil liability provisions of the securities laws of the United States
or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands or the PRC to impose liabilities against us or our directors or
officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States so far as the liabilities
imposed by those provisions are penal in nature.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce
foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws, regulations and interpretations based
either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any
treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In
addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide
that the judgment violates the basic principles of PRC laws or national sovereignty, security or the public interest. As a result, it is uncertain whether and on
what basis a PRC court would enforce a judgment rendered by a court in the United States.
The PCAOB had historically been unable to inspect our former auditor in relation to their audit work.
Our former auditor, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is required by the laws
of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards.
Because our former auditor was located in the PRC, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations
completely before 2022, our former auditor was not inspected by the PCAOB in relation to their audit work for our company. On December 15, 2022, the
PCAOB issued a report that vacated its December 16, 2021 determination and removed Mainland China and Hong Kong from the list of jurisdictions where it
is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate
completely audit firms in Mainland China and Hong Kong, among other jurisdictions.
Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control
procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in China in the past
made it difficult to evaluate the effectiveness of our former auditor’s audit procedures or quality control procedures as compared to auditors outside of China
that were subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial
statements. As part of our continued efforts to ensure accuracy of our financial reporting, our audit committee periodically communicates with our
independent auditor to oversee and evaluate the audit procedures and status. However, we cannot assure you that the measures our audit committee has taken
or will take in the future are effective. We dismissed our former auditor located in Mainland China and engaged our current auditor, a Singapore-based
accounting firm that is registered with the PCAOB and meets the PCAOB inspection requirements, as our independent registered public accounting firm that
issues the audit report included elsewhere in this annual report.
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Our ADSs may be prohibited from trading in the United States under the HFCA Act in the future if the PCAOB is unable to inspect or investigate
completely auditors located in China. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your
investment.
Pursuant to the Holding Foreign Companies Accountable Act, or the HFCA Act, if the SEC determines that a company retains a foreign accounting firm
that cannot be subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit its securities from being traded on a national securities
exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report relaying to the SEC its
determinations that the board was unable to inspect or investigate completely registered public accounting firms in Mainland China and Hong Kong. In March
2022, the SEC issued its first “Conclusive list of issuers identified under the HFCA Act” indicating that those companies were formally subject to the delisting
provisions. In May 2022, we were conclusively identified by the SEC under the HFCA Act due to the fact that our previous auditor was located in Mainland
China and could not be inspected by the PCAOB.
On August 26, 2022, the PCAOB signed with the CSRC and the Ministry of Finance of the PRC a Statement of Protocol, which gives the PCAOB sole
discretion to select the firms, audit engagements and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors and
investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed. On December 15, 2022,
the PCAOB issued a report that vacated its December 16, 2021 determination and removed Mainland China and Hong Kong from the list of jurisdictions
where it was unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and
investigate completely audit firms in Mainland China and Hong Kong, among other jurisdictions.
Our company’s current auditor, as the independent registered public accounting firm that issues the audit report included elsewhere in this annual report,
can be inspected under the PCAOB requirements. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate
completely accounting firms in Mainland China and Hong Kong, it may create uncertainty about the ability of our current auditor to fully cooperate with the
PCAOB’s request for audit work papers. Such lack of inspection could cause trading in our securities to be prohibited under the HFCA Act and ultimately
result in a determination by a securities exchange to delist our securities. If our shares and ADSs are prohibited from trading in the United States, there is no
certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition would
substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would cause our
ADSs to significantly decline in value or become worthless. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable
to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.
It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in
China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated
outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another
country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States
may not be efficient in the absence of mutual and practical cooperation mechanisms. Furthermore, according to Article 177 of the PRC Securities Law, or
Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection
activities within the territory of the PRC. While detailed interpretations of or implementation rules under Article 177 are yet to be promulgated, the inability
for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties you may
face in protecting your interests.
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Risks Related to The ADSs
We may be unable to comply with the applicable continued listing requirements of Nasdaq.
ADSs representing our Class A ordinary shares are currently listed on Nasdaq. In order to maintain this listing, we must satisfy minimum financial and
other continued listing requirements and standards. On January 4, 2022, we received a notice from Nasdaq, notifying that we were not in compliance with the
minimum bid price requirement set forth under Nasdaq Listing Rule 5450(a)(1) because the bid price of our ADSs closed below US$1.00 per ADS for the 30
consecutive trading days from November 19, 2021 to January 3, 2022. We were granted a grace period of 180 calendar days, expiring on July 5, 2022, in
which to regain compliance. In order to regain compliance with the minimum bid price requirement, we changed the ratio of our ADSs representing Class A
ordinary shares from one (1) ADS representing twenty five (25) Class A ordinary shares to one (1) ADS representing three hundred seventy-five (375) Class
A ordinary shares. The change became effective on June 7, 2022. On June 22, 2022, Nasdaq confirmed in a compliance notice that for the ten consecutive
trading days, from June 7 through June 21, 2022, the closing bid price of our ADSs had been at $1.00 per share or greater. Accordingly, we regained
compliance with Nasdaq Listing Rule 5450(a)(1), and the matter was closed.
On October 20, 2022, we received another notice from Nasdaq, stating that we were not in compliance with the Nasdaq listing requirement to maintain a
minimum market value of publicly held shares, or MVPHS, of at least US$5 million for a period of 30 consecutive trading days, as required under Nasdaq
Listing Rule 5450(b)(1)(C). We were provided 180 calendar days, or until April 18, 2023, to regain compliance with the MVPHS requirement. On March 24,
2023, based on our company’s MVPHS for a period of 11 consecutive trading days, from March 9 to March 23, 2023, Nasdaq confirmed that our company’s
MVPHS had been greater than US$5 million. Accordingly, we regained compliance with the MVPHS requirement and this matter was closed.
On June 22, 2023, we were informed by Nasdaq that we were not in compliance with the minimum bid price requirement under Nasdaq Listing Rule
5450(a)(1) and were granted a grace period of 180 calendar days till December 19, 2023 to cure the deficiency. To regain compliance with the minimum bid
price requirement, we effected a reverse ADS split on August 4, 2023, changing the ratio of the ADSs representing Class A ordinary shares from one (1) ADS
representing three hundred seventy-five (375) Class A ordinary shares to one (1) ADS representing five thousand six hundred and twenty-five (5,625) Class A
ordinary shares. On August 21, 2023, Nasdaq confirmed that we regained compliance with the Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the
ADSs representing our Class A ordinary shares had been at US$1.00 per share or above from August 4 through August 17, 2023.
We received another notification from Nasdaq on December 13, 2023, notifying us that we are currently not in compliance with the minimum bid price
requirement and that we have been granted 180 calendar days until June 10, 2024 to regain compliance. If we were unable to regain compliance within the
grace period for this requirement or any other applicable listing requirements of Nasdaq, our ADSs would be subject to delisting. In the event that our ADSs
are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange, trading of our ADSs could be conducted only in the over-
the-counter market established for unlisted securities such as OTC Markets. In such event, it could become more difficult to dispose of, or obtain accurate
price quotations for our ADSs, which could cause the price of our ADSs to decline further.
The market price movement of the ADSs may be volatile.
The trading prices of the ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad
market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed
companies based in China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in
some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies’ securities after their
offerings, including Internet companies, online retail and mobile commerce platforms and consumer finance service providers, may affect the attitudes of
investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of the ADSs, regardless of our actual
operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate
structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us,
regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and
volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other
jurisdictions in late 2008, early 2009, the second half of 2011, 2015, 2021 and 2022, which may have a material and adverse effect on the trading price of the
ADSs.
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In addition to the above factors, the price and trading volume of the ADSs may be highly volatile due to multiple factors, including the following:
● regulatory developments affecting us or our industry;
● announcements of studies and reports relating to the quality of our service offerings or those of our competitors;
● changes in the economic performance or market valuations of other real estate service providers;
● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;
● changes in financial estimates by securities research analysts;
● conditions in the market for real estate services;
● announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or
capital commitments;
● additions to or departures of our senior management;
● fluctuations of exchange rates between the Renminbi and the U.S. dollar; and
● release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs, and sales or perceived potential sales of additional
ordinary shares or ADSs.
The sale or availability for sale of substantial amounts of the ADSs or ordinary shares could adversely affect their market price.
Sales of substantial amounts of the ADSs or ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the
market price of the ADSs. As of March 31, 2024, we had 36,354,249,496 ordinary shares outstanding, comprising of (i) 35,856,759,709 Class A ordinary
shares (excluding 643,016,250 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of
awards granted under our share incentive plans and upon the exercise of warrants issued on July 19, 2023), (ii) 490,418,360 Class B ordinary shares, and (iii)
7,071,427 Class C ordinary shares. As of March 31, 2024, 35,728,220,900 Class A ordinary shares of our company represented by approximately 6,351,683
ADSs were freely transferable without restriction or additional registration under the Securities Act. The remaining Class A ordinary shares outstanding and
Class A ordinary shares converted from the Class B ordinary shares or the Class C ordinary shares will be available for sale, subject to volume and other
restrictions as applicable under Rules 144 and 701 under the Securities Act. Certain holders of our ordinary shares may cause us to register under the
Securities Act the sale of their shares. Sales of these registered shares in the form of ADSs in the public market could adversely affect the market price of the
ADSs.
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Our triple-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control
transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
Our ordinary share capital consists of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Holders of Class A ordinary shares,
Class B ordinary shares and Class C ordinary shares shall vote together as one class on all resolutions submitted to a vote by the shareholders. In respect of
matters requiring the votes of shareholders, holders of Class A ordinary shares are entitled to one vote per share, while (i) holders of Class B ordinary shares
are entitled to ten votes per share and (ii) holders of Class C ordinary shares are entitled to 10,000 votes per share, except that we shall only amend, alter,
modify or change the rights, restrictions, preferences or privileges of Class C ordinary shares with the written consent of the holders holding a majority of the
issued and outstanding Class C ordinary shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and
outstanding Class C ordinary shares.
Each Class B ordinary share or Class C ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, or
subject to automatic and immediate conversion into one Class A ordinary share once certain conditions are met, while neither Class A ordinary shares nor
Class C ordinary shares are convertible into Class B ordinary shares under any circumstances, neither Class A ordinary shares nor Class B ordinary shares are
convertible into Class C ordinary shares under any circumstances.
Due to the disparate voting powers attached to these three classes, holders of our Class B ordinary shares and Class C ordinary shares have significant
voting power over matters requiring shareholders’ approval. This concentrated control will limit your ability to influence corporate matters and could
discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may
view as beneficial.
If securities or industry analysts cease to publish research or reports about our business, or if they adversely change their recommendations regarding the
ADSs, the market price for the ADSs and trading volume could decline.
The trading market for the ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If
research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades the ADSs or publishes
inaccurate or unfavorable research about our business, the market price for the ADSs would likely decline. If one or more of these analysts cease coverage of
our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading
volume for the ADSs to decline.
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of the ADSs for return on your investment.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a
result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any
future dividend income.
Our board of directors has complete discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that
our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would
result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution
declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to declare and pay
dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our
capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and
other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future
price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You
may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.
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We may need additional capital, and the sale of additional ADSs or other equity securities could result in additional dilution to our shareholders, while the
incurrence of debt may impose restrictions on our operations.
We believe that our current cash, cash equivalents, restricted cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash
needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments,
including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell
equity or debt securities or obtain a credit facility. The sale of equity securities would result in dilution to our shareholders. The incurrence of indebtedness
would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. We
cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of holders of our ordinary shares and
ADSs.
Our current memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to
engage in change-of-control transactions, including a provision that grants authority to our board of directors to establish and issue from time to time one or
more series of preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that
series, any or all which may be greater than the rights associated with our Class A ordinary shares, in the form of ADSs. These provisions could have the effect
of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to
obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our
shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or
special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of ADS, or otherwise. Preferred shares
could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our
board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our Class A ordinary
shares and ADSs may be materially and adversely affected.
We qualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that
permit less detailed and frequent reporting than that of a U.S. domestic public company.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the
Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of
the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections
of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades
made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing
unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, foreign
private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are
accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt
from Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the
same protections afforded to shareholders of companies that are not foreign private issuers.
If we lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to
U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in
our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if
we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a
foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would
make some activities highly time-consuming and costly. These rules and regulations could also make it more difficult for us to attract and retain qualified
members of our board of directors.
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As a foreign private issuer, we are permitted to, and we have elected to, rely on exemptions from certain Nasdaq corporate governance standards
applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less
protection to holders of our Class A ordinary shares and ADSs.
As a Cayman Islands exempted company listed on the Nasdaq Global Market, we are subject to the Nasdaq corporate governance listing standards. For
example, Rule 5605 of the Nasdaq Stock Market Rules requires listed companies to have, among other things, a majority of its board members to be
independent, and to have independent director oversight of executive compensation and nomination of directors.
However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate
governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For
example, under Cayman Islands law we are not required to (i) have a majority of independent directors serve on our board of directors, (ii) have a
compensation committee composed entirely of independent directors, (iii) have a nominating committee composed entirely of independent directors, and (iv)
hold annual meeting of shareholders within one year after the end of a fiscal year. With respect to the foregoing corporate governance requirements, we have
elected to follow home country practice. See “Item 16G. Corporate Governance.” As a majority of our board of directors are currently not independent
directors, fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease
as a result. Since we have chosen to follow certain home country practice, our shareholders may be afforded less protection than they otherwise would enjoy
under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.
The concentration of our share ownership among our directors and executive officers will likely limit your ability to influence corporate matters and could
discourage others from pursuing any change of control transaction that holders of our Class A ordinary shares and ADSs may view as beneficial.
As of March 31, 2024, our directors and executive officers and their affiliated entities together beneficially own approximately 1.5% of our total issued
and outstanding ordinary shares, representing 67.9% of our total voting rights. As a result of the concentration of voting power, these directors and executive
officers will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets,
election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our
company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our
company and may reduce the price of the ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others
from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.
There can be no assurance that we were not a passive foreign investment company, or PFIC, for 2023 or that we will not be a PFIC for 2024 or any other
taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in the ADSs or ordinary shares.
A non-United States corporation will be a PFIC for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for
such year is passive income or (ii) at least 50% of the value of its assets (based on a weighted quarterly average) during such year is attributable to assets that
produce or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether a non-
United States corporation is a PFIC for that year. Although the law in this regard is unclear, we intend to treat the VIE (and its subsidiaries) as being owned by
us for U.S. federal income tax purposes, not only because we direct the activities of the VIE (and its subsidiaries) that most significantly impact the economic
performance of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of
operations in our consolidated financial statements. Assuming that we are treated as the owner of the VIE (and its subsidiaries) for U.S. federal income tax
purposes, and based upon our current and expected income and assets, including goodwill and other unbooked intangibles, and the market value of the ADSs),
we do not believe we were a PFIC for U.S. federal income tax purposes for the taxable year ended December 31, 2023.
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The determination of our PFIC status is a fact-intensive determination made on an annual basis and the applicable law is subject to varying interpretation.
The value of our assets for purposes of the asset test may be determined by reference to the market price of the ADSs, fluctuations in the market price of the
ADSs may cause us to become a PFIC for the current or subsequent taxable years. In addition, the composition of our income and assets will also be affected
by how, and how quickly, we use our liquid assets and the cash raised in our initial public offering. If we determine not to deploy significant amounts of cash
for active purposes or if it were determined that we do not own the stock of the VIE for U.S. federal income tax purposes, our risk of being a PFIC may
substantially increase. In light of the foregoing, there can be no assurance that we were not, or will not be, a PFIC for any taxable year, and our U.S. counsel
expresses no opinion with respect to our PFIC status for any prior, current or future taxable year.
If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—U.S. Federal Income
Taxation) holds the ADSs or ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Item 10. Additional
Information—E. Taxation—U.S. Federal Income Taxation—Passive Foreign Investment Company Rules.”
Since shareholder rights under Cayman Islands law differ from those under U.S. law, you may have difficulty protecting your shareholder rights.
We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our
memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of
shareholders to take action against our directors, actions by our minority shareholders and the fiduciary responsibilities of our directors to us under Cayman
Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from
comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive
authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman
Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the
Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and
judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder
derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than
the Memorandum and Articles of Association, the Register of Mortgages and Charges and special resolutions of our shareholders) or to obtain copies of lists
of shareholders of these companies. Our directors have discretion under our currently effective memorandum and articles of association to determine whether
or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from
other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies
incorporated in other jurisdictions such as the United States. Since we have chosen to follow certain home country practice, our shareholders may be afforded
less protection than they otherwise would enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. See “—As a
foreign private issuer, we are permitted to, and we have elected to, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S.
issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our
Class A ordinary shares and ADSs.”
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management,
members of our board of directors or our controlling shareholders than they would as public shareholders of a company incorporated in the United States.
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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions based on United States or
other foreign laws against us or our management.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of
association, the Companies Act of the Cayman Islands (As Revised) and the common law of the Cayman Islands. The rights of shareholders to take action
against our directors, actions by our minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large
extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial
precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on
a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly
established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less
developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of
corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal
court of the United States.
Judgments obtained against us by our shareholders may not be enforceable in our home jurisdiction.
We are an exempted company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in China and
substantially all of our assets are located in China. In addition, all our senior executive officers reside within China for a significant portion of the time and
most are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside mainland China. In
addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many
other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any
matter not subject to a binding arbitration provision may be difficult or impossible.
The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct how the
Class A ordinary shares which are represented by your ADSs are voted.
Holders of ADSs do not have the same rights as our registered shareholders. As a holder of the ADSs, you will not have any direct right to attend general
meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which are carried by the underlying
Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit
agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. If we instruct the depositary to ask for your
instructions, then upon receipt of your voting instructions, the depositary will try, as far as practicable, to vote the underlying Class A ordinary shares which
are represented by your ADSs, in accordance with your instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still
vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote with respect to the
underlying Class A ordinary shares represented by your ADSs unless you cancel and withdraw such shares and become the registered holder of such shares
prior to the record date for the general meeting. Under our currently effective memorandum and articles of association, the minimum notice period required for
convening a general meeting is ten calendar days. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to
withdraw the underlying Class A ordinary shares represented by your ADSs and to vote directly with respect to any specific matter or resolution to be
considered and voted upon at the general meeting. In addition, under our currently effective memorandum and articles of association, for the purposes of
determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in
advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing
the underlying Class A ordinary shares represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would
not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will
arrange to deliver our voting materials to you. We have agreed to give the depositary prior notice of shareholder meetings. Nevertheless, we cannot assure you
that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by
your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your
voting instructions. This means that you may not be able to exercise your right to direct how the underlying Class A ordinary shares represented by your ADSs
are voted and you may have no legal remedy if the underlying Class A ordinary shares represented by your ADSs are not voted as you requested.
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We are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit
agreement, without the prior consent of the ADS holders.
We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent
of the ADS holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us. Amendments
may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business
relationship with the depositary. In the event that the terms of an amendment may prejudice a substantial existing right of ADS holders, ADS holders will only
receive 30 days’ advance notice of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. At the time an
amendment becomes effective, ADS holders are considered, by continuing to hold their ADSs, to have agreed to the amendment and to be bound by the
amended deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when
we decide to list our shares on a non-U.S. securities exchange and determine not to continue to sponsor an ADS facility, when we become the subject of a
takeover or a going-private transaction, or when we incur the insolvency event. If the ADS facility terminates, ADS holders will receive at least 90 days’ prior
notice, but no prior consent is required from them. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to
resign and we have not appointed a new depositary within 60 days. Under the circumstances that we decide to make an amendment to the deposit agreement
that may prejudice a substantial existing right of ADS holders or terminate the deposit agreement, the ADS holders’ choices will be limited to selling their
ADSs or surrendering their ADSs and becoming direct holders of the underlying Class A ordinary shares, but will have no right to any compensation
whatsoever. No assurance can be given that a sale of ADSs could be made at a price satisfactory to the holder in such circumstances.
You may not be able to participate in rights offerings and may experience dilution of your holdings.
We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will
not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from
registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is
not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from
registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to
endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may
experience dilution of their holdings as a result.
The depositary for the ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs if you do not vote at
shareholders’ meetings, except in limited circumstances, which could adversely affect your interests.
Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote our Class A ordinary shares
underlying your ADSs at shareholders’ meetings if:
● we have timely provided the depositary with notice of meeting and related voting materials; and
● we confirm to the depositary that we reasonably do not know of any substantial shareholder opposition to a particular question and the particular
question is not materially adverse to the interests of shareholders.
The effect of this discretionary proxy is that if you do not vote at shareholders’ meetings, you cannot prevent our Class A ordinary shares underlying your
ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of
our company. Holders of our ordinary shares are not subject to this discretionary proxy.
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You may not receive distributions on ordinary shares or any value for them if it is illegal or impractical to make them available to you.
The depositary of the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A ordinary shares or
other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of the
underlying Class A ordinary shares represented by your ADSs. However, the depositary is not responsible if it decides that it is unlawful or impractical to
make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities
that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The
depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less
than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under
U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other
action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we
make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material
decline in the value of the ADSs.
You may be subject to limitations on transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems it
expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in
connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books
for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver,
transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary
thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement,
or for any other reason.
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes
to the plaintiffs in any such action.
The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permitted by law, ADS holders
waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit
agreement, including any claim under the U.S. federal securities laws.
If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts
and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury
trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However,
we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern
the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit
agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly,
intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable
that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.
If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit
agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with
respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and the depositary. If a lawsuit is brought against either or
both of us and the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted
according to different civil procedures and may result in different outcomes than a trial by jury would have, including results that could be less favorable to the
plaintiffs in any such action.
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Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a
jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or
the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”
Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. It is possible that, had our
independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional
material weaknesses and deficiencies. We are subject to the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq,
which impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in revenues for
our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified
reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor
attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal
control over financial reporting. The JOBS Act also permits an emerging growth company to delay adopting new or revised accounting standards until such
time as those standards apply to private companies.
We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming
and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward
ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as
a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and
procedures. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find
qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these
rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
We commenced operations in October 2011 through Shenzhen Fangdd Network Technology Co., Ltd., or Fangdd Network, a company incorporated in
China. Since its inception, Fangdd Network has focused on providing online real estate services. In September 2013, we incorporated Fangdd Cayman, in the
Cayman Islands as our holding company. In October 2013, Fangdd Cayman established a wholly owned subsidiary, Fangdd BVI, in the British Virgin Islands,
which in turn established Fangdd HK, a wholly owned subsidiary in Hong Kong in November 2013. In March 2014, Shenzhen Fangdd, was incorporated as a
PRC subsidiary wholly owned by Fangdd HK.
Due to restrictions imposed by PRC laws and regulations on foreign ownership of companies engaged in value-added telecommunication services and
certain other businesses, Shenzhen Fangdd entered into a series of contractual arrangements, as amended and restated, with Fangdd Network and its
shareholders, through which we obtained control over Fangdd Network and its subsidiaries. As a result, we are regarded as the primary beneficiary of Fangdd
Network and its subsidiaries. We treat them as our consolidated affiliated entities under U.S. GAAP, and have consolidated the financial results of these
entities in our consolidated financial statements in accordance with U.S. GAAP. We refer to Shenzhen Fangdd as our WFOE, and to Fangdd Network as the
VIE in this annual report. We depend on these contractual arrangements with the VIE and its shareholders to conduct most aspects of our operation. For more
details and risks related to the VIE, please see “—C. Organizational Structure—Contractual Agreements with the VIE and its Shareholders” and “Item 3. Key
Information—D. Risk Factors—Risks Related to Our Corporate Structure.”
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On November 1, 2019, ADSs representing our Class A ordinary shares commenced trading on the Nasdaq Global Market under the symbol “DUO.” We
raised approximately US$71.6 million in net proceeds from the issuance of new shares from our initial public offering after deducting underwriting
commissions and the offering expenses payable by us. In November 2019, the underwriters exercised their over-allotment option and we raised approximately
US$6.1 million in net proceeds from the issuance of new shares after deducting underwriting discounts and offering expenses payable by us.
In December 2022, we issued and sold 1,000,000 ADSs, representing 375,000,000 Class A ordinary shares of our company, at a price of US$0.6976 per
ADS in a registered direct offering and raised approximately US$470,708 in net proceeds after deducting the placement agent fees and offering expenses. We
intend to use the net proceeds from this offering for general corporate purposes.
On February 12, 2023, we issued a convertible promissory note due on August 12, 2023 in a principal amount of US$21 million pursuant to a convertible
note purchase agreement dated January 13, 2023. The note bore an interest rate of 8% per annum, payable on the maturity date. At any time before the
maturity date, the note was convertible in whole into Class A ordinary shares at the option of the noteholder. On March 9, 2023, the noteholder elected to
convert the note into an aggregate of 18,750,000,000 Class A ordinary shares at an amended conversion price of US$0.00112 per share. After the issuance of
the conversion shares, the note was cancelled and no amount of the note remains outstanding.
On March 3, 2023, we sold and issued 322,164 ADSs, representing 120,811,500 Class A ordinary shares of our company, at a price of US$0.6208 per
ADS in a registered direct offering and raised approximately US$82,460 in net proceeds after deducting the offering expenses. We intend to use the net
proceeds from this offering for general corporate purposes.
On July 19, 2023, we issued and sold to certain investors in a registered direct offering (i) 761,904 ADSs, representing 4,285,710,000 Class A ordinary
shares of our company, (ii) the regular warrants to purchase up to an aggregate of 761,904 ADSs, representing 4,285,710,000 Class A ordinary shares of our
company, and (iii) the reset warrants that permitted cashless exercise of up to an aggregate of 1,904,761 ADSs, representing 10,714,280,625 Class A ordinary
shares of our company. As of the date of this annual report, (i) an aggregate of 761,904 ADSs are issuable upon exercise of the regular warrants, and (ii) an
aggregate of 1,904,761 ADSs were issued and sold to the investors via cashless exercise as set forth in the reset warrants, representing all the ADSs issuable
under the reset warrants. As of the date of this annual report, we have raised approximately US$6,573,495.86 in net proceeds in connection with this offering
after deducting the offering expenses. We intend to use the net proceeds from this offering for general corporate purposes.
Our board of directors approved the creation of Class C ordinary shares in November 2022 for the purpose of enhancing our ability to execute long-term
business strategies and enabling new equity financing while maintaining a stable corporate structure and senior management team. Holders of Class C
ordinary shares have certain special voting rights and conversion rights. In particular, each Class C ordinary share entitles the holder thereof to 10,000 votes on
all matters subject to a shareholder vote and is convertible into one Class A ordinary share at the option of the holder thereof. Please refer to “Item 10.
Additional Information—B. Memorandum and Articles of Association” in this annual report on Form 20-F for a summary of the rights of Class C ordinary
shares. As of March 31, 2024, we had issued 7,071,427 Class C ordinary shares to ZX INTERNATIONAL LTD, a company controlled by Mr. Xi Zeng, our
chairman of the board of directors and chief executive officer. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party
Transactions—Share Issuance to ZX INTERNATIONAL LTD and Mr. Xi Zeng” for more information.
Our principal executive offices are located at Room 4106, Building 12B1, Shenzhen Bay Ecological Technology Park, Nanshan District, Shenzhen,
518067, People’s Republic of China. Our telephone number at this address is +86 755 2699 8968. Our registered office is situated at Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Puglisi &
Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC on www.sec.gov. You can also find information on our website www.fangdd.com. The information on our website should not be deemed a part of this
annual report.
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B. Business Overview
We are a customer-oriented PropTech company based in China, focusing on providing real estate transaction digitalization services. We operate a real
estate-focused online marketplace for real estate transactions and related services in China. Our marketplace connects real estate sellers, agents, buyers, and
other participants as part of a vibrant ecosystem and a self-reinforcing network, enabling marketplace participants to transact real estate assets with efficiency
at lowered costs. We provide all participants with one-stop digital real estate transaction services and seamless transaction experience through our reliable and
extensive property listings, SaaS solutions and intelligent matching algorithms and other real estate related services.
We provide agencies and agents with innovative products and SaaS solutions to improve the way they conduct business and manage their day-to-day
operations, making them increasingly reliant on our tools and services. This enables us to build a huge agent network, thereby accumulating the service
resources of real estate transactions on our marketplace. By providing real estate sellers with innovative and diversified digital marketing solutions as well as
access to our extensive agent network, we help real estate sellers to move their traditional offline business online and improve transaction efficiency, thereby
gathering the property resources of real estate transactions on our marketplace. In addition, we continue to attract real estate buyers and other participants to
our marketplace by leveraging the property and asset resources and related services we have and continually improve the efficiency of transactions and service
abilities on our marketplace with unique market insights, underpinned by our proprietary artificial intelligence, algorithms and data. In 2023, the gross
merchandise value, or the GMV, of closed-loop transactions facilitated in our marketplace was RMB15.0 billion (US$2.1 billion).
Our Online Marketplace
We build an open online marketplace for real estate transactions and related services. Our marketplace connects real estate sellers, agents, buyers, and
other participants as part of a vibrant ecosystem and a self-reinforcing network. We provide all participants with one-stop digital real estate transaction
services and seamless transaction experience through our reliable and extensive property listings, SaaS solutions and intelligent matching algorithms, and
other real estate related services.
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The foundation of our marketplace is transaction digitalization. Through our diversified SaaS products and solutions, we help real estate sellers and agents
to identify effective sales leads and potential home buyers, achieve efficient online interactions and improve marketing efficiency while providing superior
customer experience and better quality at lower customer acquisition costs. By building the rules and tools required for transactions, we move the components
of real estate transactions online, including, among other things, communication, commission settlement. Based on the rich data generated by our marketplace
and our big data analysis capabilities, we improve the transparency and efficiency of real estate transactions on our marketplace by, among others, monitoring
transactions on the marketplace, matching property listings to the most suitable agents, recommending agents to real estate developers and filtering out
inaccurate property information. We provide all marketplace participants with basic management systems and tools for online operations, encompassing SaaS
solutions for agents, real estate sellers and real estate buyers, respectively, as well as other real estate related services for other participants, such as asset
management services, to name a few.
Our marketplace is driven by the following core attributes:
● Technological Expertise. We have built a real-time data warehouse, utilizing data analysis and cloud computing to provide visualized data services.
We provide targeted recommendations to marketplace participants through artificial intelligence algorithms. We also offer customized products to all
participants in the real estate industry, enabling them to boost operational efficiency.
● A Strong and Trustworthy Brand. We have been deeply involved in the real estate industry for over a decade, during which we have developed
favorable brand recognition. As real estate sellers in China tend to partner with companies with a long operating history, extensive agent resources
and diversified product and service offerings, we gain competitive advantages in attracting real estate sellers to post listings on our marketplace. As
such, our brand name as well as product and service capabilities facilitate effective online transactions.
● Amicable relationship among platform participants. All participants on our marketplace are indispensable in successful real estate transactions. As an
online marketplace that facilitates these transactions, we understand the importance of building and maintaining amicable relationships among all
marketplace participants, especially real estate buyers and agents, which contributes to our ability to obtain sufficient property resources and service
resources and grow our business.
● Profound industry insights. With our focus on China’s real estate industry, we draw on our extensive knowledge of this industry, in-depth
understanding of real estate transaction services and digital operations, and profound insights into industry trends. We are therefore well-positioned to
provide value-added services and products catering to the diverse and ever-changing needs of marketplace participants, and seize market
opportunities.
Marketplace Participants
Real Estate Sellers
Real estate sellers who put their assets, such as new properties, existing parking spaces and apartments on our marketplace can utilize our digital
marketing services and vast agent network to expand their potential customer base in order to boost sales. Our massive agent database, comprehensive agent
profiles and advanced matching capabilities allow us to recommend the most suitable agents to real estate sellers based on their specific experience, expertise
and client bases. We have established robust business relationships with high-quality real estate developers in China. Our cooperation with developers covers
various of their properties and we receive from them preferable terms from time to time, such as above-market commission rates. Our typical commission
rates before paying the agents for their services range from 2% to 4% and there were 765 new property projects on our marketplace in 2023.
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Real Estate Agents
We have developed a rigorous set of rules to effectively regulate and manage agent activities in our marketplace. Our onboarding procedures ensure that
we engage with capable and trustworthy agents. After agents set up their online shops in our marketplace, we continuously guide them and monitor the quality
of their services. For example, we customarily sign a strategic cooperation agreement with agencies and require agencies and their agents to follow our
guidance in their sales and commission process. We also develop specific sales strategies based on our research and data analysis results, and closely follow
agents’ performance in serving real estate buyers. If agents are found to be non-compliant with our policies and instructions, we provide further guidance and
issue warnings or take punitive measures for significant violations in certain cases. Agents are also required to report the status of each transaction so that we
can offer in-time and customized strategies, such as asking them to follow up with real estate buyers at regular intervals. In 2023, we had over 72.5 thousand
active agents on our marketplace.
Real Estate Buyers
We attract real estate buyers to our marketplace mainly through our reliable and extensive property listings, transparent agent information and online
transaction experience in our marketplace. We provide a verified and continuously updated database with our core management system to help real estate
agents serve real estate buyers efficiently and effectively. In 2023, our marketplace facilitated total closed-loop transactions of RMB15.0 billion (US$2.1
billion) in GMV.
Other Participants
We also expand our partnership with other real estate owners to further enhance our ecosystem. In 2023, we launched our asset management services,
targeting an array of non-residential properties such as long-term rental apartments, industrial parks, commercial office spaces, and urban complexes. Our
asset management services are tailored for stakeholders like municipal investment companies and real estate developers, offering an integrated suite of
solutions that encompass design and planning, tenant acquisition, property management, and sales. By leveraging our digitalization services and industry
expertise, we empower asset holders to optimize returns and enhance the overall operational efficiency of their asset portfolios.
Our Product and Service Offerings
Building on the real estate transaction digitalization capabilities integrated into our marketplace, we offer innovative value-added products and services
including access to extensive listings and rich property-related data tailoring to the needs of different marketplace participants. For example, we have rolled
out a suite of SaaS solutions to facilitate the digitalization of real estate transactions for real estate sellers, agents and real estate buyers, respectively. With
these comprehensive SaaS solutions, together with our easy-to-use website, advanced data analysis capabilities, as well as agent-oriented training and
guidance, our marketplace have changed the traditional way of transacting, thereby increasing real estate transactions transparency, efficiency and experience.
Products and Services for Real Estate Sellers
The products and services we provide to real estate sellers mainly include:
● Property Cloud
We launched Property Cloud, a SaaS solution for real estate sellers, in December 2020. By interfacing with Duoduo Sales, Property Cloud connects real
estate sellers with agents directly. Developers can list properties, publish commission rates and set other terms in connection with sales on Property Cloud.
Once posted on Property Cloud, all of such information will be automatically pushed to agents and those who are interested can directly contact developers
through Duoduo Sales. As such, developers could access a large number of agents online at low costs, while agents can conduct commission settlement online.
At the same time, developers have access to a variety of functionalities on Property Cloud, including online sales office management, online customer
management, online channel management, online cost control, thereby breaking the traditional barriers of channel marketing, reducing marketing costs,
improving transaction matching efficiency and achieving the transformation to digital marketing.
● Marketplace Services
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We partner with real estate sellers to list their properties on our marketplace. Upon receiving the property information, we create digital portraits for the
properties by labeling the price, location, public facilities and other information of the properties, and uploading them to our marketplace. We then match the
properties based on their property portraits to the most suitable agents, facilitating transaction efficiency of transactions on our marketplace.
Products and Services for Real Estate Agents
The products and services we provide to real estate agents mainly include:
● Duoduo Sales. Duoduo Sales provides real estate agents with instant access to our marketplace functionalities and allows them to conduct
transactions on the go. Agents can access our extensive new and other property listings, large real estate buyer base and marketplace products and
services such as shared listings, data analytic tools, premium marketplace functions and AI-based marketplace assistance. It also helps individual
agents evaluate online business performances by showing the number and sources of real estate buyers who have visited the agent’s profile, listings
posted, shared and sold by the agent as well as the number of postings that share the agents’ listings, profile or other content in the marketplace.
Moreover, Duoduo Sales works seamlessly with our WeChat-based applications, allowing agents to reach their real estate buyer base directly through
WeChat postings and other targeted content-sharing activities.
● Duoduo Cloud Sales. Duoduo Cloud Sales connects agents to our comprehensive property database and large buyer base, allowing them to source,
manage and complete transactions online. In addition, by tracking agents’ activities and aggregating business data, Duoduo Boss provides agency
managers with a real-time overview of all the ongoing business activities within the organization, while Business Intelligence Reports enables them
to run multidimensional analysis and visualize such analytical results in a variety of ways.
● Training and Guidance. We provide both online and offline training and guidance to agents, helping them better understand and use our marketplace
functions and improve their operational efficiency. We also provide project-specific training sessions that introduce property features, sales targets
and strategies, and commission settlement process.
Products and Services for Real Estate Buyers
The products and services we provide to real estate buyers mainly include:
● Fangduoduo. Our buyer-side application Fangduoduo provides personalized services to potential real estate buyers in more than 73 cities in China
as of December 31, 2023. Real estate buyers can preview new and resale property information filtered by neighborhood, price range and size, contact
real estate agents, and keep themselves updated with housing market trends. They will also see a list of recommended properties selected by our data
analytics algorithms based on their behavioral patterns.
● Information matching service. Our marketplace provides a verified and continuously updated database as well as comprehensive and high-quality
housing listings and information in various forms of media so that real estate buyers can easily search and find properties. In addition, we fully
present property information leveraging technological tools such as AI and VR (virtual reality), providing a useful reference in the customers’
decision-making process.
● Real estate agency services. Our marketplace attracts real estate buyers through the service provided by experienced agents. In particular, we help
agents better serve real estate buyers through precise matching based on agents’ profiles and transaction data and increase transaction efficiency with
our core management system.
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Services for Other Participants
We started to offer professional asset management services in our marketplace in 2023, aimed at optimizing the performance and value of real estate
assets. Our asset management services target an array of non-residential properties such as long-term rental apartments, industrial parks, commercial office
spaces, and urban complexes. Our asset management services are tailored for stakeholders like municipal investment companies and real estate developers,
offering an integrated suite of solutions that encompass design and planning, tenant acquisition, property management, and sales.
Our Sources of Monetarization
Through our digitalization capabilities, we have built the necessary infrastructure and rules on our marketplace, and provided digitalization products and
services to real estate sellers, agents, real estate buyers and other participants on the marketplace to facilitate efficient online transactions and improve asset
value across different business scenarios and achieve positive interactions with marketplace participants.
Our primary sources of revenue are (i) property transaction services and (ii) innovation initiatives and other value-added services. For property transaction
services, we earn base commission revenue by charging commission fees when real estate buyers and sellers close transactions through the marketplace. Our
innovation initiatives and other value-added services include SaaS solutions and other value-added services which are provided based on our deep
understanding of marketplace participants’ problems and needs, such as our asset management services aimed at optimizing returns for asset holders and
enhancing the overall operational efficiency of their asset portfolios. For our SaaS solutions, we charge marketplace participants software subscription fees.
For other value-added services such as our asset management services, we charge consulting fees, management fees, sharing fees, and commissions.
Technology Systems and Infrastructure
We are a data and technology-driven online marketplace. Our marketplace is built on infrastructure with comprehensive functionalities that support the
entire lifecycle of real estate transactions from initial users acquisition and leads generation to listing management and transaction workflow management, and
further to payment and closing management. Empowered by our marketplace infrastructure, we have developed our database, AI and big data-driven
technologies specifically for our marketplace participants, to support our transaction-focused business model. Our marketplace provides participants with
access to extensive data and powerful data analytics tools and is designed to be highly scalable while maintaining a high level of data security.
For example, our marketplace maintained a verified and continuously updated database that covers 157 million properties in China as of December 31,
2023. When we receive new listing information, we label the prices, locations, public facilities and other information of these assets, upload them to our
marketplace and form asset portraits, which will be recommended to the most suitable agents and sellers to facilitate transactions. Meanwhile, when new
property information is submitted to our marketplace, we compare this information with existing data in our database to filter out those that are inconsistent.
We have also developed and strictly followed a verification procedure, including automatic data analytics algorithms, owner interviews and cross-agent
verification to ensure the reliability and authenticity of any new listing information. After recording the properties into our database, we continue to update and
expand our database through automated data scanning as well as through agents and property owners who contribute information to our marketplace.
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Data Processing and Analytics
We generate extensive data from marketplace activities and our proprietary data processing system is the foundation of our business. Once the original
property data and marketplace behavioral data are collected, we store, cleanse, structure and encrypt data for modeling exercises in an aggregated and
anonymized fashion. Our system delivers speed and scalability, providing data and analytics support across our product and service offerings. Our big data
analytics engines can perform real-time analytics as well as utilize offline algorithms to make relevant and targeted content and service recommendation to
marketplace users.
We have optimized our database structure to make it more suitable for AI and machine learning processes. We have developed comprehensive profile
systems of agents and real estate buyers on our marketplace based on their viewing and transaction histories and other marketplace activities. We also use
artificial intelligence-powered algorithms such as content-based collaborative filtering to predict a marketplace participant’s interests based on analyzing the
preferences of multiple participants and to construct big data recommendation engines. Our big data analytic capabilities enable us to achieve data fusion
across business scenarios upon our core database and provide our marketplace participants with highly efficient, intelligent and tailored data analytics services.
Our team of data scientists and engineers works continually to optimize our proprietary analytical models and improve our analytic capabilities. For example,
to ensure the authenticity of our listings, we improved traditional deep learning algorithms by using the machine learning technique of deep neural network
model to identify inaccurate or fraudulent listing information.
Data Security and Privacy
We consider the protection of the personal privacy of each of our marketplace users to be of paramount importance. To ensure the confidentiality and
integrity of our data, we maintain a comprehensive and rigorous data protection program. We gain access to vast amounts of behavioral data through real
estate transactions completed in our marketplace and products and services used by our marketplace participants, and we encrypt and store the data on our own
and third-party cloud servers, which are protected by firewalls. We connect real estate buyers with suitable agents and, other than basic contact information,
we do not provide individual real estate buyers’ information to any agent, or vice versa, in our marketplace.
We employ a variety of technical solutions to prevent and detect risks and vulnerabilities in user privacy and data security, such as encryption, firewall,
vulnerability scanning and log audit. For instance, we store and transmit all user data in an encrypted format and have a team of professionals who participate
in new product and feature development and are dedicated to the ongoing review and monitoring of data security practices. In addition, our core data can only
be accessed through computers designated for authorized use. We maintain data access logs that record all attempted and successful access to our data and
conduct automated monitoring and routine manual verification of large data requests. We also have clear and strict authorization and authentication procedures
and policies in place. Our employees only have access to data that are directly relevant and necessary to their job responsibilities and for limited purposes and
are required to verify authorization upon every access attempt. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and
Industry—Historically there have been occurrences of unexpected network interruptions and security breaches, including “hacking” or computer virus attacks.
Such disruptions in the future would cause delays or interruptions of service, damage our reputation and result in a loss of users of our products, which could
harm our business, operating results, and financial condition.”
Research and Product Development
We invest substantial resources in research and product development to improve our technology, develop new products that are complementary to existing
ones and find ways to better support real estate professionals and other marketplace participants. As of December 31, 2023, we had 43 software and product
development personnel, constituting more than 33.1% of all company employees. Our research and product development teams are primarily organized into
five groups: (1) software engineers that develop and implement products and services and our operations support personnel, (2) big data engineers that monitor
and build our database and data processing platform, (3) data scientists that conduct data modeling and algorithm researches, (4) product and user experience
developers that research into, create and manage new products, and (5) site reliability engineers that ensure the availability, stability, reliability and security of
our entire technology platform.
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Sales and Marketing
We rely on our marketplace and digitalization service capabilities for real estate buyer-side marketing and have not relied heavily on advertising. Our
marketing team is responsible for engaging with real estate agents and marketing our products and services. We have built a marketing team that is
experienced in the internet, real estate and finance industries. As of December 31, 2023, our marketing team consists of 70 persons located in 15 cities across
China.
Intellectual Property
Our copyrights, trademarks, trade secrets, domain names and other intellectual property are important to our business. We rely on intellectual property
laws and contractual arrangements with our key employees and others to protect our intellectual property rights. Despite these measures, we cannot assure you
that we will be able to prevent unauthorized use of our intellectual property, which would adversely affect our business.
As of the date of the annual report, we own 251 registered trademarks in China and Hong Kong, 40 registered patents, 62 registered software copyrights
in China and seven registered domain names, which are material to our business. Our patents and copyrights form the core of our technology infrastructure
and allow us to develop innovative products and services to drive our competitive advantages. Our trademarks and domains are crucial for our reputation,
brand recognition and marketing activities.
Competition
The business of providing online real estate services in China is becoming increasingly competitive. As the online real estate services industry in China is
relatively new and constantly evolving, our current or future competitors may be able to better position themselves to compete as the industry matures. As our
marketplace is transaction-oriented, our main competitors primarily focus on providing real estate listings, transaction services, and other real estate related
services. To a lesser extent, we also compete with traffic-oriented platforms, which primarily focus on attracting online traffic and providing listing and
advertising services.
Our other competitors at the national level include traditional real estate brokerage companies. We have also faced, and may continue to face, competition
from regionally focused players providing regional real estate listings together with localized services. In addition, we compete with other companies that offer
e-commerce, listing, SaaS solutions and similar services. Facing ever-increasing competition, we will continue to focus on enhancing our transaction-oriented
business model, enriching immense and verified property database and maintaining extensive geographic coverage. On the other hand, we launched our asset
management services in 2023, targeting an array of non-residential properties held by municipal investment companies and real estate developers, aiming to
diversify future revenue streams and to work towards a sustainable growth.
Seasonality
Our revenue and operating results have fluctuated in the past from quarter to quarter due in part to seasonal fluctuations in the real estate market.
Typically, our revenue is lowest in the first quarter of each year, primarily due to the reduced number of transactions during the Chinese New Year holiday.
Our revenue is typically higher during the fourth quarter of a year. However, due to our limited operating history, the seasonal trends that we have experienced
in the past may not apply to, or be indicative of, our future operating results.
Regulation
This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.
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Regulations on Offshore Offering
On December 28, 2021, the CAC and 12 other PRC regulatory authorities jointly issued the Cyber Security Review Measures. The Cyber Security
Review Measures provide, among others, (i) the purchase of cyber products and services by critical information infrastructure operators that affects or may
affect national security and the data processing activities engaged in by network platform operators that affect or may affect national security shall be subject
to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the
CAC; and (ii) the network platform operators with personal information data of more than one million users that seek for listing in a foreign country are
obliged to apply for a cybersecurity review by the Cybersecurity Review Office. However, the Cyber Security Review Measures do not provide any
explanation or interpretation of “affect or may affect national security”, and Chinese government may have broad discretion in interpreting and enforcing these
laws and regulations. As the Cyber Security Review Measures were recently released thus its interpretation and implementation remain substantially uncertain,
we cannot predict the impact of the review measures, if any, at this stage, and we will closely monitor and assess the statutory developments in this regard. See
“Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of and the filing with the CSRC, CAC or other PRC
governmental authorities may be required in connection with our future offshore offerings under PRC law and if required, we cannot predict whether or how
soon we will be able to obtain such approval or complete such filing.”
On February 17, 2023, the CSRC promulgated a set of new regulations, including the Trial Administrative Measures of Overseas Securities Offerings and
Listings by Domestic Companies, or the Trial Measures, and five supporting guidelines. The regulations came into effect on March 31, 2023. The Trial
Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration.
Requirements for filing entities, time points and procedures are specified. Where a PRC domestic company indirectly offers and lists securities in overseas
markets, the issuer shall designate a major domestic operating entity to file with the CSRC. Companies that are already listed overseas as of March 31, 2023
are not required to make an immediate filing with the CSRC until a subsequent offering, in which case a filing should be made with the CSRC within the
timeframe required by the Trial Measures. Failure to complete the filing required by the Trial Measures may result in a warning and a fine between RMB1
million and RMB10 million as for the domestic entity. However, uncertainty remains as to the interpretation and implementation of these regulations upon
promulgation.
On November 14, 2021, the CAC published the draft Regulations for the Administration of Cyber Data Security, or the Draft Data Security Regulations,
for public comments until December 13, 2021. The Draft Data Security Regulations require that a data processor who processes personal information of more
than 1 million individuals shall (i) go through the cyber security review if it intends to be listed in a foreign country; (ii) report to the local CAC within 15
working days once identifying any important data. Where data processors conduct merger, reorganization separation, or otherwise, the data recipient shall
continue to perform its data security protection obligations, and the data processor shall report to the local competent department if personal information of
more than one million people is involved. The Draft Data Security Regulations also require a data processor processing important data or being listed outside
China shall carry out data security assessment annually by itself or through a third-party data security service provider and submit assessment report to local
agency of the CAC. As no detailed rules or implementation of the Draft Data Security Regulations have been issued, the CAC and the PRC governmental
authorities may have wide discretion in the interpretation and enforcement of these regulations. It also remains uncertain whether the future regulatory changes
would impose additional restrictions on companies like us. We cannot predict the impact of the Draft Data Security Regulations, if any, at this stage, and we
will closely monitor and assess any development in the rulemaking process. If the enacted version of the Draft Data Security Regulations requires any
clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be
timely obtained, or at all. If we are not able to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, we may be subject to
government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, among other sanctions, which could
materially and adversely affect our business and results of operations.
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On July 6, 2021, the relevant PRC governmental authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities in
Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on
overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal
with the risks and incidents faced by China-based overseas-listed companies. As these opinions are recently issued, official guidance and related
implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—The approval of and the filing with the CSRC, CAC or other PRC governmental authorities may be
required in connection with our future offshore offerings under PRC law and if required, we cannot predict whether or how soon we will be able to obtain such
approval or complete such filing.” As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding offshore
offering from the CSRC or any other PRC governmental authorities.
Regulations on Company Establishment and Foreign Investment
The establishment, operation and management of companies in China is governed by the PRC Company Law, as amended in 2005, 2013, 2018 and 2023.
According to the PRC Company Law, companies established in the PRC are either limited liability companies or joint stock limited liability companies. The
PRC Company Law applies to both PRC domestic companies and foreign-invested companies. Prior to the effectiveness of the Foreign Investment Law
(2019), the establishment procedures, approval procedures, registered capital requirements, foreign exchange matters, accounting practices, taxation and labor
matters of a wholly foreign-owned enterprise were regulated by the Wholly Foreign-owned Enterprise Law of the PRC, as amended on September 3, 2016,
and the Implementation Regulation of the Wholly Foreign-owned Enterprise Law, as amended on February 19, 2014. In September 2016, the National
People’s Congress Standing Committee published the Decision on Revising Four Laws including the Wholly Foreign-owned Enterprise Law of the People’s
Republic of China, which changes the previous “filing or approval” procedure for foreign investments in China. Pursuant to the Provisional Administrative
Measures on Establishment and Modifications (Filing) for Foreign Investment Enterprises promulgated by MOFCOM on October 8, 2016 and amended on
July 30, 2017 and on June 29, 2018, establishment and changes of foreign investment enterprises not subject to the approval under the special entry
management measures shall be filed with the relevant commerce authorities.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, or the Foreign Investment Law (2019), which became
effective on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law
and the Wholly Foreign-owned Enterprise Law to become the legal foundation for foreign investment in the PRC. The Foreign Investment Law (2019)
implements the administrative system of pre-entry national treatment plus negative list to foreign investment. Pursuant to the Foreign Investment Law (2019),
national treatment shall be applied to the foreign investment beyond to the negative list to be promulgated by the State Council. The Foreign Investment Law
(2019) mainly focuses on the foreign investment promotion, foreign investment protection and foreign investment management.
The Foreign Investment Law (2019) defines “foreign investment” as any investment activity directly or indirectly carried out in the PRC by foreign
individuals, enterprises or other entities (the “Foreign Investors”), and specifically stipulates four forms of investment activities as foreign investments,
namely, (i) establishment of a foreign-invested enterprise in the PRC by a Foreign Investor, either individually or collectively with any other investor; (ii)
obtaining shares, equities, property shares or any other similar rights or interests of an enterprise in the PRC by a Foreign Investor; (iii) investment in any new
construction project in the PRC by a Foreign Investor, either individually or collectively with any other investor; and (iv) investment in any other means
stipulated under laws, administrative regulations or provisions prescribed by the State Council.
On December 26, 2019, the State Council promulgated the Implementation Regulations of Foreign Investment Law which became effective on January 1,
2020. The Implementation Regulations of Foreign Investment Law provides detailed implementation rules for the principles of investment protection,
investment promotion and investment management in the Foreign Investment Law (2019).
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On January 1, 2020, MOFCOM and the State Administration for Market Regulation of the PRC promulgated the Measures for the Reporting of Foreign
Investment Information, repealing the Provisional Administrative Measures on Establishment and Modifications (Filing) for Foreign Investment Enterprises.
Where foreign investors carry out investment activities directly or indirectly within China, foreign investors or foreign-funded enterprises shall report
investment information to commerce departments.
Pursuant to the Provisions for Guiding the Foreign Investment Direction promulgated by the State Council on February 11, 2002 and effective on April 1,
2002, projects with foreign investment fall into four categories, namely encouraged, permitted, restricted and prohibited. Projects with foreign investment that
are encouraged, restricted and prohibited shall be listed in the Catalog of Guidance on Industries for Foreign Investment, or the Catalog. Projects with foreign
investment that do not fall into the categories of encouraged, restricted or prohibited projects shall be the permitted projects with foreign investment. The
permitted projects with foreign investment shall not be listed in the Catalog. On July 28, 2018, the Negative List replaces the special administrative measures
for the access of foreign investment specified in the Catalog. On October 26, 2022, MOFCOM and NDRC promulgated the Catalog of Industries for
Encouraging Foreign Investment (2022 version), or the Catalog (2022). On December 27, 2021, MOFCOM and NDRC promulgated the Special
Administrative Measures (Negative List) for Foreign Investment Access (Edition 2021), or the Negative List (2021), which became effective on January 1,
2022. Pursuant to the Negative List (2021), foreign investors should refrain from investing in any of prohibited sectors specified in the Negative List (2021),
and foreign investors are required to obtain the permit for access to other sectors that are listed in the Negative List (2021) but not classified as “prohibited”.
The Negative List (2021) covers 12 industries. Fields not included in the Negative List (2021) shall be managed according to the principle of equal treatment
of domestic and foreign investment. Fields not listed in the Negative List (2021) and Catalog (2022) are generally open for foreign investments unless
specifically restricted by other PRC laws.
Current PRC laws and regulations place certain restrictions and conditions on foreign ownership of certain areas of businesses. For example, pursuant to
the Negative List (2021), the proportion of foreign investment in a value-added telecommunications business (excluding e-commerce business, domestic
multi-party communications, store-and-forward and call centers) shall not exceed 50%. The Administrative Provisions on Foreign- Invested
Telecommunications Enterprises (Revised in 2022), promulgated by the State Council, among others, no longer requires the main foreign investor who invests
in a value-added telecommunications business in the PRC to possess prior experience in operating value-added telecommunications businesses and a proven
track record of business operations. Accordingly, none of our subsidiaries is eligible to provide commercial internet content or other value-added
telecommunication service, which wholly foreign-owned companies are restricted from conducting in China. To comply with PRC laws and regulations, we
conduct such business activities through the VIE in China.
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and
regulations governing our and the VIE’s business, or the enforcement and performance of our contractual arrangements with the VIE and its shareholders.
These laws and regulations may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. New laws and
regulations that affect existing and proposed future businesses may also be applied retroactively. Due to the uncertainty and complexity of the regulatory
environment, we cannot assure you that we and the VIE would always be in full compliance with applicable laws and regulations, the violation of which may
have an adverse effect on our and the VIE’s business and our reputation. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
Structure—If the PRC government deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign
investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations.”
Regulation on Value-Added Telecommunications Services
On September 25, 2000, the Telecommunications Regulations of the People’s Republic of China, or the Telecom Regulation, was issued by the PRC State
Council, which was amended and became effective on February 6, 2016, as the primary governing law on telecommunication services by PRC companies. The
Telecom Regulation draws a distinction between “basic telecommunication services” and “value-added telecommunication services.” The Catalog of
Telecommunications Business (2015 Edition), or the Telecommunication Catalog, which was amended and became effective on June 6, 2019, was issued as an
appendix to the Telecom Regulations to categorize telecommunications services as basic or value-added, and information services via public communication
networks such as fixed networks, mobile networks and Internet are classified as value-added telecommunications services. According to the
Telecommunication Catalog, value-added telecommunication services include online data processing and transaction processing business, internet information
services business and other value-added telecommunication services.
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On April 10, 2024, the MIIT promulgated the Announcement on Conducting the Pilot Program for Expanding the Opening-up of Value-added Telecom
Services (the “Announcement”). According to the Announcement, the pilot program will be initially conducted in areas such as the Beijing Comprehensive
Demonstration Zone for Expanding the Opening-up of the Service Industry, Lingang New Area and Leading Area for Socialist Modernization Construction of
the Shanghai Free Trade Zone, Hainan Free Trade Port, and Shenzhen Demonstration Zone of Socialism with Chinese Characteristics. The Announcement
further specifies that in the approved pilot areas, restrictions on foreign ownership ratio will be removed for certain value-added telecom services, including
internet data centers (IDC), content delivery networks (CDN), internet service providers (ISP), online data processing and transaction processing, as well as
information distribution platforms and delivery services in information services (excluding internet news information, online publishing, online audiovisual,
and internet cultural operations), and information protection and processing services. As of the date of this annual report, the pilot implementation plan and the
implementation conditions of such areas are still under the review of the MIIT and will come into force after the MIIT’s approval.
On March 1, 2009, the Ministry of Industry and Information Technology, or the MIIT, issued the Administrative Measures for Telecommunications
Business Operating Permit, or the Telecom Permit Measures, which took effect on April 10, 2009. The Telecom Permit Measures were later amended on July
3, 2017 and the amendment took effect on September 1, 2017. The Telecom Permit Measures confirm that there are two types of telecom operating licenses
for operators in China, namely, licenses for basic telecommunications services and licenses for value-added telecommunications services, or the value-added
telecommunications license. The license granted will set out the operation scope of the enterprise which details the permitted activities of such enterprise. An
approved telecommunication services operator shall conduct its business in accordance with the specifications listed in its value-added telecommunications
license. In addition, a value-added telecommunications license holder is required to obtain approval from the original permit-issuing authority in respect of any
change to its shareholders resulting in any change to the business entity of the license holder.
According to the Administrative Regulations on Foreign-Invested Telecommunications Enterprises, as most recently amended in 2022, foreign-invested
value-added telecommunications enterprises must be in the form of a Sino-foreign equity joint venture. The regulations limit the ultimate capital contribution
percentage by foreign investor(s) in a foreign-invested value-added telecommunications enterprise to 50% or less.
In 2006, the predecessor to the MIIT issued the Circular of the Ministry of Information Industry on Strengthening the Administration of Foreign
Investment in Value-added Telecommunications Business, according to which a foreign investor in the telecommunications service industry of China must
establish a foreign-invested enterprise and apply for a telecommunications businesses operation license. This circular further requires that: (i)PRC domestic
telecommunications business enterprises must not lease, transfer or sell a telecommunications businesses operation license to a foreign investor through any
form of transaction or provide resources, offices and working places, facilities or other assistance to support the illegal telecommunications services operations
of a foreign investor; (ii) value-added telecommunications enterprises or their shareholders must directly own the domain names and trademarks used by such
enterprises in their daily operations; (iii) each value-added telecommunications enterprise must have the necessary facilities for its approved business
operations and maintain such facilities in the regions covered by its license; and (iv) all value-added telecommunications enterprises are required to maintain
network and internet security in accordance with the standards set forth in relevant PRC regulations. If a license holder fails to comply with the requirements
in the circular and cure such non-compliance, the MIIT or its local counterparts have the discretion to take measures against such license holder, including
revoking its license for value-added telecommunications business.
Regulations on Internet Information Services
On September 25, 2000, the State Council promulgated the Administrative Measures on Internet Information Services, or the Internet Measures, which
were later amended on January 8, 2011. Under the Internet Measures, a value-added telecommunications license shall be obtained before conducting profitable
internet information services in the PRC, and a filing requirement shall be satisfied before conducting non-profitable internet information service. The
provision of information services through mobile apps is subject to the PRC laws and regulations governing Internet information services.
The content of the internet information is highly regulated in China and pursuant to the Internet Measures, the PRC government may shut down the
websites of internet information providers and revoke their value-added telecommunications licenses (for profitable Internet information services) if they
produce, reproduce, disseminate or broadcast internet content that contains content that is prohibited by law or administrative regulations. Internet information
services operators are also required to monitor their websites. They may not post or disseminate any content that falls within the prohibited categories, and
must remove any such content from their websites, save the relevant records and make a report to the relevant governmental authorities. In addition, as the
internet information service providers, under the Civil Code of the PRC they shall bear tortious liabilities in the event they infringe upon other person’s rights
and interests through the internet. Where an internet service provider conducts tortious acts through internet services, the infringed person has the right to
request the internet service provider take necessary actions such as deleting contents, screening and de-linking. Failing to take necessary actions after being
informed, the internet service provider will be subject to its liabilities with regard to the additional damages incurred. Where an internet service provider
knows that an internet user is infringing upon other persons’ rights and interests through its internet service but fails to take necessary actions, it is jointly and
severally liable with the internet user.
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Regulations on Mobile Internet Applications
In June 2016, the State Internet Information Office promulgated the Administrative Provisions on Mobile Internet Application Information Services, or
the Mobile Application Administrative Provisions, which was last amended in June 2022 and became effective on August 1, 2022. Pursuant to the Mobile
Application Administrative Provisions, a mobile internet app refers to an app software that runs on mobile smart devices providing information services.
Mobile internet app providers refer to the owners or operators of mobile internet apps providing information services.
The Mobile Application Administrative Provisions set forth the relevant requirements on the app information service providers and the app store service
providers. The CAC and its local branches shall be responsible for the supervision and administration of nationwide and local app information respectively.
App providers shall strictly fulfill their responsibilities of information security management, and perform the following duties: (i) conduct real identity
information authentication based on mobile phone numbers, identity document numbers or unified social credit codes for users who apply for registration; (ii)
be responsible for the results of the presentation of information content, shall not produce or disseminate illegal information, and shall consciously prevent and
resist harmful information; (iii) not induce users to download apps by means of false advertisement, bundled downloads, or other acts, or via machine or
manual click farming and comment control, or by using illegal and harmful information; (iv) immediately take remedial measures, promptly notify users and
report the same to the relevant competent authorities in accordance with regulations when an app has risks such as security defects and vulnerabilities; (v)
perform the obligation of ensuring data security, establish a sound whole-process data security management system, take technical measures to ensure data
security and other security measures, strengthen risk monitoring, and shall not endanger national security or public interests, or damage the legitimate rights
and interests of others when carrying out app data processing activities; and (vi) formulate and disclose management rules, and sign service agreements with
registered users to clarify the relevant rights and obligations of both parties.
Pursuant to the Notice of the Ministry of Industry and Information Technology on Launching the Record-filing of Mobile Internet Apps, promulgated by
the MIIT on July 21, 2023 and took effective on the same day, any APP organizer (including mini programs and quick applications) that engages in Internet
information services within the territory of the PRC shall go through the record-filing formalities in accordance with the Law of the People’s Republic of
China Against Telecommunications and Internet Frauds, the Administrative Measures on Internet Information Services and other regulations. APP organizers
that fail to complete the record-filing formalities shall not engage in APP internet information services.
Regulation on Information Security and Privacy Protection
Internet information in China is regulated from a national security standpoint. The National People’s Congress, or the NPC, promulgated the Decisions on
Preserving Internet Security in December 2000 and amended in August 2009, which subject violators to potential criminal punishment in China for any effort
to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv)
spread false commercial information; or (v) infringe intellectual property rights. The Ministry of Public Security has promulgated measures that prohibit use of
the internet in ways which, among other things, result in a leak of state secrets or a spread of socially destabilizing content. If an internet information service
provider violates these measures, competent authorities may revoke its operating license and shut down its websites.
In recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized
disclosure. Under the Several Provisions on Regulating the Market Order of Internet Information Services, promulgated by the MIIT in December 2011 and
effective March 2012, an internet information service provider may not collect any user personal information or provide any such information to third parties
without the consent of the user. An internet information service provider must expressly inform the users of the method, content and purpose of the collection
and processing of such user personal information and may only collect such information necessary for the provision of its services. An internet information
service provider is also required to properly maintain the user’s personal information, and in case of any leak or likely leak of the user’s personal information,
the internet information service provider must take immediate remedial measures and, in severe circumstances, immediately report to the telecommunications
authority. Moreover, pursuant to the PRC Criminal Law lastly amended in November 2020, any individual or entity that (i) sells or discloses any citizen’s
personal information to others in a way violating the applicable law, or (ii) steals or illegally obtains any citizen’s personal information, shall be subject to
criminal penalty in severe situation. Any internet service provider that fails to fulfill the obligations related to internet information security administration as
required by applicable laws and refuses to rectify upon orders, shall be subject to criminal penalty for the result of (i) any dissemination of illegal information
in large scale; (ii) any severe effect due to the leakage of the client’s information; (iii) any serious loss of criminal evidence; or (iv) other severe situation. In
addition, the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate of the PRC on Several Issues Concerning the Application
of Law in Handling Criminal Cases of Infringing Personal Information, promulgated in May 2017 and effective June 2017, clarified certain standards for the
conviction and sentencing of the criminals in relation to personal information infringement. Further, the NPC promulgated a new National Security Law,
effective July 2015, to replace the former National Security Law and covers various types of national security including technology security and information
security.
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The PRC Cyber Security Law, promulgated on November 7, 2016 and effective on June 1, 2017, prohibits individuals or entities from obtaining personal
information through theft or other illegal ways or selling or otherwise illegally disclosing personal information. The PRC Cyber Security Law requires a
network operator, including internet information service providers among others, to adopt technical measures and other necessary measures in accordance with
applicable laws and regulations as well as compulsory national and industrial standards to safeguard the safety and stability of network operations, effectively
respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. The
PRC Cyber Security Law emphasizes that any individuals and organizations that use networks must not endanger network security or use networks to engage
in unlawful activities such as those endangering national security, economic order and the social order or infringing the reputation, privacy, intellectual
property rights and other lawful rights and interests of others. Any violation of the provisions and requirements under the PRC Cyber Security Law may
subject an internet service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or
even criminal liabilities. Furthermore, MIIT’s Rules on Protection of Personal Information of Telecommunications and Internet Users promulgated in July
2013, effective September 2013, contain detailed requirements on the use and collection of personal information as well as security measures required to be
taken by telecommunications business operators and internet information service providers.
On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the Data Security Law, which took
effect in September 2021. The Data Security Law sets forth data security and privacy related compliance obligations on entities and individuals carrying out
data related activities. The Data Security Law also introduces a data classification and layered protection system based on the importance of data and the
degree of impact on national security, public interests or legitimate rights and interests of individuals or organizations when such data is tampered with,
destroyed, leaked or illegally acquired or used. In addition, the Data Security Law provides a national security review procedure for those data activities that
may affect national security, and imposes export restrictions on certain data and information. According to the PRC National Security Law, the State shall
establish institutions and mechanisms for national security review and regulation, and conduct national security review on certain matters that affect or may
affect PRC national security, such as key technologies and IT products and services. According to the effective Cybersecurity Review Measures, online
platform/website operators of certain industries may be identified as critical information infrastructure operators by the Cyberspace Administration of China,
once they meet standard as stated in the National Cybersecurity Inspection Operation Guide, and such operators may be subject to cybersecurity review. In
early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the
United States.
On August 20, 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law of the
PRC, or the Personal Information Protection Law, which took effect in November 2021. As the first systematic and comprehensive law specifically for the
protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s separate consent shall
be obtained before operation of such individual’s sensitive personal information, e.g., biometric characteristics and individual location tracking, (ii) personal
information operators operating sensitive personal information shall notify individuals of the necessity of such operations and the influence on the individuals’
rights, (iii) if personal information operators reject individuals’ requests to exercise their rights, individuals may file a lawsuit with a People’s Court.
The VIE, as an internet information service provider, is therefore subject to the regulations related to information security. The VIE has adopted data
security, data recovery and backup measures to comply with these regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Business and Industry—Actual or alleged failure to comply with data privacy and protection laws and regulations could have a serious adverse effect on our
reputation, and discourage current and potential clients from doing business with us.”
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Regulation Relating to Real Estate Brokerage and Agency
According to the Law of the PRC on Administration of Urban Real Estate, which is promulgated by the Standing Committee of the National People’s
Congress, or the SCNPC, on July 5, 1994 and lastly amended on August 26, 2019 and became effective on January 1, 2020, the real-estate intermediary
agencies include real-estate brokerage agencies. Real-estate intermediary agencies are required to have: (a) their own names and entities; (b) fixed premises to
offer services; (c) necessary property and fund; (d) adequate number of professionals; and (e) other conditions stipulated by laws and administrative
regulations.
In April 2001, the Ministry of Construction promulgated the Management Methods on the Sale of Commercial Houses. When real-estate developers
entrust intermediary agencies to sell commercial houses, the entrustee agencies shall be those legally incorporated and granted industrial and commercial
business licenses. The real-estate developers shall sign written commissioning contract with the intermediary agencies to specify the commissioning period,
commissioning rights, and rights and obligations of the client and entrustee. The entrusted intermediary agencies shall present the buyer relevant certificates
and selling commissioning letter of the commercial houses. When selling commercial houses, the entrusted intermediary agencies shall introduce to the buyer
authentic housing information. The entrusted intermediary agencies shall never sell non-conforming commercial houses. The entrusted intermediary agencies
are never allowed for any charges beyond the commission when selling the commercial houses. Only those salespersons that have undergone professional
training are allowed to engage in the commercial house selling business.
According to the Administrative Measures for Real Estate Brokerage, promulgated on January 20, 2011 and amended on March 1, 2016 by the Ministry
of Housing and Urban-rural Development, NDRC and Ministry of Human Resources and Social Securities, the real-estate brokerage agencies and their
branches shall file with the construction (real-estate) supervising department of the local municipality/city/county within 30 days after obtaining the business
license. The construction (real-estate) supervising department of the local municipality/city/county shall publish the name, residence, legal representative
(executive partner) or responsible person, registered capital and real-estate agents of the agencies and their branches. The real-estate brokerage services shall
be uniformly undertaken by real-estate brokerage agencies, with the service remunerations collected by the agencies collectively. Branches shall undertake
businesses in the name of the parental real-estate agencies. Real-estate agents are never allowed to undertake agent services on his/her own behalf. Real-estate
agencies and agents are never allowed to: (a) counterfeit and disseminate the price-up information, or gang up with real-estate developers or operators to
reserve premises for higher price and manipulate the market price; (b) conceal the real housing transaction information from the interested parties, and earn
price discrepancies between lower buy-in price and higher sell-out (rent) price; (c) solicit business through improper means such as concealing, fraud, coercing
or bribing, or lure/force real estate buyers into transaction; (d) disclose or improperly use the personal information/business secret of real estate buyers to seek
unjust profits; (e) for illegal purposes such as evasion of property transaction tax, sign contracts of different prices for the same house; (f) change the internal
structure of the house and divide them for rental; (g) embezzle and misappropriate the property transaction capital; (h) buy or rent his/her own agented house;
(i) offer brokerage services to non-conforming indemnificatory houses or prohibited-for-sales houses; and (j) conduct other behaviors prohibited by laws and
regulations.
According to the Opinions on Strengthening the Management over Real-Estate Agencies to Promote Healthier Development of the Industry as jointly
promulgated and implemented on July 29, 2016 by the Ministry of Housing and Urban-rural Development, NDRC, MIIT, People’s Bank of China, SAT, State
Administration for Industry and Commerce and China Banking Regulatory Commission, governmental departments impose stricter supervision upon real-
estate sales agencies. Such agencies are required to check the ownership information of the property and the identification for the client before publication of
the property information. Upon approval of the client, the agency shall verify the ownership information in the real-estate competent department and prepare
specifications of the house conditions. The property information published shall be authentic, comprehensive and accurate. The agency shall not publish the
information of the properties without the prior written authorization of owner and shall not conceal the mortgage status of the property or conceal other
relevant information of the transaction. The real estate agency shall not in any form force client to take service of any financial institution it appointed.
Property information shall be removed within 2 working days upon its sale or rent. On April 27, 2023, the Ministry of Housing and Urban-rural Development
and Statement Administration for Market Regulation jointly promulgated the Opinion on Regulating the Service of Real Estate Agencies, to further promote
the healthy development of the real estate market.
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Regulations on Small Loan Business
Pursuant to the Guiding Opinions on the Pilot Operation of Small Loan Companies promulgated by the CBRC and the PBOC on May 4, 2008, to apply
for setting up a small loan company, the applicant shall file an application in due form with the competent department of the provincial government, and, upon
approval, it shall apply to the local administrative department for industry and commerce for handling the registration formalities and get the business license.
The Guiding Opinions on the Pilot Operation of Small loan Companies and other relevant regulations impose various requirements on the small loan company
and its business, such as the requirements with respect to the corporate structure, the major sources of funds of a small loan company, the loan interest ceiling,
the floor interest rate and the percentage of the balance of the capital borrowed from banking financial institutions.
Pursuant to the Notice on Implementation Plan for Specific Rectification for Risks in Small Loan Companies Conducting the Online Small Loan Business
issued by relevant authority in December 2017, local branches of the P2P Online Lending Working Group conducted examination and inspection of online
small loan companies that concluded by the end of January 2018. Depending on the inspection results these local regulatory authorities may require the online
small loan companies they inspected to take rectification measures within specified periods, may revoke the operation approvals of non-compliant companies
and may order non-compliant companies to cease business operations.
On September 7, 2020, China Banking and Insurance Regulatory Commission issued Notice of Strengthening the Supervision and Administration of
Small Loans Companies in order to strengthen the administration, regulate the business operation, mitigate risks, and advance the development of small loan
business.
Regulations on Intellectual Property Rights
Copyright
On September 7, 1990, the SCNPC promulgated the PRC Copyright Law, which was amended in 2001, 2010 and 2020. The implementing regulations of
the PRC Copyright Law was promulgated in 2002 and amended in 2013. The PRC Copyright Law and its implementation regulations are the principal laws
and regulations governing the copyright related matters. Pursuant to the amended PRC Copyright Law, products disseminated over the internet and software
products, among others, are entitled to copyright protections. Registration of copyright is voluntary, and it is administrated by the China Copyright Protection
Center.
The State Council and National Copyright Administration, or the NCA, have promulgated various rules and regulations related to protection of software
in China, including the Regulations on Protection of Computer Software promulgated by State Council on January 30, 2013 and effective since March 1, 2013,
and the Measures for Registration of Copyright of Computer Software promulgated by NCA on February 20, 2002 and effective since the same date.
According to these rules and regulations, software owners, licensees and transferees may register their rights in software with the NCA or its local branches
and obtain software copyright registration certificates. Although such registration is not mandatory under PRC law, software owners, licensees and transferees
are encouraged to go through the registration process and registered software rights may be entitled to better protections.
Domain Name
On August 24, 2017, MIIT promulgated Administrative Measures for Internet Domain Names, repealing the Domain Name Measures since November 1,
2017. The efforts to undertake internet domain name services as well as the operation, maintenance, supervision and administration thereof and other relevant
activities within the territory of the PRC shall thereafter be made in compliance with Administrative Measures for Internet Domain Names. In accordance with
the Measures on the Regulation of Domain Name Disputes promulgated by the CNNIC, which became effective on September 1, 2014, domain name dispute
can be resolved by a domain name dispute resolution institution recognized by the CNNIC.
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Trademark
The PRC Trademark Law, adopted in 1982 and last amended in 2019, with its implementation rules adopted in 2002 and amended in 2014, protects
registered trademarks. The Trademark Office of the State Administration for Industry and Commerce handles trademark registrations and grants a protection
term of ten years to registered trademarks. Trademark license agreements must be filed with the Trademark Office for record.
Patent
The Standing Committee of the National People’s Congress adopted the PRC Patent Law in 1984 and amended it in 1992, 2000, 2008 and 2020,
respectively, and the latest version of which became effective on June 1, 2021. A patentable invention or utility model must meet three conditions: novelty,
inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to
diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Intellectual
Property Office is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year term for an invention and a ten-
year term for a utility model and a design under the currently effective PRC Patent Law, starting from the application date. The protection period has been
amended in the recent amendment which will become effective on June 1, 2021. The terms of protection for an invention and a utility patent will still be
twenty years and ten years, respectively. The term of protection for a design patent will be extended from ten years to fifteen years. Except under certain
specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent, or else the use
will constitute an infringement of the rights of the patent holder.
Regulations on Internet Infringement
According to the Civil Code of the PRC, which was promulgated by NPC on May 28, 2020 and came into effect on January 1, 2021, an internet user or an
internet service provider that infringes upon the civil rights or interests of others through using the internet assumes tort liability. If an internet user infringes
upon the civil rights or interests of another through using the internet, the person being infringed upon has the right to notify and request the internet service
provider whose internet services are facilitating the infringement to take necessary measures including the deletion, blocking or disconnection of an internet
link. If, after being notified, the internet service provider fails to take necessary measures in a timely manner to end the infringement, it will be jointly and
severally liable for any additional harm caused by its failure to act.
Regulations Related to Employment
Labor Law and Labor Contracts
According to the Labor Law of the PRC promulgated on July 5, 1994 and amended on August 27, 2009 and December 29, 2018, enterprises shall
establish and perfect their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety, and educate employees in
labor safety and sanitation in the PRC. Labor safety and sanitation facilities shall comply with statutory standards. Enterprises and institutions shall provide
employees with a safe workplace and sanitation conditions that are in compliance with relevant laws and regulations of labor protection.
The Labor Contract Law of the PRC promulgated on June 29, 2007 and amended on December 28, 2012, and the Implementation Rules of the Labor
Contract Law of the PRC promulgated on September 18, 2008 set out specific provisions in relation to the execution, the terms and the termination of a labor
contract and the rights and obligations of the employees and employers. At the time of hiring, the employer shall truthfully inform the employee as to the
scope of work, working conditions, working place, occupational hazards, work safety, salary and other matters which the employee requests to be informed
about.
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Dispatched Employees
According to the Interim Provisions on Labor Dispatch issued on January 24, 2014 and implemented on March 1, 2014 by the Ministry of Human
Resources and Social Security, the employers should strictly control the number of labor dispatch workers, and the number of the dispatched workers shall not
exceed 10% of the total amount of their employees.
Pursuant to the Interim Provision on Labor Dispatch, the Labor Contract Law of the PRC and the Implementation Regulations for the Labor Contract, the
employers who fail to comply with the relevant requirements on labor dispatch shall be ordered by the labor administrative authorities to make corrections
within a stipulated period; where correction is not made within the stipulated period, the employers may be subject to a penalty ranging from RMB5,000 to
RMB10,000 per dispatched worker exceeding the 10% threshold.
Social Insurance and Housing Fund
Employers in the PRC are required to contribute, for and on behalf of their employees, to a number of social insurance funds, including funds for pension,
for unemployment insurance, for medical insurance, for work-related injury insurance, for maternity insurance and for housing fund. These payments are made
to local administrative authorities and the employer who fails to contribute may be fined and be ordered to make up for the outstanding contributions. The
various laws and regulations that govern the employers’ obligations to contribute to the social insurance funds include the Social Insurance Law of the PRC
promulgated by the SCNPC on October 28, 2010 and amended on December 29, 2018; the Interim Regulations on the Collection and Payment of Social
Insurance Premiums, which was promulgated by the State Council on January 22, 1999 and amended on March 24, 2019; the Interim Measures for the
Maternity Insurance of Enterprises Employees which was promulgated by the Ministry of Labor on December 14, 1994 and became effective on January 1,
1995; the Regulations on Work-related Injury Insurance, which was promulgated by the State Council on April 27, 2003 and amended on December 20, 2010;
and the Regulations on Management of the Housing Fund, which was promulgated and became effective on April 3, 1999 and was amended on March 24,
2002 and on March 24, 2019.
Regulations Related to Foreign Exchange
Regulation on Foreign Currency Exchange
Pursuant to the Foreign Exchange Administration Regulations, as amended on August 5, 2008, Renminbi is freely convertible for current account items,
including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as
direct investments, loans, repatriation of investments and investments in securities outside of China, unless prior approval is obtained from State
Administration of Foreign Exchange, or the SAFE, and prior registration with SAFE is made.
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of
Capital of Foreign Invested Enterprises, or the SAFE Circular 19, in replacement of the Circular on the Relevant Operating Issues Concerning the
Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142. SAFE
further promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement
Management Policy of Capital Account, or the SAFE Circular 16, effective on June 9, 2016, which, among other things, amend certain provisions of Circular
19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered
capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to
persons other than affiliates unless otherwise permitted under its business scope. Violations of SAFE Circular 19 or SAFE Circular 16 could result in
administrative penalties.
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From 2012, SAFE has promulgated several circulars to substantially amend and simplify the current foreign exchange procedure. Pursuant to these
circulars, the opening of various special purpose foreign exchange accounts, the reinvestment of RMB proceeds by foreign investors in the PRC and
remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification
of SAFE. In addition, domestic companies are allowed to provide cross-border loans not only to their offshore subsidiaries, but also to their offshore parents
and affiliates. SAFE also promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct
Investment by Foreign Investors and the Supporting Documents in May 2013, amended on December 30, 2019, which specifies that the administration by
SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign
exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 2015,
SAFE promulgated the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment, or the SAFE Circular
13, which took effect on June 1, 2015 and was amended on December 30, 2019. SAFE Circular 13 delegates the power to enforce the foreign exchange
registration in connection with inbound and outbound direct investments under relevant SAFE rules from local branches of SAFE to banks, thereby further
simplifying the foreign exchange registration procedures for inbound and outbound direct investments. On October 23, 2019, SAFE issued the Circular to
Further Promote Cross-border Trade and Investment to further ease cross-border trade and investment, according to which foreign non-investment enterprises
are allowed to carry out domestic equity investment provided that such investment will not violate applicable special administrative measures (negative list)
for foreign investment access and the investment projects shall be authentic and legitimate.
On January 26, 2017, SAFE issued the Circular on Further Advancing Foreign Exchange Administration Reform to Enhance Authenticity and
Compliance Reviews, or the SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from
domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution,
the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses
before remitting the profits.
Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents
In October 2005, SAFE issued the Circular Concerning the Regulation of Foreign Exchange in Equity Finance and Return Investments by Domestic
Residents through Offshore Special Purpose Vehicles, or SAFE Circular 75. The notice requires PRC residents or entities to register or file with the local
SAFE branch in the following circumstances: (i) before establishing or controlling any company outside the PRC for the purpose of capital financing, (ii) after
contributing their assets or shares of a domestic enterprise into overseas special purpose vehicles, or raising funds overseas after such contributions, and
(iii) after any major change in the share capital of the special purpose vehicles without any round-trip investment being made.
In 2014, SAFE issued the SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment
through Special Purpose Vehicles, or SAFE Circular 37, replacing the SAFE Circular 75. SAFE Circular 37 regulates foreign exchange matters in relation to
the use of special purpose vehicles by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under
SAFE Circular 37, a “special purpose vehicle” refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the
purpose of seeking offshore financing or making offshore investment, using legitimate onshore or offshore assets or interests, while “round trip investment”
refers to direct investment in China by PRC residents or entities through special purpose vehicles, namely, establishing foreign-invested enterprises to obtain
ownership, control rights and management rights. SAFE Circular 37 provides that, before making a contribution to a special purpose vehicle, PRC residents or
entities are required to complete foreign exchange registration with SAFE or its local branch.
In 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment.
This notice has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in
connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. PRC residents or entities
who had contributed legitimate onshore or offshore interests or assets to special purpose vehicles but had not registered as required before the implementation
of the SAFE Circular 37 must register their ownership interests or control in the special purpose vehicles with qualified banks. An amendment to the
registration is required if there is a material change with respect to the special purpose vehicle registered, such as any change of basic information (including
change of the PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, and mergers or
divisions. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentations or failing
to disclose the control of the foreign-invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the
foreign exchange activities of the relevant foreign-invested enterprise, including payment of dividends and other distributions, such as proceeds from any
reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject
relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations.
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Regulations Related to Stock Incentive Plans
SAFE promulgated the Circular of the SAFE on Issues concerning the Administration of Foreign Exchange Used for Domestic Individuals’ Participation
in Equity Incentive Plans of Companies Listed Overseas, or the Stock Option Rules, in February 2012, replacing the previous rules issued by SAFE in
March 2007. Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in a stock incentive plan in an overseas
publicly listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants in a stock incentive plan
who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of the overseas publicly listed company or another qualified
institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of the
participants. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to
the stock incentive plan or the PRC agent or any other material changes. The PRC agent must apply to SAFE or its local branches on behalf of the PRC
residents who have the right to exercise the employee share options for an annual quota for the payment of foreign currencies in connection with the PRC
residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock
incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRC opened by the PRC
agents before distribution to such PRC residents.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Failure to comply with PRC regulations regarding the
registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or
administrative sanctions.”
Regulations Related to Dividend Distribution
Foreign investment enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with the PRC
accounting standards and regulations. In addition, foreign investment enterprises in the PRC are required to allocate at least 10% of their accumulated profits
each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not
distributable as cash dividends. Furthermore, under the Enterprise Income Tax Law, which was amended on February 24, 2017 and on December 29, 2018, the
maximum tax rate for the withholding tax imposed on dividend payments from PRC foreign-invested companies to their overseas investors that are not
regarded as “resident” for tax purposes is 20%. The rate was reduced to 10% under the Implementing Regulations for the PRC Enterprise Income Tax Law
issued by the State Council. However, a lower withholding tax rate of 5% might be applied if there is a tax treaty between China and the jurisdiction of the
foreign holding companies, such as is the case with Hong Kong, and certain requirements specified by PRC tax authorities are satisfied.
C. Organizational Structure.
The following diagram illustrates our corporate structure as of the date of this annual report.
(1) Shareholders of Fangdd Network are Xi Zeng, Yi Duan, Wei Zhang, Li Zhou, Jiaorong Pan, and Ying Lu, holding 46.62%, 31.95%, 9.00%, 8.88%,
2.66%, and 0.90%, respectively, of the equity interest in Fangdd Network. Xi Zeng is our chairman of the board of directors and chief executive officer. Yi
Duan is our director. Jiaorong Pan is our director and chief operating officer.
(2) As of the date of this annual report, Fangdd Network had 12 wholly owned subsidiaries.
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Contractual Agreements with the VIE and Its Shareholders
The following is a summary of the currently effective contractual arrangements by and among Shenzhen Fangdd, Fangdd Network and its shareholders.
Agreements That Enable Us to Direct Activities of the VIE
Business Operation Agreement. The WFOE, the VIE and the VIE’s shareholders have entered into a business operation agreement, pursuant to which the
VIE and its shareholders undertake that without the WFOE’s prior written consent, the VIE shall not enter into any transactions that may have material effects
on the VIE’s assets, obligations, rights or business operations. Additionally, the VIE’s shareholders undertake that without the WFOE’s prior written consent,
they shall not (i) sell, transfer, pledge or otherwise dispose of any rights associated with their equity interests in the VIE, (ii) approve any merger or acquisition
of the VIE, (iii) take any actions that may have a material adverse effect on the VIE’s assets, businesses and liabilities, or sell, transfer, pledge or otherwise
dispose or impose other encumbrances of any assets, businesses or income of the VIE, (iv) request the VIE to declare dividend or make other distribution,
(v) amend the VIE’s articles of association, or (vi) increase, decrease or otherwise change the VIE’s registered capital. The WFOE may request the VIE to
transfer at any time all the intellectual property rights held by the VIE to the WFOE or any person designated by the WFOE. The VIE and certain of its
shareholders shall be jointly and severally responsible for the performance of their obligations under this agreement. This agreement has a term of ten years,
which may be further extended upon the WFOE’s unilateral written confirmation prior to the expiry. The VIE has no right of transfer or right of early
termination without WFOE’s written confirmation while the WFOE may unilaterally transfer its rights and obligations under this agreement to third parties at
any time through written notification and may early terminate this agreement via a 30-day prior written notice.
Powers of Attorney. Each shareholder of the VIE has issued a power of attorney, appointing Xi Zeng, the person designated by the WFOE, as such
shareholder’s attorney-in-fact to exercise all shareholder rights, including, but not limited to, the right to call shareholders’ meeting, the right to vote on all
matters of the VIE that require shareholder approval, and the right to dispose of all or part of the shareholder’s equity interests in the VIE, on behalf of such
shareholder. The foregoing authorization in conditioned upon the written consent of the WFOE. In the event that the WFOE requests the shareholders to
terminate the authorization, the power of attorney will terminate immediately and the shareholder shall then appoint another person designated by the WFOE
as his or her attorney-in-fact to exercise all shareholder rights. Other than the foregoing circumstances, the power of attorney will remain in force until the
termination of the business operation agreement and during its effective term, shall not be amended or terminated without the consent of the WFOE.
Equity Interest Pledge Agreements. Each shareholder of the VIE has entered into an equity interest pledge agreement with the WFOE and the VIE,
pursuant to which, the shareholder has pledged all of his or her equity interests in the VIE to the WFOE to guarantee the performance by the VIE and its
shareholders of their obligations under the master agreements, which include the technology development and application service agreement, the operation and
maintenance service agreement, the business operation agreement and the option agreements. Each shareholder of the VIE agrees that, during the term of the
equity interest pledge agreement, he or she will not transfer the pledged equity interests or create or allow any encumbrance on the pledged equity interests
without the prior written consent of the WFOE. The equity interest pledge agreements remain effective until the VIE and its shareholders discharge all of their
obligations under the master agreements. We have registered the equity pledge with the local branches of the administrative authority of market regulation for
registration in accordance with the Civil Code of the PRC.
Agreements That Allow Us to Receive Economic Benefits from the VIE
Technology Development and Application Service Agreement. The WFOE and the VIE have entered into a technology development and application
service agreement, pursuant to which, the WFOE has the exclusive right to provide the VIE with technology development and application services. Without
the WFOE’s written consent, the VIE shall not accept any technology development and application services covered by this agreement from any third party.
The VIE agrees to pay service fees on an annual basis and at an amount determined by the WFOE after taking into account multiple factors, such as the labor
and time consumed for provision of the service, the type and complexity of the services provided, the difficulties in providing the service, the commercial
value of services provided and the market price of comparable services. Unless otherwise agreed by the parties, this agreement will remain effective until the
WFOE ceases business operations.
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Operation Maintenance Service Agreement. The WFOE and the VIE have entered into an operation maintenance service agreement, pursuant to which
the WFOE has the exclusive right to provide the VIE with operation maintenance services and marketing services. Without the WFOE’s written consent, the
VIE shall not engage any third party to provide the services covered by this agreement. The VIE agrees to pay service fees on an annual basis and at an
amount determined by the WFOE after taking into account factors such as the labor cost, facility cost and marketing expenses incurred by the WFOE in
providing the services. Unless otherwise agreed by both parties, this agreement will remain effective until the WFOE ceases business operations.
Agreements That Provide Us with the Option to Purchase the Equity Interest in the VIE
Option Agreements. The WFOE, the VIE and each of the VIE’s shareholders have entered into an option agreement, pursuant to which the VIE’s
shareholder has irrevocably granted the WFOE an exclusive option, to the extent permitted by PRC law, to purchase, or have its designated person or persons
to purchase, at its discretion all or part of the shareholder’s equity interests in the VIE or all or part of the VIE’s assets. The purchase price shall be a nominal
price unless where PRC laws and regulations require valuation of the equity interests or the assets, or promulgate other restrictions on the purchase price, or
otherwise prohibit purchasing the equity interests or the assets at a nominal price. If the PRC laws and regulations prohibit purchasing the equity interests or
the assets at a nominal price, the purchase price shall be equal to the original investment of the equity interests made by such shareholders or the book value of
the assets. Where PRC laws and regulations require valuation of the equity interests or the assets or promulgates other restrictions on the purchase price, the
purchase price shall be the minimum price permitted under PRC laws and regulations. However, if the minimum price permitted under PRC laws and
regulations exceeds the original investment of the equity interests or the book value of the assets, the shareholders of the VIE shall return the difference to the
WFOE after deducting all taxes and fees paid under PRC laws and regulations. The shareholders of the VIE undertake, among other things, that without the
WFOE’s prior written consent, they shall not take any actions that may have material effects on the VIE’s assets, operations and liabilities, nor shall they
appoint or replace any directors, supervisors or other officers of the VIE. These agreements have a term of ten years, which may be extended upon the
WFOE’s written confirmation prior to the expiry.
In the opinion of Global Law Office, our PRC legal counsel:
● the ownership structures of the VIE in China and our WFOE do not result in any violation of PRC laws or regulations currently in effect; and
● the contractual arrangements among our WFOE, the VIE and the shareholders of the VIE governed by PRC law are valid, binding and enforceable.
However, we have been advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current
and future PRC laws, regulations and rules, and there can be of no assurance that the PRC government will ultimately take a view that is consistent with the
above opinions of our PRC legal counsel. Since the Foreign Investment Law (2019) is relatively new, uncertainties still exist in relation to its interpretation
and implementation. There is no assurance that foreign investment via contractual arrangements would not be interpreted as a type of indirect foreign
investment activities in the future. In addition, the definition of foreign investment contains a catch-all provision which includes investments made by foreign
investors through other means stipulated in laws, administrative regulations or provisions of the State Council. Therefore, it still leaves leeway for future laws,
administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. In any of
these cases, it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access requirements for foreign
investment under the PRC laws and regulations. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above
opinion of our PRC counsel. If the PRC government finds that the agreements that establish the structure for operating our online businesses do not comply
with PRC government restrictions on foreign investment in value-added telecommunications services businesses, such as internet content provision services
and online data processing and transaction processing businesses (operating e-commerce business), we could be subject to penalties, including being
prohibited from continuing operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government
deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if
these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our
interests in those operations,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Substantial uncertainties exist with
respect to the interpretation and implementation of the Foreign Investment Law (2019) and how they may impact the viability of our current corporate
structure, corporate governance and operations,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry —If we fail to
obtain or keep licenses, permits or approvals applicable to the various real estate services provided by us, we may incur significant financial penalties and
other government sanctions” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC legal system contains
uncertainties, which could limit the legal protections available to you and us.”
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D. Property, Plants and Equipment.
Our principal executive offices are located at Shenzhen with approximately 341 square meters of office space. Our headquarter has been at this location
since 2023. We believe our existing leased premises are adequate for our current business operations and that additional space can be obtained on
commercially reasonably terms to meet our future requirements.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our audited
consolidated financial statements and the related notes included in this annual report on Form 20-F. This report contains forward-looking statements. See
“Special Note Regarding Forward-Looking Statements.” In evaluating our business, you should carefully consider the information provided under the caption
“Item 3. Key Information—D. Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to
substantial risks and uncertainties.
A. Operating Results.
Overview
We are a customer-oriented PropTech company in China, focusing on providing real estate transaction digitalization services. We operate a real estate-
focused online marketplace for real estate transactions and related services in China. Our marketplace connects real estate sellers, agents, buyers, and other
participants as part of a vibrant ecosystem and a self-reinforcing network, enabling marketplace participants to transact real estate assets with efficiency at
lowered costs. We provide all participants with one-stop digital real estate transaction services and seamless transaction experience through our reliable and
extensive property listings, SaaS solutions, intelligent matching algorithms and other real estate related services. In 2023, we had over 72.5 thousand active
agents on our marketplace. By providing real estate sellers with innovative and diversified digital marketing solutions as well as access to our extensive agent
network, we help real estate sellers to move their traditional offline business online and improve transaction efficiency, thereby gathering the property
resources of real estate transactions on our marketplace. In 2023, there were 765 new property projects on our marketplace.
Our primary sources of revenue are (i) property transaction services and (ii) innovation initiatives and other value-added services. We earn base
commission revenue by charging commission fees when real estate buyers and sellers close transactions through the marketplace. Our innovation initiatives
and other value-added services include SaaS solutions and other value-added services which are provided based on our deep understanding of marketplace
participants’ problems and needs, such as asset management services aimed at optimizing returns for asset holders and enhancing the overall operational
efficiency of their asset portfolios. For our SaaS solutions, we charge marketplace participants software subscription fees. For other value-added services such
as our asset management services, we charge consulting fees, management fees, sharing fees, and commissions.
Our revenue decreased by 73.9% from RMB942.4 million in 2021 to RMB245.9 million (US$35.7 million) in 2022 due to various factors, including the
continued property market downturn, the resurgence of COVID-19 outbreaks in China and the measures we took to minimize our exposure to the systematic
risk of real estate industry in the continued downturn, such as our actions to cease business cooperation with high credit risk developers and to reduce our
business scale of new property and resale property transaction service business. Our revenue increased by 15.9% from RMB245.9 million in 2022 to
RMB285.0 million (US$40.1 million) in 2023. The increase was influenced by various factors, including modest stimulation in the Chinese real estate market
spurred by a series of preferential policies, such as greater access to credit and funding for real estate developers, mortgage interest rate cuts and lower down
payments for home buyers, and relaxed restrictions on secondhand housing sales and purchases. Our growth was also supported by strategic decisions such as
discontinuing business partnerships with high credit risk developers to mitigate losses and focusing on developers with strong credit profiles to sustain our
property transaction services. We also actively explored opportunities in other digitalization services for real estate transactions. We will continue to focus on
optimizing our revenue mix and prioritizing the value-added services and new business initiatives, including our SaaS solutions for various platform
participants and asset management services launched in 2023 for . We recorded a net loss of RMB1.2 billion, RMB239.6 million and RMB93.1 million
(US$13.1 million) in 2021, 2022 and 2023, respectively.
87
Factors Affecting Our Results of Operations
The PRC real estate industry
Our business and results of operations are affected by our ability to adapt to the fluctuation in the PRC real estate industry. The general factors affecting
the industry include:
● China’s overall economic growth and level of per capita disposable income;
● regulations and policies affecting the real estate industry and housing finance industry;
● urbanization trend;
● changes in the supply and demand in different areas of the housing market; and
● the acceptance of completing real estate transactions online.
In the past, we were able to innovate new products and services in time to adapt to market changes. Our ability to adapt our business to market
fluctuations will continue to have a significant effect on our results of operation.
Our ability to attract and retain real estate agents
We derive a substantial portion of revenue from property transactions facilitated through our marketplace by agents. Therefore, our revenue is affected by
the number of active agents who have established online shops in our marketplace and effectively conduct property transactions. Our ability to expand our
agent base mainly depends on our ability to continue to provide comprehensive resources and effective products and services that help agents access business
opportunities and complete transactions efficiently.
We attract and retain agents through our strong online service capabilities. For example, we offer innovative technology-based products and services and
leverage social media and other internet-based platforms to promote products and services to agents. We had over 72.5 thousand active agents on our
marketplace in 2023. We aim to continue to build our incentive and guidance system, provide comprehensive training and support agents’ operations in order
to empower them to conduct business more effectively and increase their revenue.
Our ability to increase cooperation with real estate sellers
The participation of real estate sellers is of critical importance to our marketplace. We place great emphasis on our relationship with real estate developers
and strive to provide efficient and effective property transaction solutions to promote their success. For example, in December 2020, we launched Property
Cloud, a SaaS solution for real estate sellers. Property Cloud connects real-estate sellers with agents directly, which largely increases the matching efficiency.
Through Property Cloud, real estate sellers may list information including properties details, commission rates and other terms in connection with the sale, all
of which will automatically become available to agents using Duoduo Sales. Interested agents may then contact the developer directly through Duoduo Sales.
By leveraging the digitalization capabilities, data analysis capabilities and customer base, our marketplace is capable of providing premium services to
real estate sellers, which is in line with the development of the real estate industry in China. This helps our marketplace to broaden the source of property
listings, enrich the number and types of properties available on our marketplace, attract more agents and real estate buyers to our marketplace, and further
increase the success rate of transactions.
88
Our ability to improve our real estate transaction digitalization capabilities
We are a PropTech company, and our operational success depends on our real estate transaction digitalization capabilities. We have built a suite of
modular software products and solutions powered by technology that simplify traditionally cumbersome processes in real estate transactions and allow agents
and agencies to effectively grow their businesses. We connect agents with essential business resources through a smart matching system and provide them with
both insights and direct access to business intelligence tools to analyze data, and optimize their businesses operation and management. Through our digital
platform, real estate sellers can post their listings, access a wide real estate buyer base, search for the most suitable agents and conduct transactions efficiently
on our marketplace. Our ability to continue to attract real estate sellers and buyers, the key component of a vibrant transaction marketplace, is associated with
the transaction efficiency achieved in our marketplace through digitalization, which will remain one of our primary business objectives as we continue to
grow.
Our ability to innovate product and service offerings
To further attract and better serve marketplace participants, we have developed diverse products and services to meet marketplace participants’ business
needs and help them conduct transactions in our marketplace more efficiently. As we facilitate more transactions, our marketplace attracts more market
participants, who in turn contribute to our resources and ability to further innovate products and services. These innovative services and products enhance the
level of engagement and loyalty of our marketplace participants, and improve agents’ operational efficiency and rate of returns. We aim to continue to
innovate new products and services by leveraging our data analysis and deep understanding of market participants. Our ability to innovate product and service
offerings has, and will continue to have, a significant impact on our results of operations.
Our ability to achieve profitability
Our ability to achieve profitability is dependent on whether we can leverage our marketplace model to maintain and improve operational efficiency. We
continue to standardize our business and management processes, which allow us to reduce our headcount and achieve high operational efficiency. For
example, we have been able to substantially reduce labor costs since 2017 as we established the property database that can be updated and renewed
automatically using AI and big data analytic tools. We further helped improve our employees’ operational efficiency by offering comprehensive training both
online and offline. However, the continued downturn status of China’s real estate market and the heightened credit risks of developers have materially and
adversely affected our results of operations and financial condition. Our closed-loop GMV per employee decreased from RMB83.5 million in 2021 to
RMB67.1 in 2022, and our revenue per employee decreased from RMB1.0 million in 2021 to RMB732.0 thousand in 2022. In response, we have taken risk
control measures to strategically reduce the scale of our property transaction services, discontinue business partnerships with high credit risk developers and
actively explore opportunities from other real estate transaction digitalization services. As a result of these measures, our closed-loop GMV per employee
increased to RMB87.6 million (US$12.3 million) in 2023 from RMB67.1 in 2022, and our revenue per employee increased to RMB1.7 million (US$0.2
million) in 2023 from RMB732.0 thousand in 2022.
Revenue
The following table sets forth our total revenue for the years presented:
Revenue
For the Year Ended December 31,
2021
RMB
2022
RMB
2023
RMB
US$
(in thousands, except for percentages)
942,380
245,948
284,957
40,135
We generate our revenue from (i) commissions paid by real estate sellers and buyers in connection with property transactions, and (ii) innovation
initiatives and other value-added services, such as SaaS solutions for various marketplace participants, sales services, franchise license, financial services,
loans facilitation services, and parking space transaction facilitation services.
89
Cost of Revenue
The following table sets forth our cost of revenue in absolute amount and as a percentage of our total revenue for the years presented:
2021
RMB
%
For the Year Ended December 31,
2022
RMB
RMB
%
(in thousands, except for percentages)
2023
US$
%
Cost of Revenue
835,873
88.7
221,213
89.9
243,763
34,333
85.5
Our cost of revenue consists primarily of the commission fees we pay to agents for their services rendered in completing the real estate transactions,
project-based promotion and operational expenses, salaries and benefits expenses that are incurred for property transactions and the sharing of sales incentive
income with funding partners in connection with our exclusive sales projects.
Operating Expenses
Our operating expenses consist of sales and marketing expenses, product development expenses, and general and administrative expenses. The following
table sets forth our operating expenses in absolute amount and as a percentage of our total revenue for the years presented:
2021
RMB
%
For the Year Ended December 31,
2022
RMB
RMB
%
(in thousands, except for percentages)
2023
US$
%
64,914
167,530
831,358
1,063,802
6.9
17.8
88.2
112.9
13,195
65,971
194,962
274,128
5.4
26.8
79.3
111.5
2,774
32,142
271,448
306,364
391
4,527
38,232
43,150
1.0
11.3
95.3
107.6
Operating expenses
Sales and marketing expenses
Product development expenses
General and administrative expenses
Total operating expenses
Sales and marketing expenses
Our sales and marketing expenses mainly consist of salaries of sales personnel and costs of online and offline advertisements that are placed to raise our
brand recognition and attract listings from real estate sellers to our marketplace. We expect our sales and marketing expenses to increase in the long term as we
continue to grow our business while fluctuating from quarter to quarter depending on our advertising and marketing plans and seasonality.
Product development expenses
Our product development expenses primarily consist of salaries and benefits expenses, office expenses and depreciation of equipment relating to the
development of new products or upgrading of existing products and other expenses for our product activity.
General and administrative expenses
Our general and administrative expenses mainly consist of provision of allowance for doubtful accounts, payroll and related staff costs for corporate
functions, as well as other general corporate expenses such as rental expenses and depreciation expenses for offices and equipment that are used by these
corporate functions.
90
Taxation
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in
the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for
stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands
does not impose withholding tax on dividend payments.
Hong Kong
Fangdd HK in Hong Kong, our subsidiary incorporated in Hong Kong, is subject to Hong Kong profit tax at a rate of 16.5% on its taxable income
generated from operations in Hong Kong. A two-tiered profits tax rates regime has been introduced since year 2018 where the first HK$2 million of assessable
profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-
fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Under the Hong Kong
tax law, Fangdd Network Holding Limited is exempted from the Hong Kong income tax on its foreign-derived income. Hong Kong does not impose a
withholding tax on dividends.
China
Our PRC subsidiaries, VIE and VIE’s subsidiaries are subject to the PRC Enterprise Income Tax Law and are taxed at the statutory income tax rate of
25%. In addition, Fangdd Network and its subsidiaries are subject to value added taxes, or VAT, at a rate of 6% on the commissions earned from developers
and other real estate sellers as well as revenue from other services we provide to our marketplace participants, less any deductible VAT we have already paid or
borne. We are also subject to surcharges on VAT payments in accordance with PRC law.
Dividends paid by our wholly owned subsidiaries in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of
10%, unless they qualify for a special exemption. If Fangdd Network Holding Limited, our subsidiary in Hong Kong, satisfies all the requirements under the
Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on
Income and the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, then dividends paid by our wholly owned
subsidiaries in China will be subject to a withholding tax rate of 5% instead. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing
Business in China—Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and
adversely affect the amount of dividends, if any, we may pay our shareholders.”
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC
Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—If we are classified as a “resident enterprise” of China under the PRC Enterprise Income Tax Law, we
and our non-PRC shareholders could be subject to unfavorable tax consequences, and our business, financial condition and results of operations could be
materially and adversely affected.”
Inflation
To date, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-
year percent changes in the consumer price index for December 2021 and 2022 were increases of 1.5% and 1.8%, respectively, and the year-over-year percent
changes in the consumer price index for December 2023 was a decrease of 0.3%. Although we have not been materially affected by inflation in the past, we
can provide no assurance that we will not be affected by higher inflation rates in China in the future.
91
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the years presented in absolute amount and as a percentage of our
total revenue. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
2021
RMB
%
For the Year Ended December 31,
2022
RMB
RMB
%
(in thousands, except for percentages)
2023
US$
942,380
(835,873)
106,507
100.0
(88.7)
11.3
245,948
(221,213)
24,735
100.0
(89.9)
10.1
284,957
(243,763)
41,194
40,135
(34,333)
5,802
(64,914)
(167,530)
(831,358)
(1,063,802)
(957,295)
(6.9)
(17.8)
(88.2)
(112.9)
(101.6)
(13,195)
(65,971)
(194,962)
(274,128)
(249,393)
(5.4)
(26.8)
(79.3)
(111.5)
(101.4)
(2,774)
(32,142)
(271,448)
(306,364)
(265,170)
(391)
(4,527)
(38,232)
(43,150)
(37,348)
(8,317)
(394)
112
(26,000)
(187,329)
(11,543)
(31,188)
22,293
5,618
(0.9)
0.0
0.0
(2.8)
(19.9)
(1.2)
(3.3)
2.4
0.6
(5,140)
375
363
(8,000)
(62,623)
(7,642)
—
14,938
87,041
0.0
—
(126.7)
(0.9)
(127.6)
3.4
(2,020)
—
(232,101)
(7,487)
(239,588)
(4,450)
(2.1)
0.2
0.1
(3.3)
(25.5)
(3.1)
—
6.1
35.4
(0.8)
—
(94.4)
(3.0)
(97.4)
(1.8)
(621)
333
(518)
(3,000)
(15,279)
—
(454)
2,454
183,490
442
3,330
(94,993)
1,889
(93,104)
1,351
(88)
47
(73)
(423)
(2,152)
—
(64)
346
25,844
62
469
(13,380)
266
(13,114)
190
%
100.0
(85.5)
14.5
(1.0)
(11.3)
(95.3)
(107.6)
(93.1)
(0.2)
0.1
(0.2)
(1.1)
(5.4)
—
(0.2)
0.9
64.4
0.2
1.2
(33.4)
0.7
(32.7)
0.5
Revenue
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing expenses
Product development expenses
General and administrative expenses
Total operating expenses
Loss from operations
Other income (expenses):
Interest expense, net
Foreign currency exchange gain (loss), net
Gain on short-term investments
Impairment loss for long-term equity
investment
Impairment loss for equity method investment
Impairment loss for non-current assets
Goodwill impairment
Government grants
Other income, net
Share of profit from equity method investees,
net of income tax
Gain on subsidiaries written off
Loss before income tax
Income tax expense
Net loss
Net loss attributable to noncontrolling interests
Net loss attributable to Fangdd Network
(47)
—
(1,194,090)
(8,907)
(1,202,997)
31,832
Group Ltd.
(1,171,165)
(124.2)
(244,038)
(99.2)
(91,753)
(12,924)
(32.2)
Accretion to Redeemable Convertible Preferred
Shares
Deemed dividend to preferred shareholders
Net loss attributable to ordinary
shareholders
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
(1,171,165)
(1,202,997)
(124.2)
(127.6)
(244,038)
(239,588)
(99.2)
(97.4)
(91,753)
(93,104)
(12,924)
(13,114)
—
—
(32.2)
(32.7)
92
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenue
Our revenue in 2023 increased by 15.9% to RMB285.0 million (US$40.1 million) from RMB245.9 million in 2022. The increase was attributable to
various factors, including modest stimulation in the Chinese real estate market spurred by a series of preferential policies, such as greater access to credit and
funding for real estate developers, mortgage interest rate cuts and lower down payments for home buyers, and relaxed restrictions on secondhand housing
sales and purchases. In addition, our growth was supported by strategic decisions such as discontinuing business partnerships with high credit risk developers
to mitigate losses and focusing on developers with strong credit profiles to sustain our property transaction services. We also actively explored opportunities in
other digitalization services for real estate transactions.
Cost of revenue
Our cost of revenue in 2023 increased by 10.2% to RMB243.8 million (US$34.3 million) from RMB221.2 million in 2022. As our revenue increased, the
commission fees paid to agents for their services in completing real estate transactions also increased proportionally.
Gross profit
Our gross profit in 2023 increased by 66.5% to RMB41.2 million (US$5.8 million) from RMB24.7 million in 2022. Our gross profit margin in 2023
increased to 14.5% from 10.1% in 2022. The increase was mainly because (i) the PRC government has implemented a series of positive policies to promote
the stable and healthy development of the real estate market, which result in an increase of revenue, and (ii) we carried out continuous actions on the
optimization of the costs to improve the operating efficiency.
Operating expenses
Our operating expenses in 2023, which included share-based compensation expenses of RMB105.0 thousand (US$14.7 thousand), increased by 11.8% to
RMB306.4 million (US$43.2 million) from RMB274.1 million in 2022, which included share-based compensation expenses of RMB16.7 million.
Sales and marketing expenses. Our sales and marketing expenses in 2023 decreased to RMB2.8 million (US$0.4 million) from RMB13.2 million in 2022.
The decrease was primarily due to an optimized sales department composition, the reduced spending on marketing activities related to new property
transaction services, and the reduced scale of sales labor expenditure.
Product development expenses. Our product development expenses in 2023 decreased to RMB32.1 million (US$4.5 million) from RMB66.0 million
2022. The decrease was attributable to reduced personnel-related expenses following our decision to adopt a more conservative approach towards further
investments in research and development.
General and administrative expenses. Our general and administrative expenses in 2023 increased to RMB271.4 million (US$38.2 million) from
RMB195.0 million in 2022. The increase was mainly due to the increase in provision of impairment of certain assets, such as accounts receivable due from
developers, and other accounts receivable of project deposits, in spite of the achieved savings in payroll and related staff costs for corporate functions through
measures taken to improve operating efficiency, such as reducing redundant positions.
Loss from operations
We had a net loss from operations of RMB265.2 million (US$37.3 million) in 2023, compared to a net loss from operations of RMB249.4 million in
2022.
93
Other income (expenses)
Our total other income were RMB170.2 million (US$24.0 million) in 2023, compared to total other expenses of RMB17.3 million in 2022. The change
was primarily due to our record of (i) RMB15.3 million (US$2.2 million) in impairment loss for equity method investment in 2023, compared to an
impairment loss for equity method investment of RMB62.6 million in 2022, (ii) RMB3.0 million (US$0.4 million) in impairment loss for long-term equity
investment in 2023, compared to an impairment loss for long-term equity investment of RMB8.0 million in 2022, (iii) nil in impairment loss for non-current
assets in 2023, compared to an impairment loss for non-current assets of RMB7.6 million in 2022, (iv) RMB2.5 million (US$0.3 million) in government
grants in 2023, compared to the government grants of RMB14.9 million in 2022, mainly resulting from the continued downturn status of the real estate market
in China, even if there being certain modest stimulation in the Chinese real estate market spurred by a series of preferential policies by the government, and (v)
RMB167.9 million (US$23.7 million) the estimated accounts payable write-off benefit, compared to the estimated accounts payable write-off benefit of
RMB33.6 million in 2022, attributable to the prolonged overdue status of the related accounts receivable from real estate developers, resulting in a
corresponding increase in the estimated accounts payable write-off benefit.
Income tax (expense) benefit
Our income tax benefit was RMB1.9 million (US$0.3 million) in 2023, compared to income tax expense of RMB7.5 million in 2022.
Net loss
As a result of the foregoing, our net loss in 2023 was RMB93.1 million (US$13.1 million), compared to a net loss of RMB239.6 million in 2022.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Revenue
Our revenue in 2022 decreased by 73.9% to RMB245.9 million from RMB942.4 million in 2021. The decrease was mainly due to the decrease in total
closed-loop GMV facilitated on our platform by 72.6% to RMB22.5 billion in 2022 from RMB82.2 billion in 2021, which in turn resulted from (i) the
continued property market downturn and our actions to cease business cooperation with high credit risk developers to avoid further losses caused by developer
credit risk, (ii) the resurgence of COVID-19 outbreaks in China, which caused control measures adopted to prevent the spread of the virus, which significantly
affected our business development, and (iii) the measures that we took to reduce our business scale of new property and resale property transaction service
business to minimize our exposure to the systematic risk of real estate industry in the continued downturn.
Cost of revenue
Our cost of revenue in 2022 decreased by 73.5% to RMB221.2 million from RMB835.9 million in 2021. The decrease was primarily due to the significant
drop in revenue for both new property and resale property transaction services, which resulted in a decrease in the commission fees payable to agents for their
services.
Gross profit
Our gross profit in 2022 decreased by 76.8% to RMB24.7 million from RMB106.5 million in 2021. Our gross profit margin in 2022 decreased to 10.1%
from 11.3% in 2021. The decrease was mainly because (i) we strategically adjusted our new property business scale and resale property to avoid further losses
due to continuous downturn of real estate transactions market, and (ii) the development of other value-added services offered to various platform participants
with higher gross profit margins has yet reached a scale, so its contribution to our gross profit is currently limited.
94
Operating expenses
Our operating expenses in 2022, which included share-based compensation expenses of RMB16.7 million (US$2.4 million), decreased by 74.2% to
RMB274.1 million from RMB1.1 billion in 2021, which included share-based compensation expenses of RMB47.1 million.
Sales and marketing expenses. Our sales and marketing expenses in 2022 decreased to RMB13.2 million from RMB64.9 million in 2021. The decrease
was primarily due to the optimization of the sales department composition, the reduced spending on marketing activities related to new property transaction
services, and reduced scale of the resale property transactions.
Product development expenses. Our product development expenses in 2022 decreased to RMB66.0 million from RMB167.5 million in 2021. The decrease
was attributable to the decreases in personnel-related expenses following our decision to significantly cut investments in research and development for resale
property business.
General and administrative expenses. Our general and administrative expenses in 2022 decreased to RMB195.0 million from RMB831.4 million in 2021.
The decrease was mainly due to (i) the decrease in provision of impairment of certain assets, such as accounts receivable due from developers, other accounts
receivable of project deposits and short-term investments, and (ii) the actions that we have taken to improve operating efficiency, including the action to
reduce redundant positions, due to the expected continuation of the current market condition in the foreseeable future.
Loss from operations
We had a net loss from operations of RMB249.4 million in 2022, compared to a net loss from operations of RMB957.3 million in 2021.
Other income (expenses)
Our total other expenses were RMB17.3 million in 2022, compared to total other expenses of RMB236.8 million in 2021. The change was primarily due
to our record of (i) RMB62.6 million in impairment loss for equity method investment in 2022, compared to an impairment loss for equity method investment
of RMB187.3 million in 2021, (ii) RMB8.0 million in impairment loss for long-term equity investment in 2022, compared to an impairment loss for long-term
equity investment of RMB26.0 million in 2021, (iii) RMB7.6 million in impairment loss for non-current assets in 2022, compared to an impairment loss for
non-current assets of RMB11.5 million in 2021, mainly resulting from the continued downturn status of the real estate market in China, and (iv) the
impairment loss for goodwill of nil in 2022, compared to an impairment loss for goodwill of RMB31.2 million in 2021.
Income tax expense
Our income tax expense was RMB7.5 million in 2022, compared to RMB8.9 million in 2021.
Net loss
As a result of the foregoing, our net loss in 2022 was RMB239.6 million, compared to a net loss of RMB1.2 billion in 2021.
B. Liquidity and Capital Resources
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. We have experienced recurring losses from operations. As of December
31, 2023, we had an accumulated deficit of RMB4.6 billion (US$654.9 million). For the year ended December 31, 2023, we recorded a net loss of RMB93.1
million (US$13.1 million) and had negative cash flows from operating activities of RMB186.1 million (US$26.2 million). As of December 31, 2023, our cash
and cash equivalents balance were RMB121.7 million (US$17.1 million). Our ability to continue as a going concern is dependent on, among other things, our
ability to generate cash flows from operations and our ability to arrange adequate financing. We have prepared a future cash flow forecasts and believe that we
will have sufficient unrestricted liquidity for at least the next 12 months from the date of this annual report. We expected that we will continue to reduce our
operating expenditure by reducing headcount and office space, if needed. We have also taken measures to speed up the collection of accounts receivable, such
as litigation and stringent developer credit rating management, although the effectiveness of these actions may be limited as developers have already been in
severe finance distress. In 2023, we have obtained equity financing and plan to seek additional equity and/or debt financing in the near future; however, the
availability and amount of such funding remain uncertain. The ongoing downturn in China’s real estate market and heightened credit risks of developers have
adversely affected our results of operations and financial condition and may potentially affect our ability to obtain necessary financing for an extended period.
95
As of December 31, 2023, we had RMB143.9 million (US$20.3 million) in cash and cash equivalents and restricted cash. Our cash and cash equivalents
primarily consist of demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. As of December 31,
2023, we had RMB22.2 million (US$3.1 million) restricted cash, which consists of bank deposits frozen due to ongoing lawsuits, prolonged inactivity, and the
change in legal representative, and bank balances restricted for special purposes. As of December 31, 2023, we had RMB15.3 million (US$2.2 million) in
short-term investments. Our short-term investments consisted of investments in wealth management products which are redeemable by us at any time.
Our total current liabilities were RMB549.7 million (US$77.4 million) as of December 31, 2023, which primarily included RMB395.4 million (US$55.7
million) in accounts payable, RMB117.6 million (US$16.6 million) accrued expenses and other payables and RMB31.6 million (US$4.4 million) in
customers’ refundable fees. Most of our current liabilities are accounts payable, which are typically settled upon our collection of accounts receivable. We
believe that our current cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next
12 months. We may, however, need additional capital in the future to fund our continued operations. The issuance and sale of additional equity would result in
further dilution to our shareholders. The incurrence of indebtedness may result in increased fixed obligations and could result in operating covenants that
would restrict our operations. As we will continue to invest in technology to support our business, we may not be able to maintain a surplus or improve our
working capital position beyond the next 12 months. In the future, should we require additional liquidity and capital resources to fund our business and
operations, we may need to obtain additional financing, including financing from new and/or existing shareholders, financing generated through capital market
transactions and borrowing from commercial banks. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Although we consolidate the results of the VIE and its subsidiaries, we only have access to the assets or earnings of the VIE and its subsidiaries through
our contractual arrangements with the VIE and its shareholders. See “Item 4. Information on the Company—C. Organizational Structure—Contractual
Arrangements with the VIE and its Shareholders.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see
“Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.”
A majority of our future revenues are likely to continue to be denominated in Renminbi. Under existing PRC foreign exchange regulations, Renminbi may
be converted into foreign exchange for current account items, including profit distributions, interest payments and trade-and service related foreign exchange
transactions. Our PRC subsidiaries may convert Renminbi amounts that they generate in their own business activities, including fees associated with the
technology development and application services, operation maintenance services and marketing services pursuant to the contracts with the VIE, into foreign
exchange and pay them to its non-PRC parent company in the form of dividends. However, current PRC regulations permit our PRC subsidiaries to pay
dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries
are required to set aside at least 10% of their after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve
funds until the total amount set aside reaches 50% of their registered capital. These reserves are not distributable as cash dividends. Historically, our PRC
subsidiaries have not paid dividends to us, and they will not be able to pay dividends until they generate accumulated profits. Furthermore, capital account
transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE, its local branches and certain local banks.
As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our PRC
subsidiaries only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and
loans. This may delay us from using the proceeds from our offshore financings to make loans or capital contribution to our PRC subsidiaries. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans and direct investment by offshore holding companies to
PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC operating subsidiaries.”
96
Cash Flows
The following table sets forth our cash flows for the years presented:
Net cash used in operating activities
Net cash (used in) provided by investing activities
Net cash (used in) provided by financing activities
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of the year
Cash, cash equivalents and restricted cash at the end of the year
Operating Activities
For the Year Ended December 31
2021
RMB
2022
RMB
2023
RMB
US$
(in thousands, except for share data)
(60,618)
(43,725)
(307,129)
(419,792)
936,030
516,238
(126,983)
(159,268)
(58,654)
(333,493)
516,238
182,745
(186,118)
31,427
119,831
(38,846)
182,745
143,899
(26,214)
4,426
16,878
(5,471)
25,739
20,268
Net cash used in operating activities in 2023 was RMB186.1 million (US$26.2 million). The principal items accounting for the difference between our net
cash used in operating activities and our net loss of RMB93.1 million (US$13.1 million) were an RMB263.8 million (US$37.2 million) decrease in accounts
payable, an RMB80.5 million (US$11.3 million) decrease in prepayments and other assets, and an RMB59.2 million (US$8.3 million) decrease in accrued
expenses and other payables, which were partially offset by an RMB97.8 million (US$13.8 million) decrease in accounts receivable and some non-cash
expenses, such as RMB201.9 million (US$28.4 million) allowances for doubtful accounts and RMB15.3 million (US$2.2 million) in impairment loss for
equity method investment.
Net cash used in operating activities in 2022 was RMB127.0 million. The principal items accounting for the difference between our net cash used in
operating activities and our net loss of RMB239.6 million were an RMB497.6 million decrease in accounts receivable, and some non-cash expenses, such as
RMB149.4 million in impairment on short-term investments and RMB62.6 million in impairment loss for equity method investment, which were partially
offset by an RMB516.7 million decrease in accounts payables, an RMB59.5 million decrease in accrued expenses and other payables, and some non-cash
expenses, such as RMB67.6 million reversal in allowances for doubtful accounts. The decrease in accounts receivable was primarily because the collection of
accounts receivable was higher than the newly recorded accounts receivable in 2022. The impairment loss on short-term investment was primarily due to
impairment of our short-term investments that suffered an un-temporarily decline on its value. The impairment loss for equity method investment was
primarily due to impairment of our equity method investment in certain limited partnerships that faced increasing uncertainties in collecting the repayment of
deposits from certain developers due to their tighter financial conditions. The decrease in accounts payables was because we made payments to agents when
the accounts receivable due from developers were received. The decrease in accrued expenses and other payables was due to the normal operation of our
business. The reversal in allowances for doubtful accounts was primarily due to the estimation of increased collectability of our accounts receivable from real
estate developers who experienced or expected tighter cash flows in previous years.
97
Net cash used in operating activities in 2021 was RMB60.6 million. The principal items accounting for the difference between our net cash used in
operating activities and our net loss of RMB1.2 billion were an RMB867.0 million decrease in accounts receivable, and some non-cash expenses, such as
RMB612.7 million in allowance for doubtful accounts and RMB187.3 million in impairment loss for equity method investment, which were partially offset by
an RMB620.4 million decrease in accounts payables, and an RMB126.6 million decrease in accrued expenses and other payables. The decrease in accounts
receivable was primarily because the collection of accounts receivable was higher than the newly recorded accounts receivable in 2021. The allowance for
doubtful accounts were primarily due to impairment of accounts receivable due from developers because of their tighter financial conditions. The impairment
loss for equity method investment was primarily due to impairment of our equity method investment in certain limited partnerships that faced increasing
uncertainties in collecting the repayment of deposits from certain developers due to their tighter financial conditions. The decrease in accounts payables was
because we made payments to agents when the accounts receivable due from developers were received. The decrease in accrued expenses and other payables
was due to the normal operation of our business.
Investing Activities
Net cash provided by investing activities in 2023 was RMB31.4 million (US$4.4 million), mainly comprising RMB63.8 million (US$9.0 million) paid for
short-term investments, which was partially offset by RMB50.0 million (US$7.0 million) proceeds from disposal of short-term investments and RMB45.6
million (US$6.4 million) in return of capital from equity method investees.
Net cash used in investing activities in 2022 was RMB159.3 million, mainly comprising RMB464.9 million paid for short-term investments and
RMB33.2 million for investment in equity method investments, which were partially offset by RMB320.1 million proceeds from disposal of short-term
investments and RMB19.5 million in return of capital from equity method investees.
Net cash used in investing activities in 2021 was RMB43.7 million, mainly comprising RMB104.1 million paid for short-term investments, RMB84.6
million for investment in equity method investments and RMB12.5 million for purchase of property, equipment and software, which were partially offset by
RMB107.1 million proceeds from disposal of short-term investments and RMB50.1 million in return of capital from equity method investees.
Financing Activities
Net cash provided by financing activities in 2023 was RMB119.8 million (US$16.9 million), primarily comprising RMB145.1 million (US$20.4 million)
in proceeds from issuance of convertible promissory note, net of issuance costs and RMB46.6 million (US$6.6 million) in proceeds from issuance of ordinary
shares, net of issuance costs, which was partially offset by RMB72.5 million (US$10.2 million) in repayment for short-term bank borrowings.
Net cash used in financing activities in 2022 was RMB58.7 million, primarily comprising RMB134.8 million in repayment for short-term bank
borrowings, which was partially offset by RMB72.5 million in cash proceeds from short-term bank borrowings and RMB3.1 million in cash proceeds from
public offering, net of offering cost.
Net cash used in financing activities in 2021 was RMB307.1 million, primarily comprising RMB462.8 million in repayment for short-term bank
borrowings, which was partially offset by RMB154.2 million in cash proceeds from short-term bank borrowings.
98
Material Cash Requirements
Our material cash requirements as of December 31, 2023 and any subsequent interim period primarily include our short-term debt obligations, long-term
debt obligations, operating lease commitments and capital commitment obligations. The following table sets forth our contractual obligations by specified
categories as of December 31, 2023:
Short-term debt obligations
Long-term debt obligations
Operating lease commitments
Capital commitment obligations
Total
Total
Less than
1 year
Payment Due by Period
1-3
years
(in RMB thousands)
3-5
years
Thereafter
512,988
28,654
1,019
278,012
820,673
512,988
—
990
—
513,978
—
—
29
—
29
—
—
—
—
—
—
28,654
—
—
28,654
Our short-term debt obligations primarily consist of accounts payable, short-term bank borrowings, accrued expenses and other payables. As of December
31, 2023, we had RMB395.4 million (US$55.7 million) in accounts payable, most of which were due to real estate agencies and payable as long as we have
collected payments of corresponding accounts receivable from developers.
Our long-term debt obligations primarily consist of the non-current portion of income tax payables.
Our operating lease commitments represent the commitments made under the lease agreements for our office premises in China. We lease our office
facilities under non-cancelable operating leases with various expiration dates. Our leasing expense was RMB26.3 million, RMB8.5 million and RMB5.9
million in 2021, 2022 and 2023, respectively.
As a limited partner of certain limited partnerships disclosed in note 11 to our consolidated financial statements included elsewhere in this annual report,
we are committed to make further capital injection into the limited partnership in accordance with the respective partnership deeds. Such capital commitment
obligations do not have a contractual maturity date. The capital commitment obligations amounted to RMB301.4 million, RMB300.0 million and RMB278.0
million (US$39.2 million) as of December 31, 2021, 2022 and 2023, respectively.
We intend to fund our existing and future material cash requirements primarily with anticipated cash flows from operations, our existing cash balance and
proceeds from equity and/or debt financing.
Our capital expenditures primarily consist of the purchase of servers, office furniture, office improvement and other equipment. Our capital expenditures
were RMB12.5 million in 2021, RMB194.5 thousand in 2022 and RMB295.7 thousand (US$41.7 million) in 2023. We will continue to make capital
expenditures to meet our business needs. In the near future, we expect that we will continue to reduce our operating expenditure by reducing headcount and
office space, if needed.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered
into any off-balance sheet derivative instruments. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides
financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31,
2023.
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Holding Company Structure
Fangdd Cayman is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, the VIE
and its subsidiaries in China. As a result, Fangdd Cayman’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC
subsidiaries or any newly formed ones incur debts on their own behalf in the future, the instruments governing their debts may restrict their ability to pay
dividends to us. In addition, our wholly owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as
determined in accordance with PRC accounting standards and regulations. Under PRC laws, each of our PRC subsidiaries, the VIE and its subsidiaries in
China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of
its registered capital. In addition, our wholly owned subsidiaries in China may allocate a portion of their after-tax profits based on PRC accounting standards
to enterprise expansion funds and staff bonus and welfare funds at their discretion, and the VIE may allocate a portion of its after-tax profits based on PRC
accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash
dividends. Remittance of dividends by a wholly owned subsidiary out of China is subject to examination by the banks designated by SAFE. Our PRC
subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory
reserve funds.
C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview—Technology Systems and Infrastructure” and “—Intellectual Property.”
D. Trend Information.
Other than as described elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are
reasonably likely to have a material effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause
our reported financial information not necessarily to be indicative of future operating results or financial condition.
E. Critical Accounting Estimates
The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities as of the balance sheet date, and the reported
revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates include,
but not limited to, allowance for accounts, loans, goodwill impairment, impairment loss for long-term equity investment, impairment loss for equity method
investments and share-based compensation. Actual results may differ materially from those estimates, and as such, differences may be material to the
consolidated financial statements.
Allowance for Doubtful Accounts
Accounts receivable mainly represent amounts due from the real estate developers for new property business and from individual customers for resale
property business upon the completion of services to them. Accounts receivable are recorded net of allowance for doubtful accounts. We consider many
factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial
condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. In addition, with respect to
the accounts receivable due from developers having higher credit risks, we also record a special allowance if there is strong evidence indicating that a certain
amount of account receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. Allowance of RMB614.2 million (US$86.5 million) was provided as of December 31, 2023,
which included RMB120.0 million (US$16.9 million) special allowance for the accounts receivable have strong evidence indicating that is likely to be
unrecoverable.
Allowance for Loan Losses
Loans receivable represent loan originated or purchased by us. We have the intent and the ability to hold such loans for the foreseeable future or until
maturity or payoff. Loans receivable are recorded at unpaid principal balances, net of allowance for loan losses that reflect our best estimate of the amounts
that will not be collected. The loans receivable portfolio consists of loans with term period ranging from 30 days to 5 years. The allowance for loan losses is
determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided
based on an assessment performed on a portfolio basis. All loans are assessed collectively depending on factors such as delinquency rate, size, and other risk
characteristics of the portfolio. We write off loans receivable and the related allowance when management determines that full repayment of such loan is not
probable. The primary factor in making such determination is the estimated recoverable amounts from the delinquent debtor. As of December 31, 2023, the
balance of allowance for loans losses was RMB4.8 million (US$0.7 million).
100
Impairment of Goodwill
Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities
assumed from the acquired entity as a result of our acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an
annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired.
On October 30, 2020, we completed the subscription for newly issued ordinary shares of Shanghai Yuancui Information Technology Co., Ltd (“Yuancui”)
for a cash consideration of RMB20 million and acquired equity interest from the shareholders of Yuancui for a cash consideration of RMB10 million. Upon
the completion of the transactions, we held 51% equity interest in Yuancui and it became a consolidated subsidiary of our company.
Yuancui mainly engages in the provision of comprehensive operational solution for real estate agencies including application software to manage their
businesses, brand authorization and operation training to real estate agencies. The excess of total consideration over net assets and identifiable intangible assets
acquired were recorded as goodwill which amounted to RMB31.2 million at the acquisition date. We estimated the fair value of acquired assets and liabilities
with the assistance of an independent valuation firm. Goodwill arising from this acquisition was attributable to the synergies expected from the combined
operations of Yuancui and us, the assembled workforce and its knowledge and experience in managing real estate agencies in China.
Considering the real estate market conditions and the operating performance of Yuancui, we ceased all businesses of Yuancui in 2021 and the goodwill
recognized from the acquisition was fully impaired as of December 31, 2021.
On March 31, 2022, our company completed the acquisition of 78% equity interest in Beijing Tuqiang Yunxia Technology Limited (“Tuqiang”), which
mainly engages in the provision of internet information services for real estate developers and agencies. Upon the completion of the transactions, our company
held 78% equity interest in Tuqiang, and it became a consolidated subsidiary of our company.
Tuqiang mainly engages in the provision of internet information services for real estate developers and agencies. The excess of total consideration over
net assets and identifiable intangible assets acquired were recorded as goodwill which amounted to RMB454.0 thousand at the acquisition date. The goodwill
arising from this acquisition was attributable to the synergies expected from the combined operations of Tuqiang and our company, the assembled workforce
and its knowledge and experience in the managing real estate agencies in China.
In considering property market conditions and the operating performance of Tuqiang, our company ceased all businesses of Tuqiang during 2023 and the
goodwill recognized from the acquisition was fully impaired as of December 31, 2023.
Impairment of Long-term Equity Investment
We invested in Chengdu Haofangtong Technology Corporation Limited (“Haofangtong”), as described in note 12 to the consolidated financial statements.
In accordance with the Capital Injection and Share Transfer Agreement entered between our group, Haofangtong and the existing shareholders of Haofangtong
dated July 7, 2018, our group agreed to acquire 26% equity interests of Haofangtong by (1) subscribing 4,029,543 newly issued shares (the “New Share
Issuing”), which represents 7% equity interests of Haofangtong, with a consideration of RMB56.0 million and (2) an option to purchase 10,937,339 shares,
representing 19% equity interests of Haofangtong after New Share Issuing, from the existing shareholders for RMB32.0 million if Haofangtong and the
existing shareholders of Haofangtong fulfill certain conditions under the agreement. Haofangtong’s principle activities are the development and sales of
enterprise resource planning (“ERP”) system for real estate agents.
101
On September 5, 2018, our group completed the transaction of subscripting 4,029,543 newly issued shares of Haofangtong. Management has determined
that the consideration paid of RMB56.0 million represents the cost of (i) 7% equity interests of Haofangtong and (ii) a purchase option in respect of an
additional 19% equity interests of Haofangtong from the existing shareholders for RMB32.0 million. The total consideration paid is allocated to the 7% equity
interest and the purchase option of an additional 19% equity interest, based on the valuation report prepared by an independent valuation firm.
Our group has determined that it does not have significant influence in Haofangtong and that there is no readily determinable fair value of Haofangtong’s
shares. The investments in the 7% equity interests and the purchase option on additional equity interests are measured at their respective allocated costs, less
impairment, with subsequent adjustments for observable price changes.
In December 2019, our group determined that the decline in the fair value of the equity investments in Haofangtong, including the purchase option of
additional 19% equity interests, was other than temporary and an impairment loss of RMB16.0 million was recorded in the Consolidated Statements of
Operations and Comprehensive (Loss) Income for the year ended December 31, 2019. The fair value is based on the valuation report prepared by an
independent valuation firm.
No impairment or adjustment for observable price changes on such investments was recognized for the year ended December 31, 2020.
In December 2021, our group determined a further decline in the value of the equity investments in Haofangtong was other than temporary and an
impairment loss of RMB26.0 million was recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended
December 31, 2021, with the estimated fair value determined by management based on the valuation report prepared by an independent valuation firm.
In December 2022, our group determined a further decline in the value of the equity investments in Haofangtong was other than temporary and an
impairment loss of RMB8.0 million was recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended
December 31, 2022, with the estimated fair value determined by management.
In December 2023, our group determined a further decline in the value of the equity investments in Haofangtong was other than temporary and an
impairment loss of RMB3.0 million was recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended
December 31, 2023, with the estimated fair value determined by management.
Impairment of Equity Method Investment
In connection with the Sales Commitment Arrangements as described in notes 1 and 2(v) to the consolidated financial statements, we invested in certain
limited partnerships (the “Limited Partnerships”). We were the limited partner and had invested less than 50% of interests in the Limited Partnerships as of
December 31, 2023. We have determined that given the design of these Limited Partnerships, they are considered to be unconsolidated VIEs and we are not
considered to be the primary beneficiary, as we do not have the power to direct the activities of Limited Partnerships that most significantly impact their
economic performance. We determined that we have significant influence over these Limited Partnerships and therefore have accounted for our investments
under the equity method.
Considering current real estate market conditions and the operating performance of the Limited Partnerships, we recognized other-than-temporary
impairment loss of RMB15.3 million (US$2.2 million) to the investment in certain Limited Partnerships in 2023.
Valuation and Recognition of Share-based Compensation Arrangements
Compensation expense is recognized for all grants of share options and restricted share units. Determining the appropriate valuation model and estimating
the fair values of share option grants requires the input of subjective assumptions, including risk-free interest rate, expected stock price volatility, dividend
yields, expected term, and forfeiture rates. The expected volatility assumption is based partially upon the historical volatility of our ordinary shares, which
may or may not be a true indicator of future volatility. The assumptions used in calculating the fair values of share option grants represent management’s best
estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and different assumptions are used,
share-based compensation expense could be significantly different from what we recorded in the current period.
102
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management.
The following table sets forth certain information relating to our directors and executive officers as of the date of this annual report.
Directors and Executive Officers
Xi Zeng
Jiaorong Pan
Yi Duan
Yang Li
Senlin Peng
Zhen Xie
Shuiying Chen
Age
42
44
47
49
52
48
39
Position/Title
Co-Founder, Chairman of the Board of Directors and Chief Executive Officer
Director and Chief Operating Officer
Co-Founder, Director
Independent Director
Independent Director
Independent Director
Financial Controller
Mr. Xi Zeng is our co-founder, chairman of our board of directors and chief executive officer. Before co-founding our company, Mr. Zeng was the
manager at Suzhou Best Team Real Estate Cooperation Service Co., Ltd. from 2002 to 2010. He received a bachelor’s degree from Suzhou University of
Science and Technology and an EMBA degree from China Europe International Business School.
Ms. Jiaorong Pan has served as our director since March 2020 and chief operating officer since August 2022. Ms. Pan joined us in October 2011 and
served as our senior vice president from October 2011 to March 2020 and our chief financial officer until August 2022. Prior to joining us, Ms. Pan was a
general manager at Suzhou Huamei Enterprise Marketing Planning Co., Ltd. Between September 2003 and October 2009, Ms. Pan served as a manager for the
consulting department of Best Team Real Estate Comprehension Services Co., Ltd. During her tenure, she chaired all market research and project development
efforts. Ms. Pan holds a bachelor’s degree in construction engineering from Suzhou University of Science and Technology and an EMBA degree from the
Cheung Kong Graduate School of Business.
Mr. Yi Duan is our co-founder and director. Before co-founding our company, Mr. Duan was the managing director at Suzhou Best Team Real Estate
Cooperation Service Co., Ltd. from 2000 to 2011. Mr. Duan received a bachelor’s degree in real estate management from Suzhou Urban Construction and
Environmental Protection Institute and an EMBA degree from China Europe International Business School. Mr. Duan also completed the China CEO program
at Cheung Kong Graduate School of Business in 2016.
Mr. Yang Li has served as our director since July 2022. Mr. Li has over 24 years of experience in a wide range of financial and accounting fields,
including external and internal auditing, financial planning and analysis and financial due diligence. Mr. Li is currently the managing partner of ThinkBridge
CPAs, a professional accounting firm providing assurance, business management and financial consulting services. Prior to joining ThinkBridge CPAs in
December 2012, Mr. Li was a partner at Shanghai NuoDe Certified Public Accounts Co., Ltd. from August 2004 to November 2012, where he advised clients
in China on finance, management and risk management issues. Prior to that, Mr. Li worked at multiple auditing and consulting firms, including Ernst &
Young, Arthur Andersen, PricewaterhouseCoopers and Shanghai De’An Certified Public Accountants, where he was responsible for auditing and financial
consulting. Mr. Li has served as an independent director of Shanghai Kaytune Industrial Co., Ltd. (SSE: 301001) since 2019. Mr. Li received a bachelor’s
degree from Shanghai International Studies University and a master’s degree at China Europe International Business School. Mr. Li is a member of the
Chinese Institute of Certified Public Accountants and the Association of International Accountants.
103
Mr. Senlin Peng has served as our director since August 2022. Mr. Senlin Peng has rich operational and financial experience. Since he joined ColorLife
Group in 2000, a renowned children furniture manufacturer in China, Mr. Peng has served multiple positions, including a member of the company’s board of
directors since 2011, the Chief Executive Officer of the company from 2005 to 2010 in charge of overall business operations, and a Vice President from 2000
to 2004 in charge of financial and operational divisions. In addition, Mr. Peng holds several directorships. Since 2018, Mr. Peng has served as the chairman of
the board of directors of Morgan-Casa Furniture Co., Ltd., a furniture designer and manufacturer in China, and since 2014, Mr. Peng has served as a director at
Shenzhen Forbest Photoelectric Technology Co., Ltd., a leading Chinese optical product manufacturer. Mr. Peng graduated from Jimei University (formerly
known as Jimei Finance College) in 1992 and received an MBA degree from China Europe International Business School in 2007.
Mr. Zhen Xie has served as our director since November 2022. Mr. Xie is the founder and currently the chief executive officer of Shanghai MaiQin
Information Technology Co., Ltd., or MaiTao, a family-tour platform focusing on children extracurricular activities and traveling experience. Prior to founding
MaiTao in 2014, Mr. Xie worked at eLong Inc., a leading Chinese mobile and online travel agency, as the chief operation officer from 2011 to 2014 and as a
vice president of business development from 2008 to 2011. Previously, Mr. Xie served as a sales director at FedEx Kinko’s from 2004 to 2007, a wealth
management manager at Citibank (China) Co., Ltd. from 2002 to 2004, and a regional manager at Procter & Gamble (China) Ltd., a Chinese subsidiary of The
Procter & Gamble Company from 1997 to 2000. Mr. Xie received a bachelor’s degree in economy from Nanjing University International Business School in
1997 and an MBA degree from China Europe International Business School in 2001.
Mr. Shuiying Chen is our financial controller. Joined us in 2019, Mr. Chen had previously held a variety of financial management positions with our
company, including our financial executive manager, financial deputy manager and financial director. In these roles, Mr. Chen was responsible for our
financial reporting, planning and budgeting, financial compliance and internal controls. Prior to joining us, Mr. Chen worked at Shenzhen Fantasia Cultural
Tourism Management Co., Ltd. as the financial manager from 2017 to 2019, at Country Garden Group (HKSE: 02007) as a listing reporting and financial
analysis manager from 2016 to 2017, and at China Southern Airlines (SSE: 600029; HKSE: 01055; NYSE: ZHN) as a financial analyst from 2009 to 2016.
Mr. Chen holds a bachelor’s degree in management from Jinan University in 2009.
B. Compensation.
Compensation of Directors and Executive Officers
For the year ended December 31, 2023, we paid an aggregate of approximately RMB3.4 million (US$479.0 thousand) in cash and benefits to our
executive officers. We do not pay our non-employee directors. For share incentive grants to our officers and directors, see “—2018 Plan.” We have not set
aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries are required
by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment
insurance and other statutory benefits and a housing provident fund.
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for
a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer,
such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure
to perform agreed duties. We may also terminate an executive officer’s employment without cause upon three-month advance written notice. In such case of
termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive
officer is based.
104
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not
to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential
information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of
any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all
inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all
right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade
secrets.
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment
and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach agents, developers, real
estate buyers or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business
with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of
our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or
indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year
preceding such termination, without our express consent.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify
our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a
director or officer of our company.
2018 Plan
In December 2018, our board of directors approved the 2018 Plan to attract and retain the best available personnel, provide additional incentives to
employees, directors and consultants and promote the success of our business. The maximum aggregate number of ordinary shares which may be issued
pursuant to all awards under the 2018 Plan, as amended, is 356,514,660 ordinary shares. As of March 31, 2024, awards to purchase 65,936,250 ordinary shares
were granted and outstanding under the 2018 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.
The following paragraphs describe the principal terms of the 2018 Plan.
Types of Awards. Our 2018 Plan permits awards of options, restricted shares and restricted share units.
Plan Administration. Our 2018 Plan will be administered by our board of directors or by a committee of one or more members designated by our board
of directors. Subject to the terms of the 2018 Plan and in the case of the committee, the specific duties delegated by our board of directors to the committee,
the plan administrator has the authority to determine the participants to receive awards, the type and number of awards to be granted to each participant, and
the terms and conditions of each award, among others.
Award Agreement. Awards granted under our 2018 Plan will be evidenced by an award agreement that sets forth terms, conditions and limitations for
each grant.
Term of the Awards. The term of each share award granted under the 2018 Plan may not exceed ten years after the date of grant.
Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.
Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of
option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is
ten years from the date of a grant.
Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than in accordance with the exceptions provided in the 2018
Plan, such as transfers by will or the laws of descent and distribution, or as otherwise provided in the relevant award agreements or determined by the plan
administrator.
Termination. Our 2018 Plan will terminate ten years after its adoption, provided that our board of directors has the authority to terminate, amend or
modify the plan. No termination, amendment, or modification of the 2018 Plan may affect, in any materially adverse manner to the participant, the applicable
awards previously granted pursuant to the 2018 Plan, unless agreed by the participant in writing.
105
The following table summarizes, as of the date of this annual report, the options granted and outstanding under the 2018 Plan, excluding awards that were
forfeited or cancelled after the relevant grant dates.
Name
Jiaorong Pan
Shuiying Chen
Other grantees
Class A Ordinary
Shares
underlying
Options
Awarded
*
*
62,548,375
Exercise
Price
(US$/share)
Date of Grant
0.0000001 December 21, 2018
0.0000001 November 15, 2021
December 21, 2018
0.0000001
through November 15,
2021
Date of Expiration
December 21, 2023
November 14, 2026
December 21, 2023
through November 15,
2026
*
Less than 1% of our total outstanding ordinary shares on an as-converted basis.
Clawback Policy
In 2023, our board of directors adopted an Incentive Compensation Recoupment Policy (the “Clawback Policy”), providing for the recovery of certain
incentive-based compensation from current and former executive officers of our company in the event our company is required to restate any of its financial
statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy
was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. A copy of our Clawback Policy is attached as Exhibit 97.1
to this annual report.
C. Board Practices.
Board of Directors
Our board of directors consists of six directors. A director is not required to hold any shares in our company by way of qualification. A director may vote
with respect to any contract or transaction or proposed contract or transaction in which he or she is interested, whether directly or indirectly, provided (a) such
director has declared the nature of his interest at a meeting of the board at which such contract or transaction or proposed contract or transaction shall come
before the meeting for consideration, either specifically or by way of a general notice given to the directors to the effect that he or she is a member of any
specified company or firm and is to be regarded as interested, and (b) if such contract or arrangement is a transaction with a related party, such transaction has
been approved by the audit committee. Our directors may exercise all the powers of the company to raise or borrow money, mortgage or charge its
undertaking, property and assets (present and future) and uncalled capital or any party thereof, and issue debentures, debenture stock, bonds and other
securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our non-executive
directors has a service contract with us that provides for benefits upon termination of service.
Committees of the Board of Directors
We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate
governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
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Audit Committee. Our audit committee consists of Yang Li, Senlin Peng and Zhen Xie. Yang Li is the chairman of our audit committee. We have
determined that Yang Li, Senlin Peng and Zhen Xie, each satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and
Rule 10A-3 under the Exchange Act. We have determined that Yang Li qualifies as an “audit committee financial expert.” The audit committee oversees our
accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other
things:
● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
● reviewing with the independent auditors any audit problems or difficulties and management’s responses;
● discussing the annual audited financial statements with management and the independent auditors;
● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control
major financial risk exposures;
● reviewing and approving all proposed related party transactions;
● meeting separately and periodically with management and the independent auditors;
● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure
proper compliance; and
● overseeing our cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
Compensation Committee. Our compensation committee consists of Yang Li, Xi Zeng and Zhen Xie. Yang Li is the chairman of our compensation
committee. We have determined that Yang Li and Zhen Xie, each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market
Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to
our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated.
The compensation committee is responsible for, among other things:
● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive
officers;
● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;
● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and
● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence
from management.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Zhen Xie, Xi Zeng and Yang Li.
Zhen Xie is the chairman of our nominating and corporate governance committee. We have determined that Zhen Xie and Yang Li, each satisfies the
“independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The nominating and corporate governance committee assists the board of
directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and
corporate governance committee is responsible for, among other things:
● selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,
experience and diversity;
● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance
with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to
be taken.
107
Duties of Directors
Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what
they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to
exercise skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was
previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected form a person
of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill
and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with
our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our
directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our
directors is breached.
Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our
board of directors include, among others:
● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;
● declaring dividends and distributions;
● appointing officers and determining the term of office of the officers;
● exercising the borrowing powers of our company and mortgaging the property of our company; and
● approving the transfer of shares in our company, including the registration of such shares in our share register.
Terms of Directors and Officers
Our directors may be appointed by a resolution of our board of directors, or by an ordinary resolution of our shareholders. Our directors are not subject to
a term of office and hold office until such time as they are removed from office by an ordinary resolution of the shareholders or if their office is otherwise
vacated. A director will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his
creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the company; (iv) without
special leave of absence from our board, is absent from three consecutive board meetings; or (v) is removed from office pursuant to any other provision of our
articles of association.
Our officers are elected by and serve at the discretion of the board of directors.
Board Diversity
Country of Principal Executive Offices
Foreign Private Issuer
Disclosure Prohibited Under Home Country Law
Total Number of Directors
Gender Identity
Directors
Demographic Background
Underrepresented Individual in Home Country
Jurisdiction
LGBTQ+
Did Not Disclose Demographic Background
Board Diversity Matrix
People’s Republic of China
Yes
No
As of December 31, 2022
7
As of December 31, 2023
6
Female Male
2
5
Non-
Binary
0
0
0
0
108
Did Not
Disclose
Gender Female Male
1
5
0
Non-
Binary
0
Did Not
Disclose
Gender
0
0
0
0
D. Employees.
As of December 31, 2023, we had 130 employees, including 43 software and product development personnel and 70 sales and marketing personnel in our
corporate offices in 15 cities and headquarters in two cities. As of December 31, 2021, 2022 and 2023, we had 604, 212 and 130 employees, respectively.
We believe we offer our employees competitive compensation packages and an environment that encourages initiative and meritocracy. We design and
implement in-house training programs tailored to each job function to enhance performance. We strongly emphasize training programs designed to improve
the sales and marketing skills of our sales staff. Specific training is also provided to new employees at orientation to familiarize them with our working
environment and operational procedures.
As required by laws and regulations in China, we participate in various employee social security schemes that are organized by municipal and provincial
governments, including housing, pension, medical insurance and unemployment insurance. We are required under Chinese law to make contributions to
employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the
local government from time to time.
We enter into standard confidentiality and employment agreements with our employees. The contracts with our key personnel typically include a standard
non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for a period between
nine months and two years after the termination of his or her employment, provided that we pay, during the restriction period, compensation that equals to
30% of such personnel’s average salary in the 12 months preceding the termination.
We believe that we maintain a good working relationship with our employees, and we have not experienced any material disputes with our employees in
our history.
E. Share Ownership.
The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our
ordinary shares as of March 31, 2024 by:
● each of our directors and executive officers; and
● each person known to us to own beneficially more than 5% of our ordinary shares.
109
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting power or investment power with respect to
securities. The number of ordinary shares beneficially owned includes ordinary shares such person has the right to acquire within 60 days after March 31,
2024. Such shares, however, are not deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other
shareholder. The total number of ordinary shares outstanding as of March 31, 2024 was 36,354,249,496, comprising of 35,856,759,709 Class A ordinary
shares (excluding 643,016,250 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of
awards granted under our share incentive plans and upon the exercise of warrants issued on July 19, 2023), 490,418,360 Class B ordinary shares and
7,071,427 Class C ordinary shares.
Class A
Ordinary
Shares
Beneficially
Owned
Ordinary Shares Beneficially Owned as of March 31, 2024
Class B
Ordinary
Shares
Beneficially
Owned
Class C
Ordinary
Shares
Beneficially
Owned
Total
Ordinary
Shares
Beneficially
Owned
% of
Total
Ordinary
Shares†
% of
Aggregate
Voting
Power††
Name
Directors and Executive Officers:**
Xi Zeng(1)
Jiaorong Pan(2)
Yi Duan(3)
Yang Li
Senlin Peng
Zhen Xie
Shuiying Chen
All Directors and Executive Officers as a
—
*
—
—
—
—
*
161,396,567
—
329,021,793
—
—
—
—
7,071,427
—
—
—
—
—
—
168,467,994
*
329,021,793
—
—
—
*
Group
32,137,274
490,418,360
7,071,427
529,627,061
Principal Shareholders:
ZX INTERNATIONAL LTD(1)
Entities affiliated with Sabby Volatility
Warrant Master Fund(4)
Notes:
—
161,396,567
7,071,427
168,467,994
3,377,401,875
—
— 3,377,401,875
0.5
*
0.9
—
—
—
*
1.5
0.5
9.3
64.9
*
3.0
—
—
—
*
67.9
64.9
3.0
*
Less than 1% of our total outstanding shares.
** Except as indicated otherwise below, the business address of our directors and executive officers is Room 4106, Building 12B1, Shenzhen Bay Ecological
Technology Park, Nanshan District, Shenzhen, 518063, People’s Republic of China. Yang Li’s business address is Unit 03-06, 9th Floor, Baohua Center,
No. 355 Guangzhong West Road, Jing’an District, Shanghai, People’s Republic of China. Senlin Peng’s business address is ColorLife Group, Pingdi
Street, Longgang District, Shenzhen, People’s Republic of China. Zhen Xie’s business address is F9, Multimedia Building, No. 757, Guangzhong West
Road, Jing’an District, Shanghai, People’s Republic of China.
†
For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficiary owned by
such person or group, including Class A ordinary shares that such person or group has the right to acquire within 60 days after March 31, 2024, by the
sum of the total number of issued and outstanding ordinary shares as of March 31, 2024 and the number of Class A ordinary shares underlying the options
held by such person or group that are exercisable within 60 days after March 31, 2024.
†† For each person or group included in this column, percentage of total voting power is calculated by dividing the voting power beneficially owned by such
person or group by the voting power of all of our outstanding Class A, Class B and Class C ordinary shares as a single class. Each holder of Class A
ordinary shares is entitled to one vote per Class A ordinary share. Each holder of Class B ordinary shares is entitled to ten votes per Class B ordinary
share. Each holder of Class C ordinary shares is entitled to 10,000 votes per Class C ordinary share. Our Class B ordinary shares and Class C ordinary
shares are convertible at any time by the holders thereof into Class A ordinary shares on a share-for-share basis. Class A ordinary shares are not
convertible into Class B ordinary shares or Class C ordinary shares at any time.
(1) Represents 161,396,567 Class B ordinary shares and 7,071,427 Class C ordinary shares held by ZX INTERNATIONAL LTD, a company incorporated in
the British Virgin Islands. The registered address of ZX INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola, VG 1110
British Virgin Islands. ZX INTERNATIONAL LTD is owned by Mr. Xi Zeng.
(2) Represents 29,249,399 Class A ordinary shares held by XUANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by
Jiaorong Pan. The registered address of XUANYU NETWORK INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola
VG1110, British Virgin. Islands. XUANYU NETWORK INTERNATIONAL LTD is owned by Ms. Jiaorong Pan.
110
(3) Represents 329,021,793 Class B ordinary shares held by CC NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands.
The registered address of CC NETWORK INTERNATIONAL LTD is Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG 1110,
British Virgin Islands. CC NETWORK INTERNATIONAL LTD is controlled by CC Network Holding Ltd, a company incorporated under the laws of
British Virgin Islands. CC Network Holding Ltd is controlled by CC Trust, a trust established under the laws of the British Virgin Islands and managed by
Cantrust (Far East) Limited as the trustee. Mr. Yi Duan is the settlor of CC Trust and Mr. Duan and his family members are the trust’s beneficiaries. Under
the terms of this trust, Mr. Duan as the investment advisor has the power to manage the investment of the assets of the trust and to advise on investment
matters, including but not limited to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by CC
NETWORK INTERNATIONAL LTD in our company.
(4) This information is based solely on a Schedule 13G filed with the SEC on January 3, 2024 by Sabby Volatility Warrant Master Fund, Ltd., Sabby
Management, LLC and Hal Mintz, reporting their beneficial ownership in our company as of December 31, 2023. The Schedule 13G reports that Sabby
Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Hal Mintz have shared voting and dispositive power with respect to 600,427 ADSs of
our company. Sabby Management, LLC and Hal Mintz do not directly own any shares of ADSs, but each indirectly owns 600,427 ADSs. Sabby
Management, LLC, a Delaware limited liability company, indirectly owns 600,427 ADSs because it serves as the investment manager of Sabby Volatility
Warrant Master Fund, Ltd. Mr. Mintz indirectly owns 600,427 ADSs in his capacity as the manager of Sabby Management, LLC. The address of Sabby
Volatility Warrant Master Fund, Ltd. is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The address of Sabby Management,
LLC and Hal Mintz is 115 Hidden Hills Dr. Spicewood, TX 78669.
To our knowledge, as of March 31, 2024, a total of 35,728,220,900 Class A ordinary shares (excluding 634,016,250 Class A ordinary shares issued to
depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans and upon the exercise
of warrants issued on July 19, 2023), representing approximately 98.3% of our total outstanding ordinary shares, were held by one recorded shareholder in the
United States, which is The Bank of New York Mellon, the depositary of our ADS program. The number of beneficial owners of our ADSs in the United
States is likely much larger than the one record holder of our ordinary shares in the United States.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
Not Applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders.
Please refer to “Item 6. Directors, Senior Management and Employees—E. Directors, Senior Management and Employees—Share Ownership.”
B. Related Party Transactions.
Contractual Arrangements with the VIE and Its Respective Shareholders
Please refer to “Item 4. Information on the Company—C. Organizational Structure.”
111
Shareholders Agreement and Registration Rights
Shareholders Agreement
We have entered into the amended and restated shareholders agreement on June 30, 2015 with our shareholders, which consist of holders of ordinary
shares and preferred shares. The shareholders agreement provides for certain preferential rights, including redemption right, right of first refusal, co-sale
rights, preemptive rights and provisions governing the board of directors and other corporate governance matters. In June 2019, holders of Series A-2 preferred
shares and Series B preferred shares confirmed to us in writing that they will not exercise their redemption right under the shareholders agreement at any time
prior to June 30, 2020. The foregoing preferential rights automatically terminated upon the completion of our initial public offering.
Registration Rights
Pursuant to the amended and restated shareholders agreement on June 30, 2015, we have granted certain registration rights to our shareholders. Set forth
below is a description of the registration rights to be granted.
Demand Registration Rights
● Registration other than on Form F-3 or Form S-3. Holder(s) holding 10% or more of outstanding registrable securities held by all holders may
request us in writing to effect a registration for their shares. Upon receipt of such a request, we shall promptly give written notice of the proposed
registration to all holders of registrable securities and use our best efforts to register the shares requested to be registered within fifteen days. We have
the right to defer filing of a registration statement for a period of not more than 90 days if our board of directors determines in the good faith
judgment that filing of a registration statement in the near future will be materially detrimental to us or our shareholders, but we cannot exercise the
deferral right for more than 90 days on any one occasion or more than once during any 12-month period and cannot register any other securities
during such period. We shall be obligated to effect no more than three registrations that have been declared and ordered effective. Further, if the
registrable securities are offered by means of an underwritten offering, and the managing underwriter advises us that marketing factors require a
limitation of the number of registrable securities to be underwritten in a registration, the underwriters may (i) in the event of our initial public
offering, exclude from the underwritten offering all of the registrable securities (so long as the only securities included in such offering are those sold
for the account of our company), or (ii) otherwise exclude up to 75% of the registrable securities requested to be registered but only after first
excluding all other equity securities from the registration and underwritten offering and so long as the number of registrable securities to be included
in the registration is allocated (a) first, among holders of ordinary shares issued or issuable upon conversion of series A-2 preferred shares, series B
preferred shares and series C preferred shares in proportion, as nearly as practicable, to the respective amounts of registrable securities requested by
such holders to be included, and (b) second, if there are any available registrable securities remaining to be allocated, among holders of other
registrable securities in proportion, as nearly as practicable, to the respective amounts of registrable securities requested by such holders to be
included.
● Registration on Form F-3 or Form S-3. Any holders of registrable securities may request us to file registration statements on Form F-3 or Form S-3 if
we qualify for registration on Form F-3 and Form S-3. We should promptly give a written notice to all other holders of registrable securities, and
make best efforts to effect the registration of the securities on Form F-3 or Form S-3 within 15 days after we delivered such written notice. We have
the right to defer filing of a registration statement for a period of not more than 90 days if our board of directors determines in the good faith
judgment that filing of a registration statement in the near future will be materially detrimental to us or our shareholders, but we cannot exercise the
deferral right for more than 90 days on any one occasion or more than once during any 12-month period and cannot register any other securities
during such period. We shall be obligated to effect no more than two registrations that have been declared and ordered effective within any 12-month
period.
112
Piggyback Registration Rights
If we propose to register for our own account any of our equity securities, or for the account of any holder, other than current shareholders, of such equity
securities, in connection with the public offering, we shall offer holders of our registrable securities an opportunity to be included in such registration. If a
holder decides not to include all or any of its registrable securities in such registration, such holder will continue to have the right to include any registrable
securities in any subsequent registration statement as may be filed by us, subject to certain limitations.
Expenses of Registration
We will pay all expenses, other than the underwriting discounts and selling commissions applicable to the sale of registrable securities pursuant to the
registration rights (which will be borne by the holders requesting registration on a pro rata basis in proportion to their respective numbers of registrable
securities sold in such registration), incurred in connection with registrations, filings or qualifications pursuant to the registration rights, including all
registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for us, reasonable fees and disbursement of one
counsel for all selling holders and all fees charged by our depositary agent of in connection with our conversion of the shares into depositary shares. However,
we are not obligated to pay any expenses of any registration proceeding if the registration request is subsequently withdrawn at the request of a majority-in-
interest of the holders requesting such registration (in which case all participating holders will bear such expenses pro rata based upon the number of
registrable securities that were to be thereby registered in the withdrawn registration).
Termination of Obligations
The registration rights set forth above will terminate on the earlier of (i) the date that is five years after the date of closing of a qualified initial public
offering and (ii) with respect to any holder, the date on which such holder has sold all of such holder’s registrable securities under Rule 144 of the Securities
Act.
Share Issuance to ZX INTERNATIONAL LTD and Mr. Xi Zeng
In November 2022, our board of directors approved the creation of Class C ordinary shares for the purpose of enhancing our ability to execute long-term
business strategies and enabling new equity financing while maintaining a stable corporate structure and senior management team. Holders of Class C
ordinary shares have certain special voting rights and conversion rights. In particular, each Class C ordinary share entitles the holder thereof to 10,000 votes on
all matters subject to a shareholder vote. Each Class C ordinary share is convertible into one Class A ordinary share at the option of the holder thereof. For a
summary of the rights of Class C ordinary shares, please refer to “Item 10. Additional Information—B. Memorandum and Articles of Association” in this
annual report on Form 20-F.
On November 30, 2022, we entered into a share subscription agreement with ZX INTERNATIONAL LTD, a company controlled by Mr. Xi Zeng, our
chairman of the board of directors and chief executive officer. Pursuant to this agreement, we issued 75,000 newly created Class C ordinary shares of par value
US$0.0000001 each to ZX INTERNATIONAL LTD at a per share price of US$1.193, equal to the average closing price of the ADSs for the 30 trading days
up to and including November 28, 2022, adjusted by the ADS-to-share ratio.
On January 13, 2023, concurrently with our entry into a note purchase agreement for a convertible note, we entered into another share subscription
agreement, under which we agreed to sell and issue up to 7,875,000 newly created Class C ordinary shares of par value US$0.0000001 each to ZX
INTERNATIONAL LTD in connection with the conversion of the convertible note. On March 9, 2023, we issued 5,625,000 newly issued Class C ordinary
shares to ZX INTERNATIONAL LTD at a per share price of US$0.00271.
On July 21, 2023, we entered into another share subscription agreement with ZX INTERNATIONAL LTD, and pursuant to the agreement, we issued
1,371,427 newly created Class C ordinary shares of par value US$0.0000001 each to ZX INTERNATIONAL LTD, at a per share price of US$0.0022.
The abovementioned share issuances received prior approval by our audit committee and board of directors.
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Employment Agreements and Indemnification Agreements
Please refer to “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.”
Share Incentives
Please refer to “Item 6. Directors, Senior Management and Employees—B. Compensation—2018 Plan.”
Transactions with Gefei Chengyun, Jiushen, Jiufeng, Jiusheng, Jiuchuan, Decheng, Longshu Tianye, Longshu Qianli, Yunde, Jiuyi, Detong, Derong,
Jiuzhen, Deyan, Jiushi, Qixing, Shiguan, Ruokun, Jiaxinda, Deyu, Honggeng, Muju, Fangjin, Chenji Zhaozhao and Tinghaozhu Space
We are a limited partner of Shanghai Gefei Chengyun Investment Limited Partnership (“Gefei Chengyun”), Ningbo Meishan Bonded Port Area Jiushen
Investment Partnership (“Jiushen”), Ningbo Meishan Bonded Port Area JiuFeng Investment Partnership (“Jiufeng”), Ningbo Meishan Bonded Port Area
JiuSheng Investment Partnership (“Jiusheng”), Ningbo Meishan Jiuchuan Investment Limited Partnership (“Jiuchuan”), Ningbo Meishan Decheng Investment
Limited Partnership (“Decheng”), Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshu Tianye”), Yiwu Longshu Qianli Equity
Investment Limited Partnership (“Longshu Qianli), Ningbo Meishan Yunde Investment Limited Partnership (“Yunde”), Ningbo Meishan Jiuyi Investment
Limited Partnership (“Jiuyi”), Ningbo Meishan Detong Investment Limited Partnership (“Detong”) and Ningbo Meishan Derong Investment Limited
Partnership (“Derong”), Ningbo Meishan Jiuzhen Investment Limited Partnership (“Jiuzhen”), Ningbo Meishan Deyan Investment Limited Partnership
(“Deyan”), Ningbo Meishan Jiushi Investment Limited Partnership (“Jiushi”), Ningbo Meishan Qixing Management Limited Partnership (“Qixing”), Tibet
Shiguan Business Management Limited Partnership (“Shiguan”), Shanghai Ruokun Management Limited Partnership (“Ruokun”), Shenzhen Jiaxinda No.3
Investment Limited Partnership (“Jiaxinda”), Ningbo Meishan Deyu Investment Limited Partnership (“Deyu”), Hangzhou Honggeng Investment Limited
Partnership (“Honggeng”), Ningbo Meishan Muju Investment Limited Partnership (“Muju”) and Shanghai Fangjin Management Limited Partnership
(“Fangjin”), all of which are also our funding partners in connection with some of our exclusive selling cooperation agreements with real estate developers.
We have entered into separate collaborative agreements with these funding partners under the sales arrangements, and we share a portion of the base
commission income and sales incentive income with them, based on the agreed profit sharing terms as set out in the collaborative agreements. In 2022, we
made equity investments in Shenzhen Chenji Zhaozhao Technology Co., Ltd (“Chenji Zhaozhao”) and Shanghai Tinghaozhu Space Design Co., Ltd
(“Tinghaozhu Space”). In 2023, we made no additional equity investments in these entities.
The following table sets forth the base commission income and sales incentive income shared to each funding partner under the exclusive sales
arrangements (whether with or without sales commitment) for the years presented:
Jiufeng
Jiuzhen
Deyan
Jiushi
Muju
Chongkai
Total
For the Year Ended December 31,
2021
RMB
2022
RMB
2023
RMB
US$
95
179
251
4
—
100
629
(in thousands)
31
4,022
—
—
875
69
4,997
—
—
—
—
286
—
286
—
—
—
—
40
—
40
Other income shared with Chenji Zhaozhao and Tinghaozhu Space were RMB183.7 thousand and RMB1.3 million, respectively, in 2022, and RMB100.2
thousand (US$14.1 thousand) and nil, respectively, in 2023.
114
The following table sets forth the amounts payable for income shared to our funding partners as of the dates presented:
Gefei Chengyun
Jiushen
Jiufeng
Jiuchuan
Longshu Tianye
Yunde
Detong
Qixing
Jiushi
Derong
Total
2021
RMB
As of December 31,
2022
RMB
RMB
2023
US$
10,759
29
706
6,828
10,140
9,383
3,274
964
65
9,733
51,881
(in thousands)
10,759
29
736
9,403
10,140
9,383
3,274
964
65
9,733
54,486
10,759
29
737
9,403
10,140
9,383
3,274
—
65
9,733
53,523
1,515
4
104
1,324
1,428
1,322
461
—
9
1,371
7,539
As of December 31, 2023, other amounts payable to Jiushen, Chongkai and Jiufeng were RMB789.8 thousand (US$111.2 thousand), RMB3.7 million
(US$519.6 thousand) and RMB149.3 thousand (US$21.0 thousand), respectively.
In 2021, 2022 and 2023, Jiushi and a company owned by the spouse of Mr. Xi Zeng, our co-founder, director and chief executive officer, pledged their
real estate properties as a collateral for bank borrowings of us. As of December 31, 2023, such bank borrowings were fully repaid.
Transactions with Shanghai Lianlian
Certain of our directors and officers are principal shareholders of Shanghai Lianlian Digital Technology Co., Ltd. (“Shanghai Lianlian”, previously known
as Shenzhen Jinyiyun Supply Chain Technology Co., Ltd.), a company engaged in blockchain-based parking space sales. In 2019, we started to cooperate with
Shanghai Lianlian where we leverage the real estate agents on our platform to provide parking space transaction services for Shanghai Lianlian. Our service
fees are chargeable to the relevant real estate agents. In 2021, 2022 and 2023, we recognized no revenue in service fees from transactions with Shanghai
Lianlian, respectively.
C. Interests of Experts and Counsel.
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information.
Please refer to Item 18 “Financial Statements” for our audited consolidated financial statements filed as part of this annual report.
Legal Proceedings
We have been, and may from time to time in the future, be subject to various legal and administrative proceedings arising in the ordinary course of our
business. As we routinely enter into business contracts with real estate developers, agencies and agents, housing customers, and other marketplace participants,
we have been and may continue to be involved in legal proceedings arising from contract disputes. In response to the heightened credit risks of real estate
developers amid the downturn status of China’s real estate market in recent years, we have initiated an increased number of lawsuits against real estate
developers to protect our accounts receivable. In the meantime, as commissions are payable to real estate agencies by us after we have collected payments
from real estate developers, we have also seen an increased number of lawsuits initiated by real estate agencies against us. We believe these lawsuits are
immaterial to our company on an individual basis or a collective basis. Regardless of the outcome, litigations or other legal or administrative proceedings may
result in substantial costs and diversion of management resources and attention. See “Item 3. Key Information—D. Risk Factors—Risk Related to Our
Business and Industry—We have been and may continue to be subject to legal and administrative proceedings from time to time. If the outcomes of these
proceedings are adverse to us, it could have a material adverse effect on our business, results of operations and financial condition.”
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Dividend Policy
Our board of directors has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our
shareholders may by an ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case,
all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium,
and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the
ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all,
of our available funds and any future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We rely on dividends from our subsidiaries in China for our cash requirements, including
any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 4.
Information on the Company—B. Business Overview—Regulation—Regulations Related to Dividend Distribution.”
If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the
ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to the ADS holders in
proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and
expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
B. Significant Changes.
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial
statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details.
See “—C. Markets.”
B. Plan of Distribution.
Not applicable.
C. Markets.
Our ADSs, each represents 5,625 Class A ordinary shares, have been listed on the Nasdaq Global Market since November 1, 2019, under the symbol
“DUO.”
D. Selling Shareholders.
Not applicable.
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E. Dilution.
Not applicable.
F. Expenses of the Issue.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital.
Not applicable.
B. Memorandum and Articles of Association.
The following are summaries of material provisions of our currently effective fifth amended and restated memorandum and articles of association, or our
memorandum and articles of association, as well as the Companies Act (As Revised) insofar as they relate to the material terms of our ordinary shares.
Exempted Company
We are an exempted company incorporated with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident
companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may
apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary resident company
except for the exemptions and privileges listed below:
● an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
● an exempted company is not required to open its register of members for inspection;
● an exempted company does not have to hold an annual general meeting;
● an exempted company may issue no par value shares;
● an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 30 years in
the first instance);
● an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
● an exempted company may register as an exempted limited duration company; and
● an exempted company may register as a segregated portfolio company.
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Ordinary Shares
General
Our ordinary shares are issued in registered form and are issued when registered in our Register of Members. We may not issue shares to bearer. Our
shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our ordinary shares are divided into Class A
ordinary shares, Class B ordinary shares and Class C ordinary shares. Holders of our Class A ordinary shares, Class B ordinary shares and Class C ordinary
shares shall have the same rights except for voting and conversion rights. Each Class A Ordinary Share shall, on a poll, entitle the holder thereof to one vote
on all matters subject to vote at our general meetings, each Class B ordinary share shall, on a poll, entitle the holder thereof to ten votes on all matters subject
to vote at our general meetings, and each Class C ordinary share shall entitle the holder thereof to 10,000 votes on matters subject to vote at general meetings
of our Company.
Conversion
Each Class B ordinary share or Class C ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class
A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares in any event.
Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person other than our founders or an affiliate
controlled by one or more of our founders, or upon a change of ultimate beneficial ownership of any Class B ordinary shares to any person who is not one of
our founders or an affiliate controlled by one or more of our founders, each such Class B ordinary share shall be automatically and immediately converted into
one of Class A ordinary share.
Upon (i) any sale, transfer, assignment or disposition of Class C ordinary shares by a holder thereof or the direct or indirect transfer or assignment of the
voting power attached to such number of Class C ordinary shares through a voting proxy or otherwise to any person that is not an affiliate of such holder, (ii)
the direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or
assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or
disposition of all or substantially all of the assets of, a holder of Class C ordinary shares that is an entity to any person other than an affiliate of such holder,
(iii) Mr. Xi Zeng, our chairman of board of director and chief executive officer, ceasing to be the ultimate beneficial owner of at least 80,698,283 Class A
ordinary shares (on an as-if-converted basis) at any time, or (iv) Mr. Xi Zeng being permanently unable to attend board meetings and manage the business
affairs of our company as a result of incapacity solely due to his then physical and/or mental condition, Class C ordinary shares held by a holder thereof will
be automatically and immediately converted into the same number of Class A ordinary shares.
Dividends
The holders of our ordinary shares are entitled to receive such dividends as may be declared by our board of directors subject to our memorandum and
articles of association and the Companies Act. In addition, our shareholders may by an ordinary resolution declare a dividend, but no dividend may exceed the
amount recommended by our directors. Under Cayman Islands law, dividends may be paid either out of profits or out of share premium, provided that in no
circumstances may a dividend be paid of this would result in our company being unable to pay its debts as they become due in the ordinary course of business.
Register of Members
Under Cayman Islands law, we must keep a register of members and there must be entered therein:
● the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) the
amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and
(iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so,
whether such voting rights are conditional;
● the date on which the name of any person was entered on the register as a member; and
● the date on which any person ceased to be a member.
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Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members
will raise a presumption of fact on the matters referred to above unless rebutted). The shareholders recorded in the register of members will be deemed to have
legal title to the shares set against their names.
If the name of any person is, without sufficient cause, entered in or omitted from the register of members, or if default is made or unnecessary delay takes
place in entering on the register the fact of any person having ceased to be a member, the person or member aggrieved or any member or the company itself
may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied
of the justice of the case, make an order for the rectification of the register.
Voting Rights
Holders of our ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. Holders of our Class A
ordinary shares, Class B ordinary shares and Class C ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by our
shareholders at any general meeting of our company. Each Class A ordinary share shall be entitled to one vote, each Class B ordinary share shall be entitled to
ten votes, and each Class C ordinary share shall be entitled to 10,000 votes, on all matters subject to a vote at general meetings of our company. At any general
meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show
of hands) demanded by the chairman of the meeting or any shareholder holding not less than ten percent (10%) of the votes attaching to the shares present in
person or by proxy. An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the
ordinary shares cast in a general meeting, which can be an annual general meeting or a special meeting of shareholders. A special resolution requires the
affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. Both ordinary resolutions and special
resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our
memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our
memorandum and articles of association. Our shareholders may, among other things, divide or combine their shares by ordinary resolutions.
General Meetings and Shareholder Proposals
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our memorandum and
articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we will
specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by our directors.
We, however, will hold an annual shareholders’ meeting during each fiscal year, as required by rules of Nasdaq.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to
put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of
association allow any one or more of our shareholders who together hold shares that carry not less than one-third of the total number of votes attaching to all
of our issued and outstanding shares entitled to vote at general meetings to require an extraordinary general meeting of the shareholders, in which case the
directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our memorandum and articles of
association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by
such shareholders.
A quorum required for a meeting of shareholders consists of one or more shareholders holding not less than one-third of all votes attaching to all our
shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Advance
notice of at least ten calendar days is required for the convening of any shareholders meetings.
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Transfer of Ordinary Shares
Subject to the restrictions in our memorandum and articles of association as set out below, any of our shareholders may transfer all or any of his or her
ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid-up or on which we have
a lien. Our directors may also decline to register any transfer of any ordinary share unless:
● the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our
board of directors may reasonably require to show the right of the transferor to make the transfer;
● the instrument of transfer is in respect of only one class of shares;
● the instrument of transfer is properly stamped, if required;
● in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or
● a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as the directors may from time to time require, is paid to the
company thereof.
If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to
each of the transferor and the transferee notice of such refusal.
The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by
any other means in accordance with the rules of Nasdaq, be suspended and the register closed at such times and for such periods as our board of directors may
from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days
in any calendar year as our board of directors may determine.
Liquidation
On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the
share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares
held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable
to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be
distributed so that, as nearly as possible, the losses are borne by our shareholders in proportion to the par value of the shares held by them at the
commencement of the winding up.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such
shareholders at least 14 calendar days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid on
the specified time are subject to forfeiture.
120
Redemption, Repurchase and Surrender of Ordinary Shares
We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such
manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company may also
repurchase any of our shares (including any redeemable shares) provided that the manner and terms of such purchase have been approved by our board of
directors or by an ordinary resolution of our shareholders, or are otherwise authorized by our memorandum and articles of association. Under the Companies
Act, the redemption or repurchase of any share may be paid out of a company’s profits or share premium account, or out of the proceeds of a fresh issue of
shares made for the purpose of such redemption or repurchase, or, if so authorized by its articles of association, out of capital if the company can, immediately
following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be
redeemed or repurchased (a) unless it is fully paid-up, (b) if such redemption or repurchase would result in there being no shares issued and outstanding, or (c)
if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares
If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares, subject to any rights or restrictions for
time being attached to any class, only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class or
with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class. In addition, we may only amend, alter, modify or
change the rights, restrictions, preferences or privileges of Class C ordinary shares with the written consent of the holders holding a majority of the issued and
outstanding Class C ordinary shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class
C ordinary shares. The rights conferred upon the holders of the shares of any class issued shall not, subject to any rights or restrictions for the time being
attached to the shares of that class, be deemed to be materially adversely varied by the creation, allotment or issue of further shares ranking pari passu with or
subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the holders of any shares shall not be deemed to be
materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced
or weighted voting rights.
Inspection of Books and Records
Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate
records (except for our memorandum and articles of association, register of mortgages and charges and special resolutions of our shareholders).
Changes in Capital
Our shareholders may from time to time by ordinary resolutions:
● increase the share capital by new shares of such amount as it thinks expedient;
● consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
● sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our memorandum of association; provided that in the
subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the
share from which the reduced share is derived; or
● cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount
of our share capital by the amount of the shares so cancelled.
Subject to the Companies Act, our shareholders may by special resolutions reduce our share capital and any capital redemption reserve in any manner
authorized by law.
121
Differences in Corporate Law
The Companies Act is modeled after that of the English companies legislation but does not follow recent English law statutory enactments, and
accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs
from laws applicable to Delaware corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of
the Companies Act applicable to us and the laws applicable to Delaware corporations and their shareholders.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman
Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertakings, property
and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into
a consolidated company and the vesting of the undertakings, property and liabilities of such companies to the consolidated company. In order to effect such a
merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by
(a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent
company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to
the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each constituent company and an undertaking that a copy
of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or
consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not
agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court
approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of
that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees
otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at
a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in
the Cayman Islands.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by
(a) 75% in value of shareholders or class of shareholders, as the case may be, or (b) a majority in number of representing 75% in value of creditors or each
class of creditors, as the case may be, with whom the arrangement is to be made, that are, in each case, present and voting either in person or by proxy at a
meeting or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of
the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be
expected to approve the arrangement if it determines that:
● the statutory provisions as to the due majority vote have been met;
● the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the
minority to promote interests adverse to those of the class;
● the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
● the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
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The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholder
upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected (within four months), the offeror may, within a two-
month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the
offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed in the case of an offer which has been so approved
unless there is evidence of fraud, bad faith or collusion.
If the arrangement and reconstruction by way of a scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted in
accordance with the foregoing statutory procedures, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise
ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of
the shares.
Shareholders’ Suits
In principle, we will normally be the proper plaintiff to sue for a wrong done to us and as a general rule a derivative action may not be brought by a
minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman
Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a
minority shareholder may be permitted to commence a class action against or derivative actions in our name to challenge an act which:
● is ultra vires or illegal and is therefore incapable of ratification by the shareholders;
● requires a resolution with a qualified (or special) majority (i.e. more than a simple majority) which has not been obtained; and
● constitutes a “fraud on the majority,” where the wrongdoer are themselves in control of the company.
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide that that we shall
indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such
directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs
(including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice
to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise)
any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the
same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional
indemnification beyond that provided in our memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the
foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
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Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two
components, the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person
would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information
reasonably available regarding a significant transaction. The duty of loyalty requires that a director must act in a manner he or she reasonably believes to be in
the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a
director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or
controlling shareholder not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in
good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of
a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural
fairness of the transaction and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it
is considered that he or she owes the following duties to the company including a duty to act bona fide in the best interests of the company, a duty not to make
a personal profit out of his or her position as director (unless the company permits him or her to do so), a duty not to put himself or herself in a position where
the interests of the company conflict with his or her personal interests or his or her duty to a third party and a duty to exercise powers for the purpose for which
such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that
a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her
knowledge and experience. However, there are indications that the English and commonwealth courts are moving towards an objective standard with regard to
the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Under our memorandum and articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or transaction or
proposed contract or transaction with our company must declare the nature of their interest at a meeting of the board of directors. Following such declaration, a
director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein and if he
or she does so his or her vote shall be counted and he or she may be counted in the quorum at any meeting of the board of directors at which such contract or
transaction or proposed contract or transaction shall come before the meeting for consideration.
Shareholder Action by Written Resolution
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its
certificate of incorporation. The Companies Act and our memorandum and articles of association provide that our shareholders may approve corporate matters
by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting
without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it
complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to
do so in the governing documents, but shareholders may be precluded from calling special meetings.
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The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to
put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of
association allow any one or more of our shareholders who together hold shares which carry in aggregate not less than one-third of the total number of votes
attaching to all issued and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our
shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such
meeting. Other than this right to requisition a shareholders’ meeting, our memorandum and articles of association do not provide our shareholders with any
other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are not obliged
by law to call shareholders’ annual general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of
incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it
permits the minority shareholder to cast all the votes to which the shareholder is entitled for a single director, which increases the shareholder’s voting power
with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our memorandum
and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than
shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a
majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of
association, directors may be removed with or without cause, by an ordinary resolution of our shareholders. In addition, a director’s office shall be vacated if
the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) is found to be or becomes of unsound mind or dies;
(iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive
meetings of the board and the board resolves that his office be vacated or; (v) is removed from office pursuant to any other provisions of our memorandum and
articles of association.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the
corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in
certain business combinations with an “interested shareholder” for three years following the date on which such person becomes an interested shareholder. An
interested shareholder generally is one which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the
effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute
does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the
business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware
public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business
combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does
provide that such transactions entered into must be bona fide in the best interests of the company, for a proper corporate purpose and not with the effect of
perpetrating a fraud on the minority shareholders.
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Restructuring
A company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the
company:
(a)
is or is likely to become unable to pay its debts; and
(b) intends to present a compromise or arrangement to its creditors (or classes thereof) either pursuant to the Companies Act, the law of a foreign country
or by way of a consensual restructuring.
The Grand Court may, among other things, make an order appointing a restructuring officer upon hearing of such petition, with such powers and to carry
out such functions as the court may order. At any time (i) after the presentation of a petition for the appointment of a restructuring officer but before an order
for the appointment of a restructuring officer has been made, and (ii) when an order for the appointment of a restructuring officer is made, until such order has
been discharged, no suit, action or other proceedings (other than criminal proceedings) shall be proceeded with or commenced against the company, no
resolution to wind up the company shall be passed, and no winding up petition may be presented against the company, except with the leave of the court.
However, notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer, a creditor
who has security over the whole or part of the assets of the company is entitled to enforce the security without the leave of the court and without reference to
the restructuring officer appointed.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by
shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a
simple majority of the corporation’s outstanding shares. The Delaware General Corporation Law allows a Delaware corporation to include in its certificate of
incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors. Under Cayman Islands law, a company
may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts
as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where
it is, in the opinion of the court, just and equitable to do so.
Variation of Rights of Shares
If at any time, our share capital is divided into different classes of shares, under the Delaware General Corporation Law, a corporation may vary the rights
of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our
memorandum and articles of association and as permitted by the Companies Act, if our share capital is divided into more than one class of shares, we may
materially adversely vary the rights attached to any class with the consent in writing of two-thirds of the holders of the issued shares of that class or series or
with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding
shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Act, our memorandum and articles of association may
only be amended by a special resolution of our shareholders.
Inspection of Books and Records
Holders of our ordinary shares will have no general rights under Cayman Islands law to inspect or obtain copies of our list of shareholders or our
corporate records (except for our memorandum and articles of association, our register of mortgages and charges and special resolutions of our shareholders).
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Anti-takeover Provisions
Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management
that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preferred shares in one or more series and to
designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of
association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by foreign law or by our memorandum and articles of association on the rights of non-resident or foreign shareholders to
hold or exercise voting rights on our ordinary shares. In addition, there are no provisions in our memorandum and articles of association that require our
company to disclose shareholder ownership above any particular ownership threshold.
Staggered Board of Directors
The Companies Act and our memorandum and articles of association do not contain provisions that require staggered board arrangements for a Cayman
Islands company.
C. Material Contracts.
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the
Company,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this annual report on Form 20-F.
D. Exchange Controls.
See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Foreign Exchange.”
E. Taxation.
The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in the ADSs or Class A
ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This
summary does not deal with all possible tax consequences relating to an investment in the ADSs or Class A ordinary shares, such as the tax consequences
under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the PRC and the United States.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in
the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for
stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman
Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or
currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our ordinary shares or ADSs will not be subject to taxation in the Cayman Islands and no withholding will
be required on the payment of a dividend or capital to any holder of our ordinary shares or ADSs, nor will gains derived from the disposal of our ordinary
shares or ADSs be subject to Cayman Islands income or corporation tax.
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People’s Republic of China Taxation
Although we are incorporated in the Cayman Islands, we may be treated as a PRC resident enterprise for PRC tax purposes under the Enterprise Income
Tax Law. The Enterprise Income Tax Law provides that an enterprise established under the laws of a foreign country or region but whose “de facto
management body” is located in the PRC is treated as a PRC resident enterprise for PRC tax purposes. The implementing rules of the Enterprise Income Tax
Law merely define the term “de facto management body” as the “body that exercises full and substantial control over and overall management of the business,
productions, personnel, accounts and properties of an enterprise.” Based on a review of the facts and circumstances, we do not believe that Fangdd Cayman or
Fangdd Network Holding Ltd. should be considered a PRC resident enterprise for PRC tax purposes. However, there is limited guidance and implementation
history of the Enterprise Income Tax Law. If Fangdd Cayman were to be considered a PRC resident enterprise, any gain realized on the sale or other
disposition of the ADSs or ordinary shares by investors that are non-PRC enterprises and any interest or dividends payable by us to such investors is subject to
PRC income tax at a rate of 10%. In case of investors that are non-PRC individuals, the applicable PRC income tax rate is 20%. See “Item 3. Key Information
—D. Risk Factors—Risks Related to Doing Business in China—If we are classified as a “resident enterprise” of China under the PRC Enterprise Income Tax
Law, we and our non-PRC shareholders could be subject to unfavorable tax consequences, and our business, financial condition and results of operations could
be materially and adversely affected.”
U.S. Federal Income Taxation
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of the ADSs or
ordinary shares by a U.S. Holder (as defined below) that holds the ADSs or ordinary shares as “capital assets” (generally, property held for investment) under
the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing
interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any U.S.
federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion,
moreover, does not address the U.S. federal estate, gift, Medicare, and alternative minimum tax considerations, special tax accounting rules under Section
451(b) of the Code, or any state, local or non-U.S. tax considerations relating to the ownership or disposition of the ADSs or ordinary shares. The following
summary also does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual
circumstances or to persons in special tax situations such as:
● banks and other financial institutions;
● insurance companies;
● pension plans;
● cooperatives;
● regulated investment companies;
● real estate investment trusts;
● broker-dealers;
● dealers or traders that elect to use a mark-to-market method of tax accounting;
● certain former U.S. citizens or long-term residents;
● tax-exempt entities (including private foundations);
● governmental organizations;
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● investors who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation;
● investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for
U.S. federal income tax purposes;
● investors that have a functional currency other than the U.S. dollar;
● investors that actually or constructively own 10% or more of our stock (by vote or value);or
● partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ADSs or ordinary shares through such
entities,
● all of whom may be subject to tax rules that differ significantly from those discussed below.
EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE APPLICATION OF U.S. FEDERAL TAXATION TO ITS
PARTICULAR CIRCUMSTANCES, AND THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSIDERATIONS OF THE OWNERSHIP AND
DISPOSITION OF THE ADSS OR ORDINARY SHARES.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of the ADSs or ordinary shares that is, for U.S. federal income tax purposes:
● an individual who is a citizen or resident of the United States;
● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of, the United
States or any state thereof or the District of Columbia;
● an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
● a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the
authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the ADSs or
ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
Partnerships holding the ADSs or ordinary shares and their partners are urged to consult their tax advisors regarding an investment in the ADSs or ordinary
shares.
For U.S. federal income tax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of the underlying shares
represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of the ADSs will be treated in this manner. Accordingly, deposits or
withdrawals of ordinary shares for ADSs will generally not be subject to U.S. federal income tax.
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Dividends
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, distributions paid on the ADSs or ordinary shares out of our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S.
Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the case of
ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will
generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on the ADSs or ordinary shares will not be eligible for the
dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations. The amount of any dividend income paid in
foreign currency will be the U.S. dollar amount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment is in
fact converted into U.S. dollars on such date. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be
required to recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder may have foreign currency gain or loss if the dividend is
converted into U.S. dollars after the date of receipt. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders may be taxable at
reduced rates. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of these reduced tax rates in their particular
circumstances.
Dividends will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive
category income. In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, a U.S. Holder may be subject to
PRC withholding taxes on dividends paid on the ADSs or ordinary shares. See “Item 10. Additional Information—Taxation—People’s Republic of China
Taxation.” For U.S. federal income tax purposes, the amount of the dividend income will include amounts withheld in respect of PRC withholding tax if any.
Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a
foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding taxes imposed on dividends received on the ADSs or
ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income
tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules
governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly,
U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, a U.S. Holder will generally recognize gain or loss upon the sale
or other disposition of the ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s
adjusted tax basis in such ADSs or ordinary shares. The gain or loss will generally be capital gain or loss. Any capital gain or loss will be long term if the
ADSs or ordinary shares have been held for more than one year. The deductibility of a capital loss is subject to limitations.
Any such gain or loss that the U.S. Holder recognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes,
which will generally limit the availability of foreign tax credits. However, in the event we are deemed to be a PRC resident enterprise under the PRC
Enterprise Income Tax Law, we may be eligible for the benefits of the United States-PRC income tax treaty. In such event, if PRC tax were to be imposed on
any gain from the disposition of the ADSs or ordinary shares, a U.S. Holder that is eligible for the benefits of the United States-PRC income tax treaty may
elect to treat such gain as PRC source income. If a U.S. Holder is not eligible for the benefits of the United States-PRC income tax treaty or fails to make the
election to treat any gain as foreign source, then such U.S. Holder may not be able to use the foreign tax credit arising from any PRC tax imposed on the
disposition of the ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against U.S. federal income tax due on other
income derived from foreign sources in the same income category (generally, the passive category). Each U.S. Holder is advised to consult its tax advisor
regarding the tax consequences if a foreign tax is imposed on a disposition of the ADSs or ordinary shares, including the availability of the foreign tax credit
under its particular circumstances.
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Passive Foreign Investment Company Rules
A non-United States corporation, such as our company, will be classified as a PFIC if, in the case of any particular taxable year, either (i) 75% or more of
its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a
weighted quarterly average) during such year is attributable to assets that produce or are held for the production of passive income (including cash). Passive
income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. For purposes of these
rules, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we
own, directly or indirectly, at least 25% (by value) of the stock.
Based upon the nature of our business, the composition of our income and assets and the value of our assets, including goodwill (which is based on the
market price of our ADSs), we believe we were not a PFIC for 2023. However, our PFIC status for any taxable year is a factual determination that can be
made only after the end of such year, and will depend on the composition of our income and assets and the value of our assets for such year. Moreover,
because we hold, and may continue to hold, a significant amount of cash, our PFIC status for any taxable year may depend on the value of our goodwill which
may be determined, in part, by reference to the market price of our ADSs, which may change from time to time. In addition, it is not entirely clear how the
contractual arrangements between us and the VIE will be treated for purposes of the PFIC rules. If it were determined that we are not the owner of the stock of
the VIE for U.S. federal income tax purposes, we could be treated as a PFIC. In light of the foregoing, there can be no assurance that we were not, or will not
be, a PFIC for any taxable year, and our U.S. counsel expresses no opinion with respect to our PFIC status for any prior, current or future taxable year.
If we were a PFIC for 2023 or for any other taxable year during which a U.S. Holder holds the ADSs or ordinary shares, and unless the U.S. Holder
makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of
whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year
to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s
holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition of ADSs or ordinary shares. Under the PFIC rules:
● the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares;
● the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we
are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;
● the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or
corporations, as appropriate, for that year; and
● the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-
PFIC year.
If we are a PFIC for any taxable year during which a U.S. Holder holds the ADSs or ordinary shares and any of our subsidiaries, the VIE, or any of the
subsidiaries of the VIE is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for
purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our
subsidiaries, the VIE or any of the subsidiaries of the VIE.
131
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with
respect to such stock. If a U.S. Holder makes this election with respect to the ADSs, the holder will generally (i) include as ordinary income for each
taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs
and (ii) deduct as an ordinary loss in each such taxable year the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs
held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-
to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market
election. If a U.S. Holder makes a mark-to-market election in respect of the ADSs and we cease to be classified as a PFIC, the holder will not be required to
take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election,
any gain such U.S. Holder recognizes upon the sale or other disposition of the ADSs in a year when we are a PFIC will be treated as ordinary income and any
loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result
of the mark-to-market election.
The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market as
defined in applicable United States Treasury regulations. The ADSs will be treated as “regularly traded” for any calendar year in which more than a de
minimis quantity of the ADSs are traded on a qualified exchange on at least 15 days during each calendar quarter. The Nasdaq Global Market, where our
ADSs are listed, is a qualified exchange for this purpose.
Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC
rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income
tax purposes.
We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax
treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. Holder owns the ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621 or
such other form as is required by the United States Treasury Department. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax
consequences to such holder if we were, are or become a PFIC, including the possibility of making a mark-to-market election.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to
information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” and (ii) in the case of backup
withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any
backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to
a refund, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of ADSs or
ordinary shares, unless the ADSs or ordinary shares are held in accounts at financial institutions (in which case the accounts may be reportable if maintained
by non-U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to the ADSs or ordinary
shares.
F. Dividends and Paying Agents.
Not applicable.
G. Statement by Experts.
Not applicable.
132
H. Documents on Display
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we
are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information that we have filed with the SEC can
be accessed through the SEC’s website at www.sec.gov. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the
furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are not subject to the insider short-
swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.
We intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial
statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally
available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request,
will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.
In accordance with Nasdaq Stock Market Rule 5250(d), we will post this annual report on Form 20-F on our website at ir.fangdd.com. In addition, we will
provide hard copies of our annual report free of charge to shareholders and ADS holders upon request.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not Applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
Substantially all of our revenues and expenses are denominated in Renminbi. Although our exposure to foreign exchange risks should be limited in
general, the value of your investment in the ADSs will be affected by the exchange rate between U.S. dollar and Renminbi because the value of our business is
effectively denominated in Renminbi, while the ADSs will be traded in U.S. dollars.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has
fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of the Renminbi against the U.S. dollar and other currencies is affected
by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. It is difficult to predict how market
forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an
adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of
making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would
have a negative effect on the U.S. dollar amounts available to us.
Interest Rate Risk
We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financial instruments to manage
our interest risk exposure. We do not expect rising or falling interest rates to have a material impact on our financial condition unless uncertainty about the
direction and timing of interest rate changes materially affects the level of borrowing and lending activity in the economy.
133
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities.
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities.
Not applicable.
D. American Depositary Shares.
Fees and Charges Our ADS Holders May Have to Pay
The Bank of New York Mellon, as depositary, registers and delivers ADSs. Each ADS represents 5,625 Class A ordinary shares deposited with The Hong
Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or
other property that may be held by the depositary. The deposited Class A ordinary shares together with any other securities, cash or other property held by the
depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered is located at 240 Greenwich Street, New
York, NY 10286.
An ADS holder will be required to pay the following fees under the terms of the deposit agreement:
Persons depositing or withdrawing shares or ADS
holders must pay
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
For
Issuance of ADSs upon deposit of shares (excluding issuances as a result of
distributions of shares) Cancellation of ADSs for the purpose of withdrawal,
including if the deposit agreement terminates
$.05 (or less) per ADS
A fee equivalent to the fee that would be payable if securities distributed to
you had been shares and the shares had been deposited for issuance of ADSs
$.05 (or less) per ADS per calendar year
Registration or transfer fees
Any cash distribution to ADS holders
Distribution of securities distributed to holders of deposited securities
(including rights) that are distributed by the depositary to ADS holders
Depositary services
Transfer and registration of shares on our share register to or from the name
Expenses of the depositary
of the depositary or its agent when you deposit or withdraw shares
Cable (including SWIFT) and facsimile transmissions (when expressly
provided in the deposit agreement) Converting foreign currency to U.S.
dollars
Taxes and other governmental charges the depositary or the custodian have to
pay on any ADSs or shares underlying ADSs, such as stock transfer taxes,
stamp duty or withholding taxes
Any charges incurred by the depositary or its agents for servicing the
deposited securities
As necessary
As necessary
Fees and Other Payments Made by the Depositary to Us
From time to time, the depositary may waive fees and expenses for services provided to us by the depositary. In performing its duties under the deposit
agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and
that may earn fees, spreads or commissions. For the year ended December 31, 2023, we did not receive any fees or other payments from the depositary.
134
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares” for a description of the rights of securities
holders, which remain unchanged.
Use of Proceeds
The following “Use of Proceeds” information relates to the Registration Statement on Form F-1, as amended (File number: 333- 234130) in relation to the
initial public offering of 6,500,179 ADSs (reflecting the exercise of the over-allotment option by the underwriters to purchase an additional 500,179 ADSs)
representing 162,504,475 of our Class A ordinary shares, at a public offering price of US$13.00 per ADS. Our initial public offering closed in
November 2019. Morgan Stanley & Co. LLC, UBS Securities LLC, China International Capital Corporation Hong Kong Securities Limited and AMTD
Global Markets Limited were the representatives of the underwriters for our initial public offering. None of the transaction expenses included payments to
directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities, or our affiliates. None of the net
proceeds from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of
our equity securities, or our affiliates.
We received net proceeds of approximately US$71.6 million from our initial public offering and exercise of over-allotment option. For the period from
November 1, 2019 to December 31, 2023, we used approximately US$70.2 million of the net proceeds from our initial public offering to enhance our research
and product development capabilities, invest in sales and marketing, fund working capital and for general corporate purposes. We still intend to use the
remainder of the proceeds from our initial public offering as disclosed in the prospectus of our initial public offering to enhance our research and product
development capabilities and invest in technology, sales, marketing and branding, and for working capital and general corporate purposes, including funding
potential investments and acquisitions of complementary businesses, assets and technologies. We may also use a portion of the net proceeds for investing in, or
acquiring, complementary businesses, although we have not identified any near-term investment or acquisition targets.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and financial controller, has performed an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual report.
Based upon that evaluation, our management has concluded that, due to the outstanding material weakness described below, as of December 31, 2023, our
disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file and furnish
under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the
information required to be disclosed by us in the reports that we file or submit under the Exchange Act was accumulated and communicated to our
management, including our chief executive officer and financial controller, to allow timely decisions regarding required disclosure.
135
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the
Exchange Act.
Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c) of the Exchange Act, based on
criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was ineffective as of December 31,
2023 due to one “material weakness” in our internal control over financial reporting.
As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim
consolidated financial statements will not be prevented or detected on a timely basis.
The material weakness identified relates to the lack of sufficient financial reporting and accounting personnel with appropriate understanding of U.S.
GAAP to implement formal period-end financial reporting policies and procedures, to address complex U.S. GAAP technical accounting issues, and to
prepare and review our consolidated financial statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth
by the SEC.
To remedy the identified material weakness, we have adopted and are in the process of implementing a number of measures to improve our internal
control over financial reporting, including: (i) hiring additional qualified personnel with U.S. GAAP expertise and SEC reporting experience to further build
an internal financial reporting team and a dedicated internal audit department; (ii) adopting accounting and internal control guidance on U.S. GAAP and SEC
reporting, (iii) upgrading our financial system to enhance its effectiveness and enhance control of financial analysis, (iv) establishing effective oversight and
clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate,
complete and in compliance with U.S. GAAP and SEC reporting requirements, and (v) continuing to conduct accounting and financial reporting training for
our employees.
We are fully committed to the implementation of these and other measures to remediate the material weakness in our internal control over financial
reporting. However, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. See “Item 3.
Key Information—D. Risk Factors—Risks Related to Our Business and Industry— We have identified a material weakness in internal control over financial
reporting, and we cannot assure you that additional material weaknesses will not be identified in the future. Our failure to implement and maintain effective
internal control over financial reporting could result in failure to accurately report our financial results or prevent fraud, or result in material misstatements in
our financial statements which could cause investors to lose confidence in our reported financial information and have a negative effect on the price of the
ADSs.”
Attestation Report of the Independent Registered Public Accounting Firm
This annual report does not include an attestation report of our company’s independent registered public accounting firm due to the transition periods
established by rules of the SEC for an emerging growth company.
Changes in Internal Control over Financial Reporting
Except for the measures to improve our internal control over financial reporting as described in this annual report, there were no changes in our internal
controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
136
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Yang Li, an independent director and member of our audit committee, qualifies as an “audit committee
financial expert.”
ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of ethics that applies to all of the directors, officers and employees of us and our subsidiaries, whether they
work for us on a full-time, part-time, consultative, or temporary basis. Certain provisions of the code apply specifically to our chief executive officer, chief
operating officer, senior finance officer, controller, senior vice presidents, vice presidents and any other persons who perform similar functions for us. We have
posted a copy of our code of business conduct and ethics on our website at http://ir.fangdd.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal
external accounting firms:
Audit fees(1)
Audit-related fees(2)
Total
For the Year Ended
December 31,
2022
2023
(in RMB thousands)
4,120
—
4,120
3,179
282
3,461
(1) “Audit fees” means the aggregate fees billed in each of the fiscal years indicated for professional services rendered by our principal external auditors for
the audit of our annual consolidated financial statements and agreed-upon procedures performed in relation to interim financial information.
(2) “Audit-related fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors
associated with certain permissible services of assistance with and review of documents filed with the SEC.
The policy of our audit committee is to pre-approve all auditing and non-auditing services permitted to be performed by our independent registered public
accounting firm.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Transactions with ZX INTERNATIONAL LTD and
Mr. Xi Zeng” for a description of the purchases of equity securities by affiliated purchasers.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
KPMG Huazhen LLP, or KPMG, was previously the principal accountants for us. On July 25, 2022, KPMG was dismissed. On July 29, 2022, Audit
Alliance LLP, or Audit Alliance, was engaged as our principal accountants. The decision to change accountants was approved by our audit committee of the
board of directors.
137
During the two fiscal years ended December 31, 2021, and the subsequent interim period through July 25, 2022, there were no: (1) disagreements with
KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2)
reportable events, except that KPMG advised us of the following material weakness:
As of December 31, 2020 and 2021, we did not maintain effective internal control over financial reporting due to one material weakness identified
relating to the lack of sufficient financial reporting and accounting personnel with appropriate understanding of U.S. GAAP to implement formal period-end
financial reporting policies and procedures, to address complex U.S. GAAP technical accounting issues, and to prepare and review our consolidated financial
statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth by the U.S. Securities and Exchange
Commission.
The audit reports of KPMG on our consolidated financial statements as of and for the years ended December 31, 2021 and 2020 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:
KPMG’s report on our consolidated financial statements as of and for the years ended December 31, 2021 and 2020, contained a separate paragraph
stating that “the Company has suffered recurring losses from operations and a significant decline in revenue during the year ended December 31, 2021, that
raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2(b). The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
A letter from KPMG is attached as Exhibit 16.1 to this annual report on Form 20-F.
During our two most recent fiscal years and through the subsequent interim period on or prior to July 25, 2022, neither we nor anyone on our behalf has
consulted with Audit Alliance on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us by Audit Alliance that Audit
Alliance concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any
matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable
event as set forth in Item 16F(a)(1)(v) of Form 20-F.
ITEM 16G. CORPORATE GOVERNANCE
As a Cayman Islands exempted company listed on the Nasdaq Global Market, we are subject to the Nasdaq corporate governance listing standards.
However, Nasdaq Stock Market Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain
corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market Rules. See “Item 3.
Key Information—D. Risk Factors— Risks Related to the ADSs—Since shareholder rights under Cayman Islands law differ from those under U.S. law, you
may have difficulty protecting your shareholder rights.”
We have elected to follow home country practice in lieu of the requirements that:
● the board of directors be comprised of a majority of independent directors under Nasdaq Rule 5605(b)(1);
● the compensation committee be comprised solely of independent directors under Nasdaq Rule 5605(d)(2)(A);
● director nominees be selected or recommended for the board’s selection by a nominating committee comprised solely of independent directors under
Nasdaq Rule 5605(e)(1);
● an annual meeting of shareholders be held no later than one year after the end of a fiscal year under Nasdaq Rule 5620(a); and
● shareholder approval be obtained for a 20% issuance at a price that is less than lower of: (i) the Nasdaq Official Closing Price (as reflected on
Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the stock (as reflected
on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement under Nasdaq Rule 5635(d).
See “Item 3. Key Information—D. Risk Factors— Risks Related to the ADSs—As a foreign private issuer, we are permitted to, and we have elected to,
rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s
directors consist of independent directors. This may afford less protection to holders of our Class A ordinary shares and ADSs.” Other than the home country
practices described above, we are not aware of any significant differences between our corporate governance practices and those followed by U.S. domestic
companies under Nasdaq Stock Market Rules.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
Not Applicable.
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ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We have implemented and maintained various information security processes designed to identify, assess and manage material risks from cybersecurity
threats to our critical computer networks, communications systems, hardware and software, and our critical data, including intellectual property, and
confidential information that is proprietary, strategic or competitive in nature (“Information Systems and Data”).
Our cybersecurity incident management team (the “CSI management team”) helps identify, assess and manage our cybersecurity threats and risks. The
CSI management team identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods.
Depending on the environment, we implement and maintain various measures, processes and policies designed to manage and mitigate material risks from
cybersecurity threats to our Information Systems and Data, including, for example, adopting cybersecurity incident response policy, materiality assessment
playbook, incident detection and response, risk assessments, network security controls, data segregation, access control, physical security, asset management,
systems monitoring, vendor risk management program, employee training, penetration testing, cybersecurity insurance, dedicated cybersecurity staff, asset
management, tracking and disposal, and systems monitoring.
Our assessment and management of material risks from cybersecurity threats are integrated into our overall risk management processes. For example, (i)
the CSI management team works with management to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead
to a material impact to our business, and (ii) our senior management evaluates material risks from cybersecurity threats against our overall business objectives
and reports to the audit committee of the board of directors, which evaluates our overall enterprise risk.
We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for
example cybersecurity consultants and cybersecurity software providers. We have a vendor management program to manage cybersecurity risks associated
with our use of these providers. The program includes risk assessment for each vendor, review of vendor’s written security program, review of security
assessment, report, audit, vulnerability scans related to the vendor, security assessment calls with the vendor’s security personnel, and imposition of
information contractual obligations on the vendor. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at
issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks
associated with a provider and impose contractual obligations related to cybersecurity on the provider.
For a description of the risks from cybersecurity threats that may materially affect our company and how they may do so, see our risk factors under “Part
I. Item 3D. Risk Factors in this Annual Report” on Form 20-F, including the risk factors headed “Any significant cybersecurity incident or disruption of our
information technology systems or those of third-party partners could materially damage our user relationships and subject us to significant reputational,
financial, legal and operational consequences,” and “Historically there have been occurrences of unexpected network interruptions and security breaches,
including “hacking” or computer virus attacks. Such disruptions in the future would cause delays or interruptions of service, damage our reputation and result
in a loss of users of our products, which could harm our business, operating results, and financial condition.”
Governance
Our board of directors addresses our company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit
committee is responsible for overseeing our cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
Our cybersecurity risk assessment and management processes are implemented and maintained by certain of our management, including An Yi, who is the
head of our IT department. In addition, our human resource director is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk
considerations into our overall risk management strategy, and communicating key priorities to relevant personnel. Our financial controller is responsible for
approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-
related reports.
Our cybersecurity incident response policy is designed to escalate certain cybersecurity incidents to CSI management team depending on the
circumstances, including our chief executive officer. The CSI management team works with our company’s senior management team to help our company
mitigate and remediate cybersecurity incidents of which they are notified. In addition, our company’s cybersecurity incident response policy includes reporting
to the audit committee of the board of directors for certain cybersecurity incidents. The audit committee receives periodic reports from our CSI management
team concerning our company’s significant cybersecurity threats and risk and the processes our company has implemented to address them. The audit
committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.
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PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included at the end of this annual report.
ITEM 19. EXHIBITS
Exhibit No.
1.1
Description of Exhibit
Fifth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to
2.1
2.2
2.3
2.4
2.5
2.6
our registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
Registrant’s Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to our registration statement on Form F-1
(File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
Registrant’s Specimen Certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on
Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
Deposit Agreement among the Registrant, the depositary and the owners and holders of American Depositary Shares, dated as of October 31,
2019 (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-237506), filed with the SEC on
March 31, 2020)
Amended and Restated Shareholders’ Agreement, dated as of June 30, 2015, by and among the Registrant and the holders of the Registrant’s
ordinary and preferred shares (incorporated herein by reference to Exhibit 4.4 to the registration statement on Form F-1 (File No. 333-234130),
as amended, initially filed with the SEC on October 8, 2019)
Amendment to the Amended and Restated Shareholders Agreement, dated as of October 8, 2019, by and among the Registrant and the holders
of the Registrant’s ordinary and preferred shares (incorporated herein by reference to Exhibit 4.5 to the registration statement on Form F-1
(File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
Letter Agreement, dated as of October 31, 2019, by and among the Registrant, certain shareholders of the Registrant and other parties
(incorporated by reference to Exhibit 2.6 from our annual report on Form 20-F (File No. 001-39109), initially filed with the SEC on April 15,
2020)
2.7*
4.1
Description of Securities
Amended and Restated 2018 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our S-8 registration statement (File No. 333-
4.2
4.3
4.4
4.5
4.6
4.7
4.8
237506) filed with the SEC on March 31, 2020)
Form of Indemnification Agreement between the Registrant and its director and executive officers (incorporated herein by reference to
Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
Form of Director Agreement between the Registrant and its directors (incorporated herein by reference to Exhibit 10.3 to the registration
statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.4 to the
registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
English translation of the Business Operation Agreement, dated as of June 8, 2017, entered by and among Shenzhen Fangdd Information
Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of Shenzhen Fangdd Network Technology
Co., Ltd. (incorporated herein by reference to Exhibit 10.5 to our registration statement on Form F-1 (File No. 333-234130), as amended,
initially filed with the SEC on October 8, 2019)
English translation of the Supplementary Agreement to the Business Operation Agreement, dated as of November 20, 2023, entered into by
and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of
Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 99.1 to the current report on Form 6-K (File No.
001-39109) filed with the SEC on November 29, 2023)
English translation of Powers of Attorney, dated November 20, 2023, issued by each shareholder of Shenzhen Fangdd Network Technology
Co., Ltd to appoint the person designated by Shenzhen Fangdd Information Technology Co., Ltd. as such shareholder’s attorney-in-fact to
exercise all shareholder rights (incorporated herein by reference to Exhibit 99.2 to the current report on Form 6-K (File No. 001-39109) filed
with the SEC on November 29, 2023)
English translation of the Equity Interest Pledge Agreement, dated as of March 21, 2014 and December 20, 2017, respectively, entered by and
among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of
Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.7 to the registration statement on Form F-1
(File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
140
Exhibit No.
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
Description of Exhibit
English translation of the Supplementary Agreement to the Equity Interest Pledge Agreement, dated as of August 1, 2018, entered by and
among Shenzhen Fangdd Network Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and several shareholders of
Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.8 to the registration statement on Form F-1
(File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
English translation of the Equity Interest Pledge Agreements, dated November 20, 2023, entered into by and among Shenzhen Fangdd
Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of Shenzhen Fangdd Network
Technology Co., Ltd. (incorporated herein by reference to Exhibit 99.3 to the current report on Form 6-K (File No. 001-39109) filed with the
SEC on November 29, 2023)
English translation of the Technology Development and Application Service Agreement, dated as of March 21, 2014, entered by and among
Shenzhen Fangdd Information Technology Co., Ltd. and Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to
Exhibit 10.9 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
English translation of the Operation Maintenance Service Agreement, dated as of March 21, 2014, entered by and among Shenzhen Fangdd
Information Technology Co., Ltd. and Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.10 to
the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
English translation of the Option Agreements entered by and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd
Network Technology Co., Ltd., and each shareholder of Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to
Exhibit 10.11 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)
English translation of the Supplementary Agreement to the Option Agreement, dated August 1, 2018, entered by and among Shenzhen Fangdd
Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and several shareholders of Shenzhen Fangdd Network
Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.12 to the registration statement on Form F-1 (File No. 333-234130), as
amended, initially filed with the SEC on October 8, 2019)
English translation of the Supplementary Agreements to the Purchase Option Agreements, dated November 20, 2023, entered into by and
among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of
Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 99.4 to the current report on Form 6-K (File No.
001-39109) filed with the SEC on November 29, 2023)
Share Subscription Agreement, dated as of November 30, 2022, between Fangdd Network Group Ltd. and ZX INTERNATIONAL LTD
(incorporated herein by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on November
30, 2022)
Form of Securities Purchase Agreement between Fangdd Network Group Ltd. and certain investors (incorporated herein by reference to
Exhibit 99.2 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on December 8, 2022)
Form of Convertible Note Purchase Agreement between Fangdd Network Group Ltd. and the purchaser (incorporated herein by reference to
Exhibit 99.2 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on January 13, 2023)
Share Subscription Agreement, dated as of January 13, 2023, between Fangdd Network Group Ltd. and ZX INTERNATIONAL LTD
(incorporated herein by reference to Exhibit 99.3 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on January 13,
2023)
Form of Securities Purchase Agreement between Fangdd Network Group Ltd. and certain investors (incorporated herein by reference to
Exhibit 99.2 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on March 2, 2023)
Form of Note Conversion Agreement, dated as of March 9, 2023, between Fangdd Network Group Ltd. and the holder of the Note
(incorporated herein by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on March 9,
2023)
4.22
Form of Placement Agency Agreement between Fangdd Network Group Ltd. and Maxim Group LLC (incorporated herein by reference to
Exhibit 1.1 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on July 18, 2023)
141
Exhibit No.
4.23
Description of Exhibit
Form of Regular Warrant (incorporated herein by reference to Exhibit 4.6 to the current report on Form 6-K (File No. 001-39109) furnished to
4.24
4.25
4.26
4.27
8.1*
11.1
12.1*
12.2*
13.1**
13.2**
15.1*
15.2*
16.1
the SEC on July 18, 2023)
Form of Reset Warrant (incorporated herein by reference to Exhibit 4.9 to the current report on Form 6-K (File No. 001-39109) furnished to
the SEC on July 18, 2023)
Form of Securities Purchase Agreement between Fangdd Network Group Ltd. and certain investors (incorporated herein by reference to
Exhibit 10.1 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on July 18, 2023)
Form of Warrant Agency Agreement (incorporated herein by reference to Exhibit 10.2 to the current report on Form 6-K (File No. 001-39109)
furnished to the SEC on July 18, 2023)
Share Subscription Agreement, dated July 21, 2023, between Fangdd Network Group Ltd. and ZX INTERNATIONAL LTD (incorporated
herein by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-39109) furnished to the SEC on July 21, 2023)
Principal Subsidiaries of the Registrant
Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on
Form F-1 (File No. 333-234130) filed with the SEC on October 8, 2019)
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Audit Alliance LLP, Independent Registered Public Accounting Firm
Consent of Global Law Office
Letter from KPMG Huazhen LLP to the Securities and Exchange Commission (incorporated herein by reference to Exhibit 16.1 to the annual
97.1*
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
report on Form 20-F (File No. 001-39109) furnished to the SEC on April 19, 2023)
Incentive Compensation Recoupment Policy
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith
** Furnished herewith
142
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
SIGNATURES
Fangdd Network Group Ltd.
/s/ Xi Zeng
By:
Name: Xi Zeng
Title: Chief Executive Officer
Date: April 19, 2024
143
FANGDD NETWORK GROUP LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -AUDIT ALLIANCE LLP (PCAOB ID:3487)
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2023
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED
PAGE(S)
F-2
F-3 – F-4
F-5
DECEMBER 31, 2021, 2022 AND 2023
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021,
F-6
2022 AND 2023
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
F-8 – F-9
F-10 – F-62
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Fangdd Network Group Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Fangdd Network Group Ltd. (the “Company”) and its subsidiaries (the “Group”) as of
December 31, 2022 and 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ equity, and cash
flows for each of the years ended December 31, 2021, 2022 and 2023, and the related notes (collectively, the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2022 and 2023,
and the results of its operations and its cash flows for each of the years ended December 31, 2021, 2022 and 2023, in conformity with accounting principles
generally accepted in the United States of America (“U.S. GAAP”).
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 2(b)
to the consolidated financial statements, the Group has suffered recurring losses from operations during the years ended December 31, 2022 and 2023 and
negative cash flows from operating activities for each of the years ended December 31, 2021, 2022 and 2023, that raise substantial doubt about its ability to
continue as a going concern. Management’s plans in regard to these matters are also described in Note 2(b). The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud.
The Group is not required to have, nor we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Audit Alliance LLP
Singapore
April 19, 2024
PCAOB ID Number: 3487
We have served as the Group’s auditor since 2022.
F-2
Fangdd Network Group Ltd.
CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share and per share data)
Assets
Current assets
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net
Prepayments and other assets, net
Inventories
Total current assets
Non-current assets
Property, equipment and software, net
Equity method investments, net
Long-term equity investment, net
Goodwill, net
Right-of-use assets
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Short-term bank borrowings (including short-term bank borrowings of consolidated VIE without
recourse to the Company of RMB72,500 and nil as of December 31, 2022 and 2023, respectively.
Note 1)
Accounts payable (including accounts payable of consolidated VIE without recourse to the Company
of RMB638,295 and RMB373,278 as of December 31, 2022 and 2023, respectively. Note 1)
Customers’ refundable fees (including customers’ refundable fees of consolidated VIE without
recourse to the Company of RMB30,747 and RMB30,657 as of December 31, 2022 and 2023,
respectively. Note 1)
Accrued expenses and other payables (including accrued expenses and other payables of consolidated
VIE without recourse to the Company of RMB145,088 and RMB80,109 as of December 31, 2022
and 2023, respectively. Note 1)
Income tax payables (including income tax payables of consolidated VIE without recourse to the
As of December 31,
2022
RMB
RMB
2023
US$
Unaudited
(Note 2(g))
143,934
38,811
2,000
470,997
191,996
11,157
858,895
3,037
206,086
6,000
454
2,207
—
217,784
1,076,679
121,733
22,166
15,312
314,638
126,725
12,503
613,077
1,819
145,696
3,000
—
183
6,126
156,824
769,901
17,146
3,122
2,157
44,316
17,847
1,761
86,349
256
20,521
423
—
26
863
22,089
108,438
72,500
—
—
659,215
395,432
55,695
30,747
31,554
4,444
181,140
117,556
16,557
Company of RMB2,468 and RMB1,590 as of December 31, 2022 and 2023, respectively. Note 1)
4,876
5,068
714
Lease liabilities-current (including lease liabilities-current of consolidated VIE without recourse to
the Company of RMB1,096 and RMB111 as of December 31, 2022 and 2023, respectively. Note 1)
Total current liabilities
Non-current liabilities
Income tax payables (including income tax payables of consolidated VIE without recourse to the
Company of RMB27,429 and RMB28,243 as of December 31, 2022 and 2023, respectively. Note
1)
Lease liabilities (including lease liabilities of consolidated VIE without recourse to the Company of
RMB791 and RMB29 as of December 31, 2022 and 2023, respectively. Note 1)
Total non-current liabilities
Total liabilities
Commitments and contingencies (Note 23)
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-3
1,243
949,721
111
549,721
16
77,426
30,772
28,654
4,036
792
31,564
981,285
29
28,683
578,404
4
4,040
81,466
Fangdd Network Group Ltd.
CONSOLIDATED BALANCE SHEETS (Continued)
(All amounts in thousands, except for share and per share data)
Shareholders’ Equity:
Class A Ordinary shares (US$0.0000001 par value, 50,000,000,000 and 3,000,000,000,000 shares
authorized Including Class A, Class B and Class C ordinary shares, as of December 31, 2022 and
2023, respectively, 1,850,866,648 and 33,312,108,296 shares issued and outstanding as of
December 31, 2022 and 2023, respectively)
Class B Ordinary shares (US$0.0000001 par value, 50,000,000,000 and 3,000,000,000,000 shares
authorized Including Class A, Class B and Class C ordinary shares, as of December 31, 2022 and
2023, respectively, 619,938,058 and 490,418,360 shares issued and outstanding as of December 31,
2022 and 2023, respectively)
Class C Ordinary shares (US$0.0000001 par value, 50,000,000,000 and 3,000,000,000,000 shares
authorized Including Class A, Class B and Class C ordinary shares, as of December 31, 2022 and
2023, respectively, 75,000 and 7,071,427 shares issued and outstanding as of December 31, 2022
and 2023, respectively)
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total Fangdd Network Group Ltd. shareholders’ equity
Noncontrolling interests
Total shareholders’ equity
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-4
As of December 31,
2022
RMB
RMB
2023
US$
Unaudited
(Note 2(g))
1
17
2
—
—
—
—
5,051,631
(393,841)
(4,557,675)
100,116
(4,722)
95,394
1,076,679
—
5,243,416
(398,160)
(4,649,428)
195,845
(4,348)
191,497
769,901
—
738,520
(56,080)
(654,858)
27,584
(612)
26,972
108,438
Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(All amounts in thousands, except for share and per share data)
Revenue
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing expenses
Product development expenses
General and administrative expenses
Total operating expenses
Loss from operations
Other income (expenses):
Interest expense, net
Foreign currency exchange (loss) gain, net
Gain (Loss) on short-term investments
Impairment loss for long-term equity investment
Impairment loss for equity method investments
Impairment loss for non-current assets
Goodwill impairment
Government grants
Other income, net
Share of (loss) profit from equity method investees, net of income tax
Gain on subsidiaries written off
Loss before income tax
Income tax (expense) benefit
Net loss
Net loss (income) attributable to noncontrolling interests
Net loss attributable to Fangdd Network Group Ltd.
Net loss attributable to ordinary shareholders
Net loss
Other comprehensive (loss) income
Foreign currency translation adjustment, net of tax
Total comprehensive loss, net of tax
Total comprehensive loss (income) attributable to noncontrolling interests
Total comprehensive loss attributable to ordinary shareholders
Net loss per share attributable to ordinary shareholders -
Basic and diluted
Weighted average number of ordinary shares outstanding used in computing
net loss per share -
Basic and diluted
For the Year Ended December 31,
2021
RMB
2022
RMB
RMB
2023
US$
Unaudited
(Note 2(g))
942,380
(835,873)
106,507
245,948
(221,213)
24,735
284,957
(243,763)
41,194
(64,914)
(167,530)
(831,358)
(1,063,802)
(957,295)
(8,317)
(394)
112
(26,000)
(187,329)
(11,543)
(31,188)
22,293
5,618
(47)
—
(1,194,090)
(8,907)
(1,202,997)
31,832
(1,171,165)
(1,171,165)
(1,202,997)
(13,195)
(65,971)
(194,962)
(274,128)
(249,393)
(5,140)
375
363
(8,000)
(62,623)
(7,642)
—
14,938
87,041
(2,020)
—
(232,101)
(7,487)
(239,588)
(4,450)
(244,038)
(244,038)
(239,588)
(7,926)
(1,210,923)
11,036
(228,552)
31,832
(1,179,091)
(4,450)
(233,002)
(2,774)
(32,142)
(271,448)
(306,364)
(265,170)
(621)
333
(518)
(3,000)
(15,279)
—
(454)
2,454
183,490
442
3,330
(94,993)
1,889
(93,104)
1,351
(91,753)
(91,753)
(93,104)
(4,319)
(97,423)
1,351
(96,072)
40,135
(34,333)
5,802
(391)
(4,527)
(38,232)
(43,150)
(37,348)
(88)
47
(73)
(423)
(2,152)
—
(64)
346
25,844
62
469
(13,380)
266
(13,114)
190
(12,924)
(12,924)
(13,114)
(608)
(13,722)
190
(13,532)
(0.58)
(0.12)
(0.004)
(0.001)
2,022,446,988 2,078,624,721 20,765,256,643
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-5
Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(All amounts in thousands, except for share and per share data)
Class A Ordinary
shares
Class B Ordinary
shares
Shares
RMB
Shares
RMB
Additional
paid-in
capital
RMB
Accumulated
other
comprehensive
loss
RMB
Accumulated
deficit
RMB
Total
shareholders’
equity
attributable
to Fangdd
Network
Group
Limited
RMB
Noncontrolling
interests
RMB
Total
shareholders’
equity
RMB
1,376,231,023
—
1 619,938,058
—
—
— 4,982,885
—
—
(396,951)
—
(3,142,472)
(1,171,165)
1,443,463
(1,171,165)
22,535
(31,832)
1,465,998
(1,202,997)
50,219,050
—
—
—
—
—
—
—
—
47,067
—
—
—
—
—
—
—
47,067
—
47,067
—
—
—
—
1,820
—
—
1,820
(1,820)
—
—
—
—
—
—
—
—
—
1,535
1,535
—
—
—
—
—
(7,926)
—
(7,926)
—
(7,926)
1,426,450,073
1 619,938,058
— 5,031,772
(404,877)
(4,313,637)
313,259
(9,582)
303,677
Balance as of
January 1, 2021
Net loss for the year
Exercise of share
options under
share- based
compensation
Share-based
compensation
Acquisition of
additional interests
in subsidiaries
Capital contribution
from
noncontrolling
shareholder
Foreign currency
translation
adjustments, net of
nil tax
Balance as of
December 31,
2021
Total
shareholders’
equity
Class A Ordinary Class B Ordinary Class C Ordinary
Additional
paid-in
comprehensive Accumulated
shares
shares
shares
capital
Shares
RMB
Shares
RMB Shares RMB RMB
loss
RMB
deficit
RMB
Accumulated
other
attributable
to Fangdd
Network
Group
Limited
RMB
Noncontrolling
interests
Total
shareholders’
equity
RMB
RMB
Balance as of
January 1,
2022
Net (loss)
income for the
year
Exercise of share
1,426,450,073
1 619,938,058 —
—
— 5,031,772
(404,877)
(4,313,637)
313,259
(9,582)
303,677
— —
— —
—
—
—
—
(244,038)
(244,038)
4,450
(239,588)
options
under share-
based
compensation
Share-based
49,416,575 —
— —
—
—
—
compensation
— —
— —
—
—
16,724
—
—
—
—
—
16,724
—
—
—
16,724
Acquisition of a
subsidiary
with
noncontrolling
interests (Note
22)
Capital
contribution
from
noncontrolling
shareholder
Disposal of a
subsidiary
Issuance of
ordinary
shares
Foreign
currency
— —
— —
—
—
—
—
—
—
(114)
(114)
— —
— —
—
—
— —
— —
—
—
—
—
—
—
375,000,000 —
— —
— — 75,000
—
— —
—
—
3,135
—
—
11,036
—
—
—
—
—
—
3,135
11,036
490
34
—
—
490
34
3,135
11,036
translation
adjustments,
net of nil tax
Balance as of
December 31,
2022
1,850,866,648
1 619,938,058 — 75,000
— 5,051,631
(393,841)
(4,557,675)
100,116
(4,722)
95,394
F-6
Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)
(All amounts in thousands, except for share and per share data)
Class A Ordinary Class B Ordinary
shares
shares
Class C
Ordinary
shares
Additional
paid-in
capital
Shares
RMB
Shares
RMB Shares RMB RMB
comprehensive Accumulated
loss
RMB
deficit
RMB
Noncontrolling
interests
RMB
Total
shareholders’
equity
RMB
Balance as of
January 1,
2023
Net (loss)
1,850,866,648
1 619,938,058 —
75,000 — 5,051,631
(393,841)
(4,557,675)
100,116
(4,722)
95,394
Accumulated
other
Total
shareholders’
equity
attributable
to Fangdd
Network
Group
Limited
RMB
— —
— —
— —
—
—
(91,753)
(91,753)
(1,351)
(93,104)
5,561,075 —
— —
— —
—
— —
— —
— —
105
— —
— —
— —
— —
— —
— —
—
—
—
—
—
—
—
—
—
—
—
105
—
—
—
105
—
—
635
635
1,090
1,090
12,576,160,875
3
— — 6,996,427 —
46,629
—
—
46,632
—
46,632
129,519,698 — (129,519,698) —
— —
—
—
—
—
—
—
— —
— —
— —
4,343
—
—
4,343
—
4,343
18,750,000,000
13
— —
— —
140,708
—
—
140,721
—
140,721
Foreign currency
translation
adjustments,
net of nil tax
Balance as of
— —
— —
— —
—
(4,319)
—
(4,319)
—
(4,319)
December 31,
2023
US$ Unaudited
(Note 2(g))
33,312,108,296
17 490,418,360 — 7,071,427 — 5,243,416
(398,160)
(4,649,428)
195,845
(4,348)
191,497
2
—
—
738,520
(56,080)
(654,858)
27,584
(612)
26,972
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7
income for the
year
Exercise of share
options under
share-based
compensation
Share-based
compensation
Capital
contribution
from
noncontrolling
shareholder
Subsidiaries
written off
Issuance of
ordinary
shares
Conversion of
class B
ordinary
shares to class
A ordinary
shares
Issuance of
convertible
promissory
note
Conversion of
convertible
promissory
note
Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands, except for share and per share data)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization
Amortization of right-of-use assets
Share-based compensation expenses
(Gain) Loss on short-term investments
Impairment loss for non-current assets
Goodwill impairment
Impairment loss for long-term equity investment
Impairment loss for equity method investments
Impairment on short-term investments
Share of loss (profit) from equity method investments, net of income tax
Allowance (Reversal of allowance) for doubtful accounts
Loss on disposal of property, equipment and software
Foreign currency exchange loss (gain), net
Deferred income tax expenses
Gain on subsidiaries written off
Changes in operating assets and liabilities, net of effects of acquisition
Accounts receivable
Prepayments and other assets
Other non-current assets
Accounts payable
Customers’ refundable fees
Accrued expenses and other payables
Lease liabilities
Income tax payables
Net cash used in operating activities
Cash flows from investing activities:
Purchase of property, equipment and software
Proceeds from disposal of property, equipment and software
Investment in equity method investments
Return of capital from equity method investees
Cash paid for business combination, net of cash acquired
Cash paid for short-term investments
Proceeds from disposal of short-term investments
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs
Proceeds from issuance of convertible promissory note, net of issuance costs
Contribution from noncontrolling shareholder
Cash proceeds from short-term bank borrowings
Repayment for short-term bank borrowings
Net cash (used in) provided by financing activities
For the Year Ended December 31,
2021
RMB
2022
RMB
RMB
2023
US$
Unaudited
(Note 2(g))
(1,202,997)
(239,588)
(93,104)
(13,114)
7,695
—
47,067
(112)
11,543
31,188
26,000
187,329
—
47
612,653
322
394
3,424
—
867,027
98,000
—
(620,361)
(8,286)
(126,563)
—
5,012
(60,618)
(12,461)
252
(84,566)
50,088
—
(104,139)
107,101
(43,725)
—
—
1,535
154,180
(462,844)
(307,129)
2,744
597
16,724
(363)
7,642
—
8,000
62,623
149,371
2,020
(67,605)
1,280
(375)
—
—
497,585
3,359
—
(516,728)
(250)
(59,509)
(769)
6,259
(126,983)
(194)
40
(33,154)
19,547
(648)
(464,914)
320,055
(159,268)
3,136
—
490
72,500
(134,780)
(58,654)
697
1,118
105
518
—
454
3,000
15,279
—
(442)
201,885
275
(333)
—
(3,330)
97,777
(80,528)
(4,439)
(263,783)
807
(59,159)
(989)
(1,926)
(186,118)
(296)
—*
—
45,553
—
(63,812)
49,982
31,427
46,632
145,064
635
—
(72,500)
119,831
98
157
15
73
—
64
423
2,152
—
(62)
28,435
39
(47)
—
(469)
13,772
(11,342)
(626)
(37,153)
114
(8,333)
(139)
(271)
(26,214)
(42)
—*
—
6,416
—
(8,988)
7,040
4,426
6,568
20,432
89
—
(10,211)
16,878
(561)
(5,471)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net decrease in cash, cash equivalents and restricted cash
(8,320)
(419,792)
11,412
(333,493)
(3,986)
(38,846)
*
Less than 1 after in thousand and rounding.
F-8
Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CASHFLOWS (Continued)
(All amounts in thousands, except for share and per share data)
For the Year Ended December 31,
2021
RMB
2022
RMB
RMB
2023
US$
Unaudited
(Note 2(g))
Cash, cash equivalents and restricted cash at the beginning of the year
Cash, cash equivalents and restricted cash at the end of the year
936,030
516,238
516,238
182,745
182,745
143,899
25,739
20,268
Cash, cash equivalents and restricted cash
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash at the end of the year
Supplemental disclosures of cash flow information
Interest paid
Income tax paid
Cash paid for amounts include in lease liabilities
492,107
24,131
516,238
(18,277)
(445)
—
143,934
38,811
182,745
(6,157)
(812)
(887)
121,733
22,166
143,899
(326)
(37)
(1,235)
17,146
3,122
20,268
(46)
(5)
(174)
Supplemental disclosure of non-cash investing and financing activities
Lease liabilities arising from obtaining right-of-use assets
—
2,803
366
52
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-9
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data)
1. Organization and principal activities
Fangdd Network Group Ltd. (the “Company”) was incorporated in the Cayman Islands on September 19, 2013 as an exempted company with limited
liability under the Companies Law (2011 Revision) (as consolidated and revised) of the Cayman Islands. The registered office of the Company is at the
offices of Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands.
The Company is an investment holding company. The Company, through its consolidated subsidiaries, variables interest entity and variables interest
entity’s subsidiaries (together, “the Group”) is principally engaged in the provision of real estate information services through its online platform which
also offers integrated marketing services for individual customers, real estate developers and agents in the People’s Republic of China (the “PRC”).
The accompanying Consolidated Financial Statements include the financial statements of the Company, its subsidiaries, variable interest entity (“VIE”)
and the VIE’s subsidiaries.
Variable interest entity
The Group conducts the business in the PRC through Shenzhen Fangdd Network Technology Co. Ltd. (“Shenzhen Fangdd”), a limited liability company
established under the laws of the PRC on October 10, 2011. Shenzhen Fangdd holds the necessary PRC operating licenses for the real estate agency and
online business. The equity interests of Shenzhen Fangdd are legally held by individuals who act as nominee equity holders of Shenzhen Fangdd on
behalf of Shenzhen Fangdd Information Technology Co. Ltd. (“Fangdd Information”). Shenzhen Fangdd entered into a series of contractual agreements
with its legal shareholders and Fangdd Information, including the Business Operation Agreement, Powers of Attorney, Equity Interest Pledge
Agreements, Exclusive Option Agreements, Operation Maintenance Service Agreement and Technology Development and Application Service
Agreement (collectively, the “Shenzhen Fangdd VIE Agreements”) in March 2014 and were subsequently amended in 2017 and 2023 to reflect the
registration of the Equity Interest Pledge Agreements with the relevant registration authority and amended when certain nominee equity holders
transferred their nominal shareholdings in Shenzhen Fangdd to other nominee equity holders.
Pursuant to the Shenzhen Fangdd VIE Agreements, the Group, through Fangdd Information, is able to exercise effective control over, bears the risks of,
enjoys substantially all of the economic benefits of Shenzhen Fangdd, and has an exclusive option to purchase all or part of the equity interests in
Shenzhen Fangdd when and to the extent permitted by PRC law at a nominal price. The Company’s management concluded that Shenzhen Fangdd is a
consolidated VIE of the Group and Fangdd Information is the primary beneficiary of Shenzhen Fangdd. As such, the financial results of Shenzhen Fangdd
and its subsidiaries are included in the Consolidated Financial Statements of the Company.
The principal terms of the agreements entered into among Shenzhen Fangdd, the nominee equity holders and Fangdd Information are further described
below.
● Business Operation Agreement
Fangdd Information, Shenzhen Fangdd and Shenzhen Fangdd’s shareholders have entered into a business operation agreement, pursuant to which
Shenzhen Fangdd and its shareholders undertake not to enter into any transactions that may have material effects on Shenzhen Fangdd’s assets,
obligations, rights or business operations without Fangdd Information’s prior written consent.
F-10
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Additionally, Shenzhen Fangdd’s shareholders undertake that, without the Fangdd Information’s prior written consent, they shall not (a) sell, transfer,
pledge or otherwise dispose of any rights associated with their equity interests in Shenzhen Fangdd, approve any merger or acquisition of Shenzhen
Fangdd, (c) take any actions that may have a material adverse effect on Shenzhen Fangdd’s assets, businesses and liabilities, or sell, transfer, pledge
or otherwise dispose or impose other encumbrances of any assets, businesses or income of Shenzhen Fangdd, (d) request Shenzhen Fangdd to declare
dividend or make other distribution, (e) amend Shenzhen Fangdd’s articles of association, (f) increase, decrease or otherwise change Shenzhen
Fangdd’s registered capital. Fangdd Information may request Shenzhen Fangdd to transfer at any time all the intellectual property rights held by
Shenzhen Fangdd to Fangdd Information or any person designated by Fangdd Information. Shenzhen Fangdd and certain of its shareholders,
including Yi Duan and Xi Zeng, shall be jointly and severally responsible for the performance of their obligations under this agreement. This
agreement has a initial term of ten years, and the term has been extended by a supplementary agreement dated November 20, 2023 to November 19,
2033. The term may be further extended upon Fangdd Information’s unilateral written confirmation prior to the expiry. Shenzhen Fangdd has no right
of transfer without Fangdd information’s written confirmation or right of early termination while Fangdd Information may unilaterally transfer its
rights and obligations under this agreement to third parties at any time through written notification and may early terminate this agreement via a 30-
day prior written notice.
● Powers of Attorney
Each of the shareholders of Shenzhen Fangdd has issued a power of attorney, irrevocably appointing Mr. Xi Zeng, a director of Fangdd Information,
as such shareholder’s attorney-in-fact to exercise all shareholder rights, including, but not limited to, the right to call shareholders’ meeting, the right
to vote on all matters of Shenzhen Fangdd that require shareholders’ approval, and the right to dispose of all or part of the shareholder’s equity
interest in Shenzhen Fangdd, on behalf of such shareholder. The foregoing authorization is conditioned upon Mr. Xi Zeng’s continuing directorship at
Fangdd Information and Fangdd Information’s written consent to such authorization. In the event that Mr. Xi Zeng ceases to serve as a director of
Fangdd Information or that Fangdd Information requests the shareholders to terminate the authorization in writing, the power of attorney will
terminate immediately and the shareholder shall then appoint any person designated by Fangdd Information as his or her attorney-in-fact to exercise
all shareholder rights. Other than the foregoing circumstances, the power of attorney will remain in force until the termination of the business
operation agreement and during its effective term, shall not be amended or terminated without consent of Fangdd Information.
● Equity Interest Pledge Agreements
Each of the shareholders of Shenzhen Fangdd has entered into an equity interest pledge agreement with Fangdd Information and Shenzhen Fangdd,
pursuant to which, the shareholders have pledged all of his or her equity interest in Shenzhen Fangdd to Fangdd Information to guarantee the
performance by Shenzhen Fangdd and its shareholders of their obligations under the main contracts, which include technology development and
application service agreement, the operation maintenance service agreement, the business operation agreement and the exclusive option agreements.
Each shareholder of Shenzhen Fangdd agrees that, during the term of the equity interest pledge agreement, he or she will not dispose of the pledged
equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Fangdd Information. The
equity interest pledge agreements remain effective until Shenzhen Fangdd and its shareholders discharge all of their obligations under the main
contracts. The Company has registered the equity pledge with the local branches of the Administration for Market Regulation in accordance with the
PRC Property Rights Law.
F-11
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
● Exclusive Option Agreements
Fangdd Information, Shenzhen Fangdd and each of the Shenzhen Fangdd’s shareholders have entered into an exclusive option agreement, pursuant to
which each of the Shenzhen Fangdd’s shareholders has irrevocably granted Fangdd Information an exclusive option, to the extent permitted by PRC
law, to purchase, or have its designated person or persons to purchase, at its discretion all or part of the shareholder’s equity interests in Shenzhen
Fangdd or all or part of Shenzhen Fangdd’s assets. The purchase price shall be a nominal price unless where PRC laws and regulations require
valuation of the equity interests or the assets, or promulgates other restrictions on the purchase price, or otherwise prohibits purchasing the equity
interests or the assets at a nominal price. If the PRC laws and regulations prohibit purchasing the equity interests or the assets at a nominal price, the
purchase price shall be equal to the original investment of the equity interests made by such shareholders or the book value of the assets. Where PRC
laws and regulations require valuation of the equity interests or the assets or promulgates other restrictions on the purchase price, the purchase price
shall be the minimum price permitted under PRC laws and regulations. However, if the minimum price permitted under PRC laws and regulations
exceed the original investment of the equity interests or the book value of the assets, Shenzhen Fangdd’s shareholders shall return Fangdd
Information the exceeded amount after deducting all taxes and fees paid under PRC laws and regulations. The shareholders of Shenzhen Fangdd
undertake, among other things, that they shall not take any actions that may have material effects on Shenzhen Fangdd’s assets, businesses and
liabilities, nor shall they appoint or replace any directors, supervisors and officers of Shenzhen Fangdd without Fangdd Information’s prior written
consent. These agreements have an initial term of ten years, and the term has been extended by supplementary agreements to November 19, 2033.
The term may be extended upon the WFOE’s written confirmation prior to the expiry.
● Operation Maintenance Service Agreement
Fangdd Information and Shenzhen Fangdd have entered into an operation maintenance service agreement, pursuant to which Fangdd Information has
the exclusive right to provide Shenzhen Fangdd with operation maintenance services and marketing services. Without Fangdd Information’s written
consent, Shenzhen Fangdd shall not engage any third party to provide the services covered by this agreement. Shenzhen Fangdd agrees to pay service
fees on an annual basis and at an amount determined by Fangdd Information after taking into account factors such as the labor cost, facility cost and
marketing expenses incurred by Fangdd Information in providing the services. Unless otherwise agreed by both parties, this agreement will remain
effective until Fangdd Information ceases business operations.
● Technology Development and Application Service Agreement
Fangdd Information and Shenzhen Fangdd have entered into a technology development and application service agreement, pursuant to which, Fangdd
Information has the exclusive right to provide Shenzhen Fangdd with technology development and application services. Without Fangdd
Information’s written consent, Shenzhen Fangdd shall not accept any technology development and application services covered by this agreement
from any third party. Shenzhen Fangdd agrees to pay service fees on an annual basis and at an amount determined by Fangdd Information after taking
into account multiple factors, such as the labor and time consumed for provision of the service, the type and complexity of the services provided, the
difficulties in providing the service, the commercial value of services provided and the market price of comparable services. Unless otherwise agreed
by the parties, this agreement will remain effective until Fangdd Information ceases business operations.
F-12
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Risks in relation to Shenzhen Fangdd structure
In the opinion of the Company’s management, the contractual arrangements have resulted in Fangdd Information having the power to direct activities that
most significantly impact Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries, including appointing key management, setting up operating policies,
exerting financial controls and transferring profit or assets out of Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries at its discretion. Fangdd
Information considers that it has the right to receive all the benefits and assets of Shenzhen Fangdd and Shenzhen Fangdd’ subsidiaries. As Shenzhen
Fangdd and Shenzhen Fangdd’s subsidiaries were established as limited liability companies under the PRC law, their creditors do not have recourse to the
general credit of Fangdd Information for the liabilities of Shenzhen Fangdd and VIE’s subsidiaries, and Fangdd Information does not have the obligation
to assume the liabilities of Shenzhen Fangdd and VIE’ subsidiaries.
The Group has determined that Shenzhen Fangdd VIE Agreements are in compliance with PRC laws and are legally enforceable.However, uncertainties
in the PRC legal system could limit the Group’s ability to enforce Shenzhen Fangdd VIE Agreements.
If the PRC government finds that these contractual arrangements do not comply with its restrictions on foreign investment in the internet business, or if
the PRC government otherwise finds that the Group, the VIE, or any of its subsidiaries is in violation of PRC laws or regulations or lack the necessary
permits or licenses to operate the business, the relevant PRC regulatory authorities, including but not limited to the Ministry of Industry and Information
Technology of the People’s Republic China (“MIIT”), which regulates internet information service companies, would have broad discretion in dealing
with such violations, including:
● revoking the business and operating licenses;
● discontinuing or restricting the operations;
● imposing fines or confiscating any of the income that they deem to have been obtained through illegal operations;
● imposing conditions or requirements with which the Group or the PRC subsidiaries and affiliates may not be able to comply;
● requiring the Company or the PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations;
● placing restrictions on the right to collect revenues;
● restricting or prohibiting the use of the proceeds from future offerings to finance the business and operations of the VIE; and
● taking other regulatory or enforcement actions that could be harmful to the business.
The imposition of any of these penalties could have a material and adverse effect on the business, financial condition and results of operations. If any of
these penalties results in the inability to direct the activities of the VIE that most significantly impact its economic performance, and/or failure to receive
the economic benefits from the VIE, the Group may not be able to consolidate the financial results of the VIE and its subsidiaries in Consolidated
Financial Statements in accordance with U.S. generally accepted accounting principles.
There is no VIE in which the Group has a variable interest but is not the primary beneficiary. Currently there is no contractual arrangement that could
require the Group to provide additional financial support to Shenzhen Fangdd.
F-13
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The following consolidated assets and liabilities information of the Group’s VIE and VIE’s subsidiaries as of December 31, 2022 and 2023, and
consolidated operating results and cash flows information for the years ended December 31, 2021, 2022 and 2023, have been included in the
accompanying Consolidated Financial Statements:
Cash and cash equivalents
Restricted cash
Short-term investments
Accounts receivable, net
Amount due from related parties*
Prepayments and other current assets, net
Inventories
Total current assets
Property, equipment and software, net
Equity method investments, net
Long-term equity investment, net
Right-of-use assets
Other non-current assets
Total non-current assets
Total assets
Short-term bank borrowings
Accounts payable
Customers’ refundable fees
Current instalments of long-term loans from a related party**
Amounts due to related parties*
Accrued expenses and other payables
Income tax payables
Lease liabilities-current
Total current liabilities
Non-current liabilities
Income tax payables
Lease liabilities
Long-term loans from a related party excluding current instalments**
Total non-current liabilities
Total liabilities
As of December 31,
2022
RMB
2023
RMB
56,850
38,811
2,000
466,269
600,557
188,144
11,157
1,363,788
3,036
204,850
6,000
2,032
—
215,918
1,579,706
72,500
638,295
30,747
—
183,076
145,088
2,468
1,096
1,073,270
27,429
791
1,352,000
1,380,220
2,453,490
25,616
19,466
—
307,259
549,206
113,290
12,503
1,027,340
1,676
145,696
3,000
183
2,553
153,108
1,180,448
—
373,278
30,657
1,147,000
108,993
80,109
1,590
111
1,741,738
28,243
29
205,000
233,272
1,975,010
* Amounts due from and to related parties represent the amounts due from and to subsidiaries other than the Group’s VIE and VIE’s subsidiaries, which are
eliminated upon consolidation.
** Long-term loans from a related party represents entrusted loans with original 3-year term at annual interest rate of 0.2-0.5% (2022: 0.2-0.5%) from
Fangdd Information via Bank of China in Shenzhen, which are eliminated upon consolidation.
F-14
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
Total revenue
Net (loss) income
Net cash used in operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of the year
Cash, cash equivalents and restricted cash at the end of the year
Sales Commitment Arrangements
905,284
(1,031,939)
(20,162)
(43,725)
(167,363)
(231,250)
483,123
251,873
239,879
(43,722)
(77,162)
(8,355)
(70,695)
(156,212)
251,873
95,661
265,658
79,252
(22,647)
44,568
(72,500)
(50,579)
95,661
45,082
Certain property sales contracts entered with real estate developers provide the Group with exclusive selling rights for the selected properties for a specific
period of time (the “Exclusive Sales Contracts”), which typically lasts for several months. Certain of these Exclusive Sales Contracts requires the Group
or, in case of tri-party agreements (see below), the Group’s equity method investees to purchase any unsold units of properties at the end of the exclusive
sales period (the “Sales Commitment Arrangements”). Under the Sales Commitment Arrangements, the real estate developers either enter into project
sales contracts with the Group directly (the “Self-Commitment Arrangements”) or enter into tri-party agreements with the Group and its equity method
investees (the “Non-Group Commitment Arrangements”). The Group, or in case of tri-party agreements, its equity method investees is required to
advance real estate developer an initial deposit prior to the commencement of the exclusive sales period. The amount of initial deposits required is
generally determined at a percentage of the minimum transaction price, as pre-agreed with the real estate developer, of the properties (the “Base
Transaction Price”) to be sold to home purchasers in the market during the exclusive sales period. The amount of deposits advanced by the Group, or its
equity method investees are adjusted throughout the exclusive sales period based on an agreed schedule such that 100% of the Base Transaction Price for
the unsold properties, if any, is advanced to the real estate developers at the end of the exclusive sales period. If all properties are sold during the exclusive
sales period, any outstanding deposits are immediately returned to the Group, or its equity method investees. Under all of these arrangements, the Group is
responsible to render the properties sales services as specified in the exclusive sales contracts.
For Self-Commitment Arrangements, the Group is required under the project sales contracts to advance the deposits and purchase any unsold properties at
the Base Transaction Price at the end of exclusive sales period. The Group would either finance the entire deposits with its own fund or by entering into
separate collaborative agreements with certain funds providers (the “Self-Commitment Collaborative Agreements”) that, are either independent third
parties or the Group’s equity method investees, to fully or partially fund the deposits required. The funds providers provide the Group with the funds
required and requested the funds to be designated for use in a specific Self-Commitment Arrangement. Pursuant to the Self-Commitment Collaborative
Agreements, the Group is required to share with the funds provider a portion of the Base Commission Income (see note 2(v)) and any Sales Incentive
Income (see note 2(v)) earned, based on the agreed profit sharing arrangements. However, the Group does not commit or guarantee them any minimum
return. Also, there is no limit on the reward that accrues to either the Group or the funds providers. The amounts of profit shared with the funds providers
under the Self-Commitment Collaborative Agreements are recorded in “Cost of revenue” in the consolidated statements of operations and comprehensive
(loss) income. The funds provided by these independent third parties or equity method investees to the Company to fulfill the deposits requirement under
the Self-Commitment Arrangements are recorded as “Amounts due to third parties under collaborative agreements” or “Amounts due to equity method
investees under collaborative agreements”. The deposits advanced by the Group to the property developers, either using entirely its own funds or
combining its own funds with funds provided by funds providers, are recorded as “Security deposits with real estate developers” included in
“Prepayments and other assets, net” (see note 7(2)) on the Consolidated Balance Sheets.
F-15
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
For Non-Group Commitment Arrangements, the equity method investees of the Group are obliged to pay the deposits required directly to the real estate
developers and subject to the commitment to purchase any unsold properties at the Base Transaction Price at the end of exclusive sales period. No payable
to the equity method investees or deposits with real estate developers were recorded on the Consolidated Balance Sheets in respect of the deposits
payments or refund transactions directly made by the funds providers to property developers, as the Group is not the obligator for such deposit payments
or the purchase commitment regarding the unsold properties. The Group would enter into separate collaborative agreements (the “Non-Group
Collaborative Agreements”) to set out the basis of sharing of the Base Commission Income and any Sales Incentive Income earned, with the equity
method investees under the Non-Group Commitment Arrangements. And the Group does not commit or guarantee them any minimum return. Also, there
is no limit on the reward that accrues to either the Group or these equity method investees.
Under certain Non-Group Commitment Arrangements entered into amongst the Group, the equity method investees and real estate developers in 2019 and
2020, the equity method investee (i.e. fund provider) has the option to withdraw from the arrangement by paying a penalty to the real estate developer at
any time during the term of the arrangement. The withdrawal penalty is based on either not more than 10% of the total Based Transaction Price of all
properties or not more than 10% of the Based Transaction Price of the unsold properties at the withdrawal date. The Group is not responsible for the
penalty payment. Upon the withdrawal by the fund provider, the Non-Group Commitment Arrangement would be terminated, and the Group would cease
to have the right of exclusive sales. The Group did not enter into any such arrangement during 2021, 2022 and 2023.
Although the Group is responsible to design and execute the overall sales plan as well as managing and directing its Registered Agents to facilitate the
property transactions, the equity method investees do not simply provide financial resources but also participate in these processes through joint
evaluation with the Group about the marketability of the specified properties and their pricing strategy. The Non-Group Collaborative Arrangements are
accounted for under ASC 808 with costs incurred and revenue generated by the Group and the equity method investees reported in their respective
consolidated statements of operations and comprehensive (loss) income. Revenue earned from the real estate developer for property sales contracts with
Non-Group Collaborative Agreements simultaneously entered with equity method investees are presented on a gross basis with the Base Commission
Income and Sales Incentive Income recognized as “Revenue” and the amounts of profit shared with equity method investees recorded in “Cost of
Revenue” in the consolidated statements of operations and comprehensive (loss) income as the Group is deemed to be the principal under these
arrangements.
During the year ended December 31, 2022, the Group earned Sales Incentive Income of RMB4,744 for exclusive sales contracts with Sales Commitment
Arrangements pursuant to which the Group shared RMB960 with the funds providers (including the Group’s equity method investees).
During the year ended December 31, 2023, the Group earned no Sales Incentive Income for exclusive sales contracts with Sales Commitment
Arrangements pursuant to which the Group shared RMB866 with the funds providers (including the Group’s equity method investees).
The Group believes its key management has sufficient knowledge and experience in the relevant real estate markets and has in place adequate process that
guides its selection of projects, negotiation of terms and ongoing monitoring of risks.
F-16
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Prior to entering into a Sales Commitment Arrangement, the Group would assess the marketability of the specified properties, the reasonableness of the
Base Transaction Price and other relevant factors. The Group performs such assessment based on the results of its research activities and other factors
such as the availability of agents’ resources and has determined that the probability of all properties under such arrangements not being sold within the
exclusive sales period is low. The Group believes that the developers enter into such Sales Commitment Arrangement largely due to liquidity
consideration in that it could shorten the cash payback period through the receipts of deposits under the arrangement. Also, such Sales Commitment
Arrangement may provide higher return to the developer when the properties are sold at a price in excess of the Base Transaction price. Therefore, the
Group determines that it is remote that the real estate developers will request the Group, or for Non-Group Commitment Arrangements, the Group’s
equity method investees to purchase the unsold properties at the end of exclusive sales period. Management has concluded such assessment is supported
by the historical experiences where developers agreed to an extended sales period for a few months in those limited instances where certain properties
remained unsold at the end of exclusive sales period.
The Group started entering into the above-mentioned Sales Commitment Arrangements in 2016. For the years ended December 31, 2021, 2022 and 2023,
the Group did not enter into any property sales contracts with real estate developers under Self-Commitment Arrangements, except for the parking space
sale contracts described below. All new property sales contracts with Sales Commitment Arrangement are entered with the property developers and equity
method investees in tri-party agreements under the Non-Group Commitment Arrangements, pursuant to which the Group’s equity method investees,
rather than the Group, are required to pay the deposits directly to the property developers and obliged to purchase any unsold units of properties at the end
of exclusive sales period. In 2021, the Group entered into certain contracts for the sale of parking spaces with real estate developers under Self-
Commitment Arrangements, pursuant to which the Group had advanced the deposits of RMB40,085 to the property developers as of December 31,
2022.The advanced deposits to the property developers were fully collected as of December 31, 2023.
The deposits made by the Group under all the Exclusive Sales Contracts including those under the Self-Commitment Arrangement are recorded as
security deposits with real estate developers, net of allowance for doubtful accounts, under current assets on the Consolidated Balance Sheets. The Group
assesses the recoverability of the deposits with real estate developers based on a combination of factors, including the contractual terms, the developers’
intention in entering into such arrangements as described above, the continuing assessment of the marketability of the properties during the exclusive sales
period and the extended sales period, if any, historical experiences and negotiation results of developers’ action at the end of exclusive sales period, and
the market price of similar properties. An allowance for doubtful accounts against the deposits is recorded when any portion of deposits is considered not
recoverable.
2. Summary of Significant Accounting Policies
(a) Basis of presentation
The Consolidated Financial Statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).
(b) Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of
liabilities in the normal course of business are dependent on, among other things, the Company’s ability to generate cash flows from operations, and the
Company’s ability to arrange adequate financing arrangements.
The Company has experienced recurring losses from operations. As of December 31, 2023, the Company had an accumulated deficit of RMB4,649,428.
For the year ended December 31, 2023, the Company recorded a net loss of RMB93,104 and had negative cash flows from operating activities of
RMB186,118. As of December 31, 2023, the cash and cash equivalents balance was RMB121,733.
F-17
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The Company has prepared a future cash flow forecasts and the management is of the opinion that the Company will have sufficient unrestricted liquidity
for at least the next 12 months from the date of approval of the Consolidated Financial Statements. Among the assumptions made by the management, it is
expected that the Company will continue to reduce its operating expenditure by reducing headcounts and office space. Accordingly, management
concludes that it is appropriate to prepare the financial statements on a going concern basis.
The Company has taken positive actions to speed up the collection of accounts receivable, such as litigation, strict developer credit rating management,
but the effects of these actions may be limited where the developers have already been in severe finance distress. The Company has taken certain actions
and obtained equity financing arrangements (see note 18). The Company also intends to further obtain additional equity or debt financing arrangements;
however, the availability and amount of such funding are not certain. Additionally, the strict macroeconomic regulation on real estate market and the
tightening of mortgage lending activities have negatively impacted the real estate market and heightened the credit risk associated with developers. The
new and resale property transactions are expected to remain vulnerable to macro challenges for an extended period, which may adversely impact the
Company’s ability to raise the financing needed. The accompanying financial statements do not include any adjustments that might be necessary should
the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would
be necessary for the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.
(c) Principles of Consolidation
The accompanying Consolidated Financial Statements include the results of the Company, its subsidiaries, VIE and VIE’s subsidiaries.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the
financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of
directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that
most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the
Company or its subsidiary is the primary beneficiary of the entity.
All intercompany transactions and balances among the Company, its subsidiaries, VIE and VIE’s subsidiaries have been eliminated upon consolidation.
(d) Use of Estimates
The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported
revenues and expenses during the reported period in the Consolidated Financial Statements and accompanying notes. Actual results could differ from
those estimates. Significant accounting estimates include, but not limited to, allowance for accounts, loans and other receivable, realization of deferred
income tax assets, impairment loss for long-term equity investment, impairment loss for equity method investments, goodwill impairment and share-based
compensation. Actual results may differ materially from those estimates, and as such, differences may be material to the consolidated financial statements.
F-18
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(e) Business combinations and noncontrolling interests
The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification
(“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred
to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition
are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date,
irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and
acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is
recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in
the consolidated statements of operations and comprehensive (loss) income. During the measurement period, which can be up to one year from the
acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes
first, any further adjustments are recorded in the consolidated statements of operations and comprehensive (loss) income.
For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly
or indirectly, to the Company. Consolidated net loss in the consolidated statements of operations and comprehensive (loss) income includes net loss
(income) attributable to noncontrolling interests when applicable.
(f) Foreign Currency
The Group’s reporting currency is Renminbi (’‘RMB’’). The functional currency of the Company and the Group’s entities incorporated in the Cayman
Island, British Virgin Islands (’‘BVI’’), and Hong Kong (’‘HK’’) is the United States dollars (’‘US$’’). The functional currency of the Group’s PRC
subsidiaries, VIE and VIE’s subsidiaries is RMB.
Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at
the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the
applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange (loss) gain in the
consolidated statements of operations and comprehensive (loss) income. Total foreign currency exchange differences were a loss of RMB394, a gain of
RMB375 and a gain of RMB333 for the years ended December 31, 2021, 2022 and 2023, respectively.
The financial statements of the Company and the Group’s entities incorporated at Cayman Island, BVI and Hong Kong are translated from the functional
currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other
than earnings (deficit) generated in the current period are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses
are translated into RMB using the average exchange rates for the relevant period. The resulted foreign currency translation adjustments are recorded as a
component of other comprehensive losses in the consolidated statements of operation and comprehensive (loss) income, and the accumulated foreign
currency translation adjustments are recorded as a component of accumulated other comprehensive loss in the consolidated statements of changes in
shareholders’ equity.
(g) Convenience Translation
Translations of certain balances in accompanying Consolidated Financial Statements from RMB into US$ as of and for the year ended December 31, 2023
are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.0999 representing the noon buying rate in The City of
New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 29, 2023. No
representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2023, or
at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying
Consolidated Financial Statements are unaudited.
F-19
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(h) Commitments and Contingencies
In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a
wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss
contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material
loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material, is disclosed.
(i) Cash and Cash Equivalents
Cash and cash equivalents represent demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use, and
which have original maturities of three months or less and are readily convertible to known amounts of cash.
(j) Restricted cash
Restricted cash represents:
i) bank balance of RMB38,811 and RMB14,639 were frozen for lawsuits undergoing with suppliers and brokerage firms as of December 31, 2022 and
2023, respectively. Of the restricted bank balance as of December 31, 2023, RMB3,068 was released in January 2024.
ii) bank balance of RMB747 as of December 31, 2023 was suspended as the restricted deposit for their being idle for a long time, bank balance of
RMB4,956 as of December 31, 2023 was restricted for use by the Group due to the changing of the legal representative of this bank account and bank
balance of RMB1,824 as of December 31, 2023 was restricted for special purpose.
Cash deposits restricted for use over one year after the balance sheet date are classified as non-current assets in the Consolidated Balance Sheets.
(k) Short-term investments
Short-term investments include investments in wealth management products issued by certain banks which are redeemable by the Company at any time.
The wealth management products are either unsecured with variable interest rates or fixed interest rate. The Company measures the short-term
investments at fair value using the quoted subscription or redemption prices published by these banks, with unrealized holding gains or losses, net of the
related tax effect, excluded from earnings and recorded as a separate component of accumulated other comprehensive loss until realized. Realized gains or
losses from the sale of short-term investments are determined on a specific identification basis and are recorded as gain on short-term investments when
earned in the consolidated statements of operations and comprehensive (loss) income.
(l) Accounts Receivable
Accounts receivable mainly represent amounts due from the real estate developers for primary property business and individual customers for secondary
property business upon the completion of their services. Accounts receivables are recorded net of an allowance for doubtful accounts, if any. The Group
considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness
and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The
Group also makes a specific allowance if there is strong evidence indicating that an accounts receivable is likely to be unrecoverable. Accounts receivable
are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group
does not have any off-balance-sheet credit exposure. Allowance of RMB557,073 and RMB614,246 was provided as of December 31, 2022 and 2023,
respectively. Approximately 6% of the Group’s accounts receivable represent output VAT amounts, which are excluded from the Group’s revenues.
F-20
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(m) Loans receivable, net
Loans receivable represents loan originated or purchased by the Group (see note 7). The Group has the intent and the ability to hold such loans for the
foreseeable future or until maturity or payoff. Loans receivable are recorded at unpaid principal balances, net of allowance for loan losses that reflects the
Group’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of personal loans with term period ranging from 30
days to 3 years. In the Consolidated Balance Sheets, loans receivable that mature within the next twelve months from the balance sheet date are included
in “Prepayment and other current assets” while loans receivable that will mature one year after the balance sheet date are included in “Other non-current
assets”.
The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet
date. The allowance is provided based on an assessment performed on a portfolio basis. All loans are assessed collectively depending on factors such as
delinquency rate, size, and other risk characteristics of the portfolio.
The Group writes off loans receivable and the related allowance when management determines that full repayment of such loan is not probable. The
primary factor in making such determination is the estimated recoverable amounts from the delinquent debtor.
As of December 31, 2022 and 2023, loan receivables of RMB17,816 and RMB5,429 were due from the Group’s employees respectively.
(n) Property, equipment and software
Property, equipment and software are stated at cost less accumulated depreciation, amortization and impairment. Property, equipment and software are
depreciated and amortized at rates sufficient to write off their costs less impairment and residual value if any over their estimated useful lives on a
straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter.
The estimated useful lives are as follows:
Category
Buildings
Leasehold improvements
Furniture, office equipment
Motor vehicles
Software
Estimated
useful lives
20 years
2-3 years
3-5 years
3-4 years
2-10 years
Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends the useful lives of property
and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated
depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive (loss) income.
F-21
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(o) Intangible assets
Intangible assets mainly include those intangible assets other than software acquired through business combination. Intangible assets acquired through
business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible
assets arising from business combinations are measured at fair value upon acquisition using valuation techniques such as discounted cash flow analysis
and ratio analysis with reference to comparable companies in similar industries under the income approach. Major assumptions used in determining the
fair value of these intangible assets include future growth rates and weighted average cost of capital. Separately identifiable intangible assets that have
determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:
Category
Non-competed agreements
Trademarks
(p) Goodwill
Estimated useful lives
Over the contracted term of up to 6 years
10 years
Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities
assumed from the acquired entity as a result of the Group’s acquisitions of interests in its subsidiaries. The Group assesses goodwill for impairment in
accordance with ASC 350-20 (“ASC 350-20”), “Intangibles–Goodwill and Other: Goodwill”, which requires that goodwill to be tested for impairment at
the reporting unit level at least annually and more frequently upon the occurrence of certain events, as defined by ASC 350-20.
Prior to the adoption of ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, on January 1, 2022, the Group has the option to first assess
qualitative factors to determine whether it is necessary to perform the two-step test in accordance with ASC 350-20. If the Group believes, as a result of
the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the two-step quantitative
impairment test described above is required. Otherwise, no further testing is required. In the qualitative assessment, the Group considers primary factors
such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. In
performing the two-step quantitative impairment test, the first step compares the carrying amount of the reporting unit to the fair value of the reporting
unit based on either quoted market prices of the ordinary shares or estimated fair value using a combination of the income approach and the market
approach. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired and the Group is not required to
perform further testing. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, then the Group must perform the second step
of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. The fair value of the reporting unit is allocated to its
assets and liabilities in a manner similar to a purchase price allocation in order to determine the implied fair value of the reporting unit goodwill. If the
carrying amount of the goodwill is greater than its implied fair value, the excess is recognized as an impairment loss.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04(“ASU 2017-04”), “Intangibles – Goodwill and Other (Topic 350):
Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a
goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair
value. The Group adopted the ASU 2017-04 on January 1, 2022.
On and after January 1, 2022, the Group performed qualitative and quantitative assessment in accordance with ASU 2017-04, there was no such goodwill
impairment during the years ended December 31, 2022. As triggered by the cease of Beijing Tuqiang Yunxia Technology Limited (“Tuqiang”) business
during the year ended December 31, 2023, the related goodwill of RMB454 was fully impaired during the year ended December 31, 2023 in accordance
with the two-step test of ASC 350-20(see note 10).
F-22
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(q) Equity method investments
The Group accounts for an equity method investment over which it has significant influence but does not own a majority of the equity interest or
otherwise controls and the investments are either common stock or in substance common stock using the equity method. The Group’s share of the
investee’s profit and loss is recognized in the consolidated statements of operations and comprehensive (loss) income.
The Group assesses its equity method investments for other-than-temporary impairment by considering factors as well as all relevant and available
information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings
trends, and other Group-specific information such as financing rounds.
During the year ended December 31, 2023, the Group recognized an impairment loss of RMB15,279 for equity method investments (see note 11).
(r) Long-term equity investments
Long-term equity investments, except those accounted for under the equity method or those that result in the consolidation of the investee, that do not
have readily determinable fair value are measured and recorded at cost, less impairment, with subsequent adjustments for observable price changes in
orderly transactions for identical or similar equity investments of the issuer. Purchased options on these equity investments that are not derivatives are
accounted for in a manner consistent with the accounting for the equity investments that do not have readily determinable fair value.
(s) Impairment loss of non-current assets
Property, plant and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying
value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the
Group evaluates the impairment for the non-current by comparing the carrying value of the assets to an estimate of future undiscounted cash flows
expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than
the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the
assets. No impairment charge of non-current assets was recognized for the year ended December 31, 2023(see note 8 and 9).
(t) Value added taxes
The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of transaction and service is generally subject to VAT at the
rate of 6% and subsequently paid to PRC tax authorities after netting input VAT on purchase of service received. The excess of output VAT over input
VAT is reflected in accrued expenses and other payables, and the excess of input VAT is reflected in Prepayments and other current assets in the
Consolidated Balance Sheets.
(u) Fair Value
Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or a liability.
F-23
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. The three levels of inputs are:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—Unobservable inputs which are supported by little or no market activity.
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach;
(2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions
involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present
value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is
based on the amount that would currently be required to replace an asset.
Financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable,
loans receivable, short-term bank borrowings, accounts payable, customers’ refundable fees, lease liabilities, accrued expenses and other payables. As of
December 31, 2022 and 2023, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these
instruments.
(v) Revenue
In accordance with ASC 606, Revenue from Contracts with Customers, an entity should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To
achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5)
recognize revenue when (or as) the entity satisfies a performance obligation.
Revenues are recorded net of value-added taxes.
Commission income
Through its platforms and services provided by real estate agents registered as a member in the Group’s platform (the “Registered Agents”), the Group
earns commission revenue from real estate developers for sales transactions of primary properties and to a lesser extent from home owners for sales or
rental transactions of secondary properties. For services rendered by the Registered Agents in completing the transactions, the Group pays those the agents
a commission fee. The real estate developers and home owners are collectively referred as the property owners. For each of the property’s transactions,
the Group enters into contracts with the Registered Agents (the “Agents’ Contracts”) and properties owners (the “Properties Sales Contracts”) separately.
As Registered Agents are involved in providing the services to the property owners, the Group considers all the relevant facts and circumstances in
determining whether it acts as the principal or as an agent in these properties transactions in accordance with ASC 606-10.
F-24
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The Group has determined that it is a principal for the following reasons: (1) the Properties Sales Contract and the Agents’ Contract are negotiated and
entered into separately between the Group and the property owners and the Registered Agents, respectively, at the discretion of the Group, and there is no
contractual relationship between the property owners and the Registered Agents; (2) the Group negotiates with the property owners the total commission
fee to be paid by the properties owners. The Group also determines the commission rate payable to the Registered Agents at its discretion without any
involvement of the properties owners; (3) pursuant to the Properties Sales Contracts, the Group is responsible for the sales or leasing of the properties. In
particular, the Group is responsible to undertake the sales and marketing activities it considers necessary to induce potential home purchasers to visit the
sales center of the property and complete the purchase of properties from the real estate developers. The Group is entitled to a pre-determined commission
income upon the signing of the sales agreements between the real estate developers and the home purchasers pursuant to the Properties Sales Contracts.
The Group’s project management team carries out a series of activities including sales data analysis, development of project sales strategy, resources
allocation, assignment of agents, sales and marketing activities, and monitoring of the entire sales process; (4) the Group monitors Registered Agents’
services and provide them with instructions and guidelines in approaching and serving the home purchasers.
Commission income for sales transactions of primary properties and rental transactions for secondary properties are recognized by the Group upon the
signing of the sales and purchase agreements or rental agreements and making the required down payment by the home purchasers or tenants.
Commission income for sales transactions of secondary properties are recognized when the transfer over legal title of ownership of the properties between
the home owners and home purchasers are complete.
The Group also enters into certain arrangements with real-estate developers pursuant to which potential home purchasers may pay the Group a fixed
amount in return for a discount for their purchases of specified properties from the real estate developers. The fees paid by the home purchasers to the
Group are fully refundable before the execution of the sales and purchase agreements between the home purchasers and the real estate developers. For
these transactions, except for the fees received from the home purchasers, the Group is not entitled to any additional commission from the real estate
developers. The Group recognizes commission income in the amount of fees received from the home purchasers when the Group’s services are rendered
upon the execution of the sales and purchase agreements between the home purchasers and the real estate developers. Fees received from home purchasers
in advance of the revenue recognition are recorded as “Customers’ Refundable Fees” (see note 14) on the Consolidated Balance Sheets.
For primary properties transactions, the Group generally earns a fixed commission rate (“Base Commission”) of the pre-determined properties transaction
price (the “Base Transaction Price”) as stated in the Properties Sales Contracts. For certain primary properties transactions, the Group obtains exclusive
sales right from real estate developers to sell the properties for a limited period of time and is required to advance certain amount of deposits. Not all of
the Exclusive Sales Contracts contains Sales Commitment Arrangement as disclosed in note 1. Pursuant to those Exclusive Sales Contracts with Sales
Commitment Arrangement, the Group is permitted to sell the properties in the market at a price above the Base Transaction Price. In addition to the Base
Commission, the Group is entitled to an additional income (the “Sales Incentive Income”), determined at a progressive rate on the excess of the actual
transaction price over the Base Transaction price. Same as Base Commission income, the Sales Incentive Income is also recognized as revenue upon the
signing of the sales and purchase agreements and making the down payment by the home purchasers.
Franchise Income
The Group enters into franchise agreements with certain third party real estate agency companies located in those cities where the Group does not have an
established sales office. Pursuant to these franchise agreements, the Group grants the franchisees with the right to use the Group’s brands, access of
listings in the Group’s platform and other resources in return for a franchise fee. For franchise agreements entered from 2018 onward, franchise fee is
determined at an agreed fixed amount over a period of time and are recognized by the Group on a straight-line basis over the contractual period. During
the years ended December 31, 2021, 2022 and 2023, the Group recognized franchise income of RMB14,208, RMB773 and nil respectively.
F-25
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Financial service income
The Group provides lending financial services to home purchasers, Registered Agents and the Group’s employees who meet the Group’s credit assessment
requirements. Financial services income from loans receivable is recognized using the effective interest rate method.
Other value-added services
Other value-added services are recognized as revenue on a straight-line basis over which the services are rendered, they mainly represent subscription fee
earned by offering Registered Agents with a suite of marketing and business technology products and services for use in a specified period of time so as to
assist them growing and managing their businesses.
Loans facilitation services
Loans facilitation services are recognized as revenue when the relevant loans agreements were signed and the related loans were drawn down by the home
purchasers. Loans facilitation services primarily consists of the services to facilitate the home purchasers, Registered Agents and other market participants
borrowing from the financial institutions in the property transactions.
Parking space transaction facilitating services
Parking space transaction facilitating services are recognized as revenue when services are rendered to facilitate the appointment of real estate agents by
Shanghai Lianlian Digital Technology Co., Ltd. (“Shanghai Lianlian”, known as Shenzhen Jinyiyun Supply Chain Technology Co., Ltd. before
(“Shenzhen Jinyiyun”)), a related party, as agents for Shanghai Lianlian’s parking space transactions. Certain directors and management of the Company
are principal shareholders of Shanghai Lianlian. The Company’s services primarily consist of providing support and information to Shanghai Lianlian to
identify real estate agents in the Company’s platform and introduction of agents for Shanghai Lianlian’s parking space transactions. The service fee is
chargeable to the real estate agent and revenue is recognized upon signing of the relevant agency agreement. No such service income was recognized in
2021, 2022 and 2023.
Parking space sales under the self-commitment arrangement
Parking space sales are recognized as revenue when control of the parking space is transferred to the customer at an amount that reflects the consideration
to which the Group expects to be entitled in exchange for those parking spaces. The control of the parking space transfers at a point in time when the
customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Group has a present right to
a payment and the collection of the consideration is probable.
(w) Cost of Revenue
Cost of revenue primarily consists of agents’ commission, sharing of sales incentive income with fund providers, promotion and operational expenses,
and salaries and benefits expenses that incurred for properties transactions and parking space transaction facilitating services.
(x) Sales and marketing expenses
Sales and marketing expenses mainly consist of salaries and advertising costs, which consist primarily of online and offline advertisements, are expensed
when the services are received.
(y) Product development expenses
Product development expenses primarily consist of salaries and benefits expenses, depreciation of equipment relating to the development of new products
or upgrading of existing products and other expenses for the product activity of the Group. The Group expenses product development expenses as
incurred.
F-26
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(z) General and administrative expenses
General and administrative expenses mainly consist of provision of allowance for doubtful accounts, payroll and related staff costs for corporate
functions, as well as other general corporate expenses such as professional service fee, rental expenses and depreciation expenses for offices and
equipment for use by these corporate functions of the Group.
(aa) Government grants
Government grants represent amounts granted by local government authorities as an incentive for companies to promote economic development of the
local technology industry. Government grants received by the Group were non-refundable and were for the purpose of giving immediate incentive with no
future costs or obligations are recognized in earnings in the Company’s consolidated statements of operations and comprehensive (loss) income.
(bb) Share-based Compensation
Share-based awards granted to the employees and directors in the form of share options are subject to service and performance conditions. They are
measured at the grant date fair value of the awards, and are recognized as compensation expense using the graded vesting method, net of estimated
forfeitures, if and when the Company considers that it is probable that the performance condition will be achieved.
For vested awards, the Group recognizes incremental compensation cost in the period the modification occurs. For awards not being fully vested, the
Group recognizes the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the
remaining requisite service period after modification.
Estimation of the fair market value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a
number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies),
discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks,
the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the
share options is estimated using the Binominal Option Pricing Model. The determination of the fair value of share options is affected by the share price of
the Company’s ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including the expected share price
volatility, risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined with the assistance from a
valuation report prepared by an independent valuation firm using management’s estimates and assumptions.
(cc) Employee Benefits
The Company’s subsidiaries, the VIE and VIE’s subsidiaries in China participate in a government mandated, multi-employer, defined contribution plan,
pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities
incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of
qualified employees. The Group has no further commitments beyond its monthly contribution. The fair value of the employee benefits liabilities
approximates their carrying value due to the short-term nature of these liabilities. Employee social insurance benefits included as expenses in the
accompanying consolidated statements of operations and comprehensive (loss) income amounted to RMB39,173, RMB15,607 and RMB8,130 for the
years ended December 31, 2021, 2022 and 2023, respectively.
F-27
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(dd) Income Tax
Income tax are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
The Company reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-
not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting
period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of
current and cumulative losses, forecasts of futures profitability, the duration of statutory carryforward periods, the Company’s experience with operating
loss and tax credit carryforwards, if any, not expiring.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax
positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the
period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in income tax expense and penalties in
general and administrative expenses.
(ee) Leases
On January 1, 2022, the Group adopted FASB ASC Topic 842, “Leases,” (“ASC Topic 842”) which requires that a lessee recognize in the consolidated
balance sheet a lease liability and a corresponding right-of-use asset, including for those leases that the Group currently classifies as operating leases. The
right-of-use asset and the lease liability was initially measured using the present value of the remaining lease payments. ASC Topic 842 was implemented
using a modified retrospective approach which resulted in no cumulative-effect adjustment in the opening balance of retained earnings as of January 1,
2022. As a result, the consolidated balance sheet prior to January 1, 2022 was not restated and continues to be reported under FASB ASC Topic 840,
“Leases,” (“ASC Topic 840”), which did not require the recognition of a right-of-use asset or lease liability for operating leases. As permitted under ASC
Topic 842, the Group adopted the following practical expedients: (1) not to reassess whether an expired or non-lease contract that commenced before
January 1, 2022 contained an embedded lease, (2) not to reassess the classification of existing leases, (3) not to determine whether initial direct costs
related to existing leases should be capitalized under ASC Topic 842, and (4) not to separate lease and non-lease components.
The Group reviews all relevant contracts to determine if the contract contains a lease at its inception date. A contract contains a lease if the contract
conveys to the Group the right to control the use of an underlying asset for a period of time in exchange for consideration. If the Group determines that a
contract contains a lease, it recognizes, in the consolidated balance sheets, a lease liability and a corresponding right-of-use asset on the commencement
date of the lease. The lease liability is initially measured at the present value of the future lease payments over the lease term using the rate implicit in the
lease or, if not readily determinable, the Group’s secured incremental borrowing rate. A right-of-use asset is initially measured at the value of the lease
liability minus any lease incentives and initial direct costs incurred plus any prepaid rent.
Each lease liability is measured using the Group’s secured incremental borrowing rate, which is based on an internally developed yield curve using
interest rates of debt issued with a similar risk profile as the Group and a duration similar to the lease term. The Group’s leases have remaining terms of
one to three years, and some of which include options to terminate the lease upon notice. The Group considers these options when determining the lease
term used to calculate the right-of-use asset and the lease liability when the Group is reasonably certain it will exercise such option.
F-28
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The Group’s operating leases contain both lease components and non-lease components. Non-lease components are distinct elements of a contract that are
not related to securing the use of the underlying assets, such as common area maintenance and other management costs. The Company elected to measure
the lease liability by combining the lease and non-lease components as a single lease component. As such, the Company includes the fixed payments and
any payments that depend on a rate or index that relate to the lease and non-lease components in the measurement of the lease liability. Some of the non-
lease components are variable in nature and not based on an index or rate, and as a result, are not included in the measurement of the right-of-use assets or
lease liability.
Operating lease expense is recognized on a straight-line basis over the lease term and is included in rental and other related expenses in the Group’s
consolidated statements of operations and comprehensive (loss) income.
All of the Group’s leases are classified as operating leases and primarily consist of real estate leases for corporate offices. As a result of the adoption, the
Group recognized approximately RMB385 of right-of-use assets and corresponding lease liabilities respectively on the consolidated balance sheets as of
January 1, 2022. The adoption had no impact on the Group’s opening balance of retained earnings as of January 1, 2022. The Group’s lease agreements do
not contain any residual value guarantees, restrictions or covenants.
(ff) Loss per Share
Basic loss per share is computed by dividing net loss attributable to ordinary shareholders, considering the accretions to redemption value and the deemed
dividend of the preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the
two-class method, any net income is allocated between ordinary shares and other participating securities based on their participating rights. A net loss is
not allocated to participating securities when the participating securities does not have contractual obligation to share losses.
The Company’s preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. The preferred shares
has no contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to
the ordinary shares and preferred shares; whereas any undistributed net loss is allocated to ordinary shares only.
Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income
related to the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period.
Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares and convertible loan using the if-converted method, and
ordinary shares issuable upon the vest of restricted ordinary shares or exercise of outstanding share option (using the treasury stock method). Ordinary
equivalent shares are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary
equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.
(gg) Segment Reporting
The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions
about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Group’s
Chief Executive Officer and management personnel do not segregate the Group’s business by service lines. All service categories are viewed as in one
and the only operating segment.
F-29
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(hh) Statutory Reserves
The Group’s subsidiaries, VIE, and VIE’s subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve
funds.
In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly foreign
owned enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC
(’‘PRC GAAP’’)) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The
appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not
required if the general reserve fund has reached 50% of the registered capital of the Group.
In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIE’s subsidiaries, registered as Chinese domestic companies, must make
appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and
discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP.
Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the Group. Appropriation to the discretionary
surplus fund is made at the discretion of the Group.
The general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied
to offset losses or increase the registered capital of the respective entity. The staff bonus and welfare fund are liability in nature and is restricted to make
payment of special bonuses to employees and for the collective welfare of employees. None of these reserves is allowed to be transferred to the Group by
way of cash dividends, loans or advances, nor can they be distributed except under liquidation.
For the years ended December 31, 2021, 2022 and 2023, no appropriation was made to the general reserve fund by the Group’s wholly foreign owned
PRC subsidiaries, and no appropriation was made to the statutory surplus fund by the Group’s VIE and VIE’s subsidiaries, respectively. No appropriation
has been made by these companies to discretionary funds.
F-30
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(ii) Recent Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and contract
liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal
years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to
business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Group is currently evaluating the
impact of the new guidance on the consolidated financial statements.
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity
security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account,
recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale
restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings
and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15 December 2023, including interim periods within those
fiscal years. Early adoption is permitted. The Group does not expect that the adoption of this guidance will have a material impact on the financial
position, results of operations and cash flows.
In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in
ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The
amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for
all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this
guidance did not have a material impact on its financial position, results of operations and cash flows.
In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The Board is issuing the
amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate
reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these
disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax
legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and
(3) identify potential opportunities to increase future cash flows. The Board decided that the amendments should be effective for public business entities
for annual periods beginning after December 15, 2024.
3. Concentration and Risk
Concentration of customers
There are no customers from whom revenue individually represent more than 10% of the total revenue of the Group for the years ended December 31,
2021, 2022. For the year ended December 31, 2023, the Group adjusted the new property business scale and took actions to cease business cooperation
with high credit risk developers to avoid further losses due to continuous downturn of real estate transactions market, which resulted in a significant
increase of the percentage of two good credit developers’ revenue to the total revenue of the Group being more than 10%, with the percentage to be 32%
and 14%, respectively.
Concentration of credit risk
Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-
term investments, accounts receivable, loans receivable and security deposit with real estate developers included under prepayments and other current
assets.
As of December 31, 2021, 2022 and 2023, substantially all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held
by reputable financial institutions, located in the PRC and Hong Kong, which management believes are of high credit quality and financially sound based
on public available information.
F-31
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Accounts receivable are typically unsecured and are primarily derived from revenue earned from real estate developers. Security deposits with real estate
developers are also unsecured and are the advance payment to real estate developers to obtain the exclusive selling right under Exclusive Sales Contracts
without Sales Commitment Arrangements (see note 1). The risk with respect to accounts receivable and security deposit with real estate developers are
managed by credit evaluations the Group performs on its customers and its ongoing monitoring of outstanding balances.
The Group is exposed to default risk on its loans receivable. The Group assesses the allowance for credit loss related to loans receivable on a quarterly
basis, either on an individual or collective basis.
Cash concentration
Cash and cash equivalents and restricted cash mentioned below maintained at banks consist of the following:
RMB denominated bank deposits with:
Financial Institutions in the PRC
HKD denominated bank deposits with:
Financial Institutions in the Hong Kong
U.S. dollar denominated bank deposits with:
Financial Institutions in the Hong Kong
Financial Institutions in the PRC
As of December 31,
2022
RMB
2023
RMB
114,589
58,395
334
628
57,421
10,401
74,552
10,324
The bank deposits with financial institutions in the PRC are insured by the government authority for up to RMB500,000. The bank deposits with financial
institutions in Hong Kong are insured by the government authority for up to HK$500,000. The Company has not experienced any losses in uninsured
bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit exposure to credit risk, the Company
primarily places bank deposits with large financial institutions in the PRC and Hong Kong.
Currency risk
The Group’s operational transactions and its assets and liabilities are primarily denominated in RMB, which is not freely convertible into foreign
currencies. The value of RMB is subject to changes in central government policies and international economic and political developments that affect the
supply and demand of RMB in the foreign exchange market. In the PRC, certain foreign exchange transactions are required by law to be transacted only
by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances from China in currencies other than
RMB by the Group must be processed through the PBOC or other China foreign exchange regulatory bodies and require certain supporting
documentation in order to execute the remittance.
Interest rate risk
The Group’s short-term bank borrowings bear interests at fixed rates. If the Group were to renew these loans upon maturity and the related banks only
agree to offer variable rate for such renewal, the Group might then be subject to interest rate risk.
F-32
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
4. Fair value measurement
The following table sets forth the Group’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value
hierarchy:
December 31, 2022
Assets
Short-term investments
-Wealth management products
Total Assets
December 31, 2023
Assets
Short-term investments
-Wealth management products
Total Assets
Level 1
Inputs
RMB
Level 2
Inputs
RMB
Level 3
Inputs
RMB
Balance at
Fair Value
RMB
—
—
2,000
2,000
—
—
2,000
2,000
Level 1
Inputs
RMB
Level 2
Inputs
RMB
Level 3
Inputs
RMB
Balance at
Fair Value
RMB
—
—
15,312
15,312
—
—
15,312
15,312
The Group values its investments in wealth management products issued by certain banks using quoted subscription or redemption prices published by
these banks, and accordingly, the Group classifies the valuation techniques that use these inputs as level 2.
The Group’s short-term investments as of December 31, 2022 and 2023 were acquired close to the year-end dates and can be instantly redeemed or mature
within one month.
There have no transfers between level 1, level 2 and level 3 categories.
5. Lease
The following table presents balances reported in the consolidated balance sheets related to the Group’s leases:
Right-of-use assets
Lease liabilities
As of
December 31,
2022
RMB
As of
December 31,
2023
RMB
2,207
2,035
183
140
The following table presents operating lease cost reported in the consolidated statements of operations and comprehensive (loss) income related to the
Group’s leases:
Operating lease cost
Short-term lease cost
Total
F-33
As of
December 31,
2022
RMB
As of
December 31,
2023
RMB
714
7,821
8,535
1,170
4,691
5,861
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The following table reconciles the undiscounted cash flows of the Group’s leases as of December 31, 2022 and December 31, 2023 to the present value of
its operating lease payments:
2023
2024
2025
2026
Total undiscounted operating lease payments
Less: imputed interest
Present value of lease liabilities
As of
December 31,
2022
RMB
As of
December 31,
2023
RMB
1,295
804
—
—
2,099
(64)
2,035
—
114
19
10
143
(3)
140
As of December 31, 2023, the weighted-average remaining lease term on these leases is approximately two years and the weighted-average discount rate
used to measure the lease liabilities is approximately 3.56%. For the year ended December 31, 2023, the operating lease cost was RMB1,170, including
the amortization expenses of right-of-use assets RMB1,118 and the interest expenses of lease liabilities RMB52.
6. Accounts receivable, net
Accounts receivable consist of the following:
Accounts receivable from real estate developers
Accounts receivable from individual customers
Less: allowance for doubtful accounts
Accounts receivable, net
As of December 31,
2022
RMB
1,023,787
4,283
1,028,070
(557,073)
470,997
2023
RMB
927,973
911
928,884
(614,246)
314,638
As of December 31, 2022 and 2023, the Group pledged accounts receivable from real estate developers of RMB44,889 and nil as security for bank loans
of RMB30,000 and nil respectively (see note 13).
The following table presents the movement of allowance for doubtful accounts for the years ended December 31, 2021, 2022 and 2023.
Balance at the beginning of the year
Provision (Reversal) for the year
Write-off
Balance at the end of the year
The provision of allowance for doubtful accounts was included in general and administrative expenses.
F-34
2021
RMB
As of December 31,
2022
RMB
210,146
500,336
(314)
710,168
710,168
(82,825)
(70,270)
557,073
2023
RMB
557,073
57,423
(250)
614,246
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
7. Prepayments and other assets, net
Loans receivable, net
Security deposits with real estate developers, net
Rental and other deposits, net
Other receivables
Prepayments and other assets, net
Current Portion
Total prepayments and other assets, net
(1) Loans receivable, net
Secured loans
Unsecured loans
Less: allowance for doubtful loans
Loans receivable, net
Current Portion
Total loans
(1)
(2)
(3)
As of December 31,
2022
RMB
2023
RMB
25,988
66,978
5,672
93,358
191,996
191,996
191,996
8,877
19,345
3,836
94,667
126,725
126,725
126,725
As of December 31,
2022
RMB
2023
RMB
12,070
21,562
33,632
(7,644)
25,988
25,988
25,988
6,719
6,924
13,643
(4,766)
8,877
8,877
8,877
As of December 31, 2022 and 2023, loans receivable are primarily personal loans made to home purchasers, home owners, Registered Agents and the
Group’s employees. These loans have an original term from 30 days to 3 years and carry interest rates between 4.4%~13.2% per annum.
On December 25, 2017, the Group entered into a one-year arrangement with an independent third party trust, under which the Group would refer home
owners on their platform to obtain personal loans from the trust. The Group is entitled to a loan facilitation fee ranging from 0.8% to 4% of the amounts of
completed loan transactions. The personal loans are secured by the homeowners’ properties. The Group provided guarantee on the principal and interest
repayment of the loans to the trust and committed to purchase all the unpaid loans principal and accrued interests due from the homeowners upon the end
of the arrangement on December 25, 2018. On December 25, 2018, the Group purchased from the trust, pursuant to the arrangement, unpaid secured loans
at a consideration of RMB21,424, determined based on the outstanding principal and interest payable by the homeowners. These loans have been
recorded in secured loans receivable of RMB12,070 and RMB6,719 on the consolidated balance sheet as of December 31, 2022 and 2023, with an
allowance for doubtful loans of RMB5,347 and RMB3,268, respectively.
In June 2021, the Group lent aggregately RMB45,000 to certain real estate agent companies in Shenzhen, Suzhou and Shanghai at annual interest rate of
6.48% with repayment terms of 12 months. As of December 31, 2021, the Group determined the remaining balance of the loans of RMB25,000 was not
recoverable and full provision of allowance for doubtful accounts was made. As of December 31, 2022, the remaining balance of the loans was fully
collected and the Group reversed the previous provision of allowance for doubtful accounts of RMB25,000.
F-35
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The following table sets forth the movement in the allowance for doubtful loans for the years ended December 31, 2021, 2022 and 2023:
Balance at the beginning of the year
Provision (reversal) for the year
Written-offs
Balance at the end of the year
2021
RMB
As of December 31,
2022
RMB
2023
RMB
4,997
26,697
—
31,694
31,694
(20,179)
(3,871)
7,644
7,644
1,702
(4,580)
4,766
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs
periodic evaluation of the adequacy of the allowance. The allowance is based on the Group’s loan loss history, known and inherent risks in the portfolio,
adverse situations that may affect the borrower’s ability to repay, composition of the loan portfolio, current economic conditions and other relevant
factors. The allowance is calculated at portfolio-level since the loans portfolio is typically of smaller balance homogenous loans and is collectively
evaluated for impairment. In estimating the allowance of the loan portfolio, the Group also considers qualitative factors such as current economic
conditions and/or events in specific industries and geographical areas, including unemployment levels, trends in real estate values, peer comparisons, and
other pertinent factors such as regulatory guidance.
The following table sets forth the aging of loans receivable as of December 31, 2022 and 2023.
1-29 days past Due
30-89 days past Due
Over 90 days past Due
Total past Due
Current
Total loans
(2) Security deposits with real estate developers, net
Security deposits with real estate developers under Exclusive Sales Contract
- Without Sales Commitment Arrangement
- With Sales Commitment Arrangement
Less: Allowance for doubtful accounts
Security deposits with real estate developers, net
As of December 31,
2022
RMB
2023
RMB
3,000
200
20,828
24,028
9,604
33,632
2,847
—
10,796
13,643
—
13,643
As of December 31,
2022
RMB
2023
RMB
98,066
40,085
138,151
(71,173)
66,978
90,623
—
90,623
(71,278)
19,345
An allowance for doubtful accounts of RMB71,173 was made against the deposits under Exclusive Sales Contract without Sales Commitment
Arrangement which were considered not recoverable during the year ended December 31, 2022.
An allowance for doubtful accounts of RMB71,278 was made against the deposits under Exclusive Sales Contract without Sales Commitment
Arrangement which were considered not recoverable during the year ended December 31, 2023.
The following table sets forth the movement in the allowance for doubtful security deposits with real estate developers for the years ended December 31,
2022 and 2023:
Balance at the beginning of the year
Provision for the year
Written-offs
Balance at the end of the year
F-36
As of December 31,
2022
RMB
2023
RMB
60,975
10,380
(182)
71,173
71,173
105
—
71,278
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(3) Rental and other deposits, net
Rental and other deposits
Less: Allowance for doubtful accounts
Rental and other deposits, net
As of December 31,
2022
RMB
2023
RMB
9,656
(3,984)
5,672
7,795
(3,959)
3,836
As of December 31, 2023, an allowance of doubtful accounts of RMB3,959 (2022: RMB3,984) was mainly recognized against rental and other deposits
subsequent to cease of Yuancui business.
The following table sets forth the movement in the allowance for doubtful rental and other deposits for the years ended December 31, 2022 and 2023:
Balance at the beginning of the year
Written-offs
Balance at the end of the year
(4) Other receivables
As of December 31,
2022
RMB
2023
RMB
12,395
(8,411)
3,984
3,984
(25)
3,959
The following table sets forth the movement in the allowance for other receivables for the years ended December 31, 2022 and 2023:
Balance at the beginning of the year
Provision for the year
Written-offs
Balance at the end of the year
8. Property, equipment and software, net
Buildings
Leasehold improvements
Furniture and office equipment
Motor vehicles
Software
Total Property, equipment and software
Less: Accumulated depreciation and amortization
Impairment loss
Total Property, equipment and software, net
As of December 31,
2022
RMB
2023
RMB
—
142,060
(142,060)
—
—
—
—
—
As of December 31,
2022
RMB
2023
RMB
2,594
57,162
2,738
1,633
4,699
68,826
(58,147)
(7,642)
3,037
1,158
46,310
2,547
1,357
3,245
54,617
(52,798)
—
1,819
Depreciation and amortization expenses were RMB5,929, RMB2,744 and RMB697 for the years ended December 31, 2021, 2022 and 2023, respectively.
Impairment loss represents the carrying amounts of property, equipment and software relating to the business of Shanghai Yuancui Information
Technology Co., Ltd. (“Yuancui”) which was ceased during the year ended December 31, 2021(see note 22). The related property, equipment and
software were disposed through Yuancui’s bankruptcy liquidation during the year ended December 31, 2023.
F-37
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
9.
Intangible assets, net
Non-competed agreements
Trademarks
Total intangible assets
Less: Accumulated amortization
Impairment loss
Total intangible assets, net
As of December 31,
2022
RMB
2023
RMB
6,740
1,070
7,810
(2,158)
(5,652)
—
—
—
—
—
—
—
During the year ended December 31, 2020, the Company acquired intangible assets amounting to RMB7,810 in connection with the acquisition of
Yuancui, which were measured at fair value upon acquisition. The amortization expenses were RMB1,766, nil and nil, for the years ended December 31,
2021, 2022 and 2023, respectively. Yuancui business ceased during the year ended December 31, 2021 (see note 22), and the intangible assets were fully
impaired accordingly. The related intangible assets were disposed through Yuancui’s bankruptcy liquidation during the year ended December 31, 2023.
10. Goodwill, net
Balance as of January 1, 2022
Additions
Balance as of December 31, 2022
Impairment loss
Balance as of December 31, 2023
Amount
RMB
—
454
454
(454)
—
In March 2022, the Group acquired a 78% equity interest in Tuqiang. The excess of total consideration over net assets was recorded as goodwill which
amounted to RMB454 at the acquisition date (See note 22). Tuqiang business was ceased during the year ended December 31, 2023 (see note 22) and the
related goodwill was fully impaired.
11. Equity method investment, net
Balance as of January 1, 2021
Additions
Share of results
Return of capital
Impairment losses
Disposal
Balance as of December 31, 2021
Additions
Share of results
Return of capital
Impairment losses
Balance as of December 31, 2022
Share of results
Return of capital
Impairment losses
Balance as of December 31, 2023
468,598
84,566
(47)
(50,088)
(187,329)
(58,578)
257,122
33,154
(2,020)
(19,547)
(62,623)
206,086
442
(45,553)
(15,279)
145,696
During the years ended December 31, 2021, 2022 and 2023, the Group made certain equity method investments. The Group does not have controlling
financial interests over these investees, but it has ability to exercise significant influence over their financial and operating polices.
In connection with the Sales Commitment Arrangements as described in note 1, the Group invested into certain limited partnerships as a limited partner.
The Group has determined that given the design of these limited partnerships, they are considered to be unconsolidated VIEs and the Group is not
considered to be the primary beneficiary, as further described below.
F-38
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
During the years ended December 31, 2021, 2022 and 2023, the limited partnerships were either involved in or invested by the Group for the purpose of
the Sales Commitment Arrangements as a fund provider, details of which are disclosed in note 1. Under these arrangements, an initial deposit is required
to be paid to the real estate developers prior to the commencement of the exclusive sales period. The limited partnerships are designed such that the
investors (including the Group) would make their respective initial equity capital payments based on the initial deposit requirements. The investors are
committed to provide additional capital funding in several tranches based on a funding schedule prepared considering of the forecast sale plan and actual
progress of properties sales throughout the exclusive sale period.
The Group has determined that the total equity investment at risk of these limited partnerships is limited to the capital injected in these limited
partnerships and does not include the commitments of the partners to contribute additional equity as the funding commitments are not reported as equity
in the balance sheet of the limited partnerships. Capital investments of the partners are the only source of funding of these limited partnerships. In
addition, the amount of paid-up capital at inception is limited to the funding requirements for the initial stage of the project. The Group has determined
that the limited partnerships are VIEs as their total equity investments at risk are not considered to be sufficient to permit the limited partnerships to
finance their activities without additional subordinated financial support.
To determine whether the Group is the primary beneficiary of these limited partnerships, the Group has evaluated whether it has both
(i)
the power to direct the activities of the limited partnerships that most significantly impact their economic performance; and
(ii) the obligation to absorb losses of, or the right to receive benefits from, the limited partnerships that could potentially be significant to these entities.
The Group determined that the activities that most significantly impact the economic performance of the limited partnerships include: (i) selecting real
estate projects, (ii) negotiating the terms of sale commitment arrangement, (iii) monitoring the progress of property sales and (iv) for the limited
partnerships under Non-Group Commitment Arrangements as described in note 1, managing the disposal of unsold properties, if any, at the end of the
sales period that the limited partnerships are required to purchase from the property developer.
Based on these activities that the Group considered to be most significant, the Group evaluated who has the power to direct them beginning with an
assessment of the parties involved in the ownership and governance structure of these limited partnerships. In this regard, each of the limited partnerships
is sponsored by an investor that is unrelated to the Group. The investments of the sponsoring investor in the limited partnerships are generally in the form
of both limited partnership interest and general partnership interest, with these partnership interests being held by two or more of the sponsoring
investor’s-controlled subsidiaries. Under the limited partnership agreement, the general partner can make key management decisions for the limited
partnership. In addition, the Group does not have any kick-out right or the unilateral ability to exercise any substantive participating rights. Accordingly,
the Group has determined that the power to direct the activities that most significantly impact the economic performance rests with the general partner and
the other limited partners that are all under the common control of the sponsoring investor.
The Group’s obligation to absorb losses of, or the right to receive benefits from, the limited partnerships are limited to its committed capital investments
or its rights to receive sharing of profit from the limited partnerships based on its proportionate share of the capital contributions.
Based on the analysis above, as the Group does not have the power to direct the activities of limited partnerships that most significantly impact their
economic performance, the Group has concluded it is not the primary beneficiary of the limited partnerships established in connection with the Sales
Commitment Arrangements. The Group determined that it has significant influence over these limited partnerships and therefore has accounted for its
investments under the equity method.
F-39
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The Group considers, as a limited partner, that its maximum exposures to the losses from the limited partnerships are the maximum loss that could
potentially be recorded through earnings in future periods as a result of its investments and other variable interests in the limited partnerships, regardless
of the probability of the losses actually occurring. The Group’s maximum exposures to the losses from the limited partnerships as of December 31, 2022
and 2023 are set out below, which represent the aggregated amounts of the carrying amounts of the investments in limited partnerships and the maximum
amount of additional capital commitments as stipulated in the respective partnership deeds. The Group does not have any other obligation or commitment
to provide any guarantee, loan or other financial support to the limited partnerships.
Balance as of December 31, 2022
Balance as of December 31, 2023
Impairment loss
Aggregated
carrying
amount
(before
impairment
loss) of the
limited
partnerships
RMB
Maximum
amount of
additional
Capital
commitment
(Note 23)
RMB
Maximum
exposures to
the losses of
the limited
partnerships
RMB
454,803
410,928
300,019
278,012
754,822
688,940
In considering current property market conditions and the operating performance of the limited partnerships, the Group recognized other-than-temporary
impairment loss of RMB62,623 to the investment in Ningbo Meishan Yunde Investment Limited Partnership (“Yunde”) and Ningbo Meishan Muju
Investment Limited Partnership (“Muju”) during the year ended December 31, 2022 and of RMB15,279 to the investment in Ningbo Meishan Jiuchuan
Investment Limited Partnership (“Jiuchuan”), Ningbo Meishan Jiushi Investment Limited Partnership (“Jiushi”), Ningbo Meishan Jiuzhen Investment
Limited Partnership (“Jiuzhen”), Shenzhen Jiaxinda No.3 Investment Limited Partnership (“Jiaxinda”) and Shanghai Gefei Chengyun Investment Center
Limited Partnership (“Gefei Chengyun”) during the year ended December 31, 2023.
Disposal
During the year ended December 31, 2021, the other investors of Ningbo Meishan Deyu Investment Limited Partnership (“Deyu”) and Ningbo Meishan
Jiuyi Investment Limited Partnership (“Jiuyi”) withdrew all their capital invested after completing the properties sales projects. The Group became the
sole investor of Deyu and Jiuyi, which have been accounted for as consolidated subsidiaries of the Group (see note 22). Deyu was cancelled in September,
2022.
F-40
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The following equity method investees were either involved in or invested by the Group for the purpose of the Sales Commitment Arrangements as a fund
provider or other transactions, details of which are disclosed in note 1. The Group’s effective interests to the equity method investees as of December 31,
2022 and 2023 are as below:
Name of the limited partnerships
Gefei Chengyun
Ningbo Meishan Jiushen Investment Limited Partnership (“Jiushen”)
Tibet Shiguan Business Management Limited Partnership (“Shiguan”)
Jiuchuan
Ningbo Meishan Decheng Investment Limited Partnership (“Decheng”)
Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshutianye”)
Yiwu Longshu Qianli Investment Management Limited Partnership (“Longshuqianli”)
Jiuyi
Jiuzhen
Yunde
Ningbo Meishan Deyan Investment Limited Partnership (“Deyan”)
Ningbo Meishan Detong Investment Limited Partnership (“Detong”)
Ningbo Meishan Derong Investment Limited Partnership (“Derong”)
Jiushi
Ningbo Meishan Qixing Management Limited Partnership (“Qixing”)
Shanghai Ruokun Management Limited Partnership (“Ruokun”)
Deyu
Hangzhou Honggeng Investment Limited Partnership (“Honggeng”)
Jiaxinda
Shanghai Fangjin Management Limited Partnership (“Fangjin”）
Muju
Name of other equity method investees
Shenzhen Chenji Zhaozhao Technology Co., Ltd(“Chenji Zhaozhao”)
Shanghai Tinghaozhu Space Design Co., Ltd(“Tinghaozhu Space”)
As of December 31,
2022
2023
20%
12%
27.6%
10%
2%
26%
16%
—*
20%
20%
20%
40%
37%
40%
15.7%
20%
—*
20%
10%
49%
30%
30%**
40%**
20%
12%
—***
10%
—***
26%
—***
—*
—***
20%
20%
40%
37%
40%
15.7%
—***
—*
—***
10%
—***
—***
—***
—***
* During the year ended December 31, 2021, the Group became the sole investor of Deyu and Jiuyi. Therefore, Deyu and Jiuyi become consolidated
subsidiaries of the Group (see note 22).
** During the year ended December 31, 2022, the Group invested the Chenji Zhaozhao and Tinghaozhu Space, both of which the Group does not have
controlling financial interests over these investees, but has ability to exercise significant influence over their financial and operating polices accouting for
30% and 40% of their total equity, respectively.
*** During the year ended December 31, 2023, the Group fully disposed its equity interests in the Shiguan, Decheng, Longshuqianli, Jiuzhen, Ruokun,
Honggeng, Fangjin, Muju, Tinghaozhu Space and Chenji Zhaozhao through company cancellation or share transference.
F-41
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
During the years ended December 31, 2021, 2022 and 2023, the Group made additional investments into these equity method investments and received
return of capital from these equity method investments, details of which are summarized below:
Name of the limited partnerships
Jiushen
Jiuchuan
Longshutianye
Jiuzhen
Yunde
Deyan
Detong
Derong
Jiushi
Jiaxinda
Fangjin
Muju
2021
Return of
Capital
Investments
RMB
capital
RMB
For the Year Ended December 31,
2022
Return of
Capital
Investments
RMB
capital
RMB
Capital
Investments
RMB
2023
Return of
22,000
—
—
—
4,690
—
—
20,000
500
—
490
36,886
(3,455)
(2,800)
(1,666)
(1,826)
(6,862)
(1,300)
(48)
—
(31,371)
(458)
—
(302)
6,350
—
—
—
—
—
—
—
—
—
—
23,814
(18,500)
—
—
(414)
—
—
—
(1)
—
—
(234)
(398)
—
—
—
—
—
—
—
—
—
—
—
—
capital
RMB
(9,850)
—
(663)
—
—
(200)
—
—
(32,650)
—
—
—
Name of other equity method investees
Chenji Zhaozhao
Tinghaozhu Space
Total
—
—
84,566
—
—
(50,088)
2,190
800
33,154
—
—
(19,547)
—
—
—
(2,190)
—
(45,553)
F-42
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Summary of combined unaudited financial information for these equity method investees as of and for the years ended December 31, 2022 and 2023 are
presented below:
Balance sheet data:
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Equity
Total liabilities and shareholders’ equity
Operating data:
Revenue
Operating (loss)/income
Net (loss)/income
12. Long-term equity investment, net
As of December 31,
2022
RMB
2023
RMB
854,415
171,618
1,026,033
226,849
226,849
799,184
1,026,033
522,025
78,290
600,315
72,210
72,210
528,105
600,315
For the year ended December 31,
2022
RMB
2021
RMB
2023
RMB
4,094
(4,253)
(3,994)
5,569
(14,412)
(14,093)
13
1,188
1,448
In accordance with the Capital Injection and Share Transfer Agreement entered between the Group, Chengdu Haofangtong Technology Corporation
Limited (“Haofangtong”) and the existing shareholders of Haofangtong dated July 7, 2018, the Group agreed to acquire 26% equity interests of
Haofangtong by (1) subscribing 4,029,543 newly issued shares (the “New Share Issuing”), which represents 7% equity interests of Haofangtong, with a
consideration of RMB56,000 (2) an option to purchase 10,937,339 shares, representing 19% equity interests of Haofangtong after New Share Issuing,
from the existing shareholders for RMB32,000 if Haofangtong and the existing shareholders of Haofangtong fulfill certain conditions under the
agreement. Haofangtong’s principle activities are the development and sales of Enterprise Resource Planning (“ERP”) system for real estate agents.
On September 5, 2018, the Group completed the transaction of subscripting 4,029,543 newly issued shares of Haofangtong. Management has determined
that the consideration paid of RMB56,000 represents the cost of (i) 7% equity interests of Haofangtong and (ii) a purchase option in respect of an
additional 19% equity interests of Haofangtong from the existing shareholders for RMB32,000. The total consideration paid is allocated to the 7% equity
interest and the purchase option, based on the valuation report prepared by an independent valuation firm.
The Group has determined that it does not have significant influence in Haofangtong and that there is no readily determinable fair value of Haofangtong’s
shares. The investments in the 7% equity interests and the purchase option on additional equity interests are measured at their respective allocated costs,
less impairment, with subsequent adjustments for observable price changes.
In December 2019, the Group determined that the decline in the fair value of the equity investments in Haofangtong, including the purchase option of
additional equity interests, was other than temporary and an impairment loss of RMB16,000 was recorded in the consolidated statements of operations
and comprehensive (loss) income for the year ended December 31, 2019. The fair value is based on the valuation report prepared by an independent
valuation firm.
No impairment or adjustment for observable price changes on such investments was recognized for the year ended December 31, 2020.
F-43
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
In December 2021, the Group determined a further decline in the value of the equity investments in Haofangtong was other than temporary and an
impairment loss of RMB26,000 was recorded in the consolidated statements of operations and comprehensive (loss) income for the year ended December
31, 2021, with the estimated fair value determined by management based on the valuation report prepared by an independent valuation firm.
In December 2022, the Group determined a further decline in the value of the equity investments in Haofangtong was other than temporary and an
impairment loss of RMB8,000 was recorded in the consolidated statements of operations and comprehensive (loss) income for the year ended December
31, 2022, with the estimated fair value determined by management.
In December 2023, the Group determined a further decline in the value of the equity investments in Haofangtong was other than temporary and an
impairment loss of RMB3,000 was recorded in the consolidated statements of operations and comprehensive (loss) income for the year ended December
31, 2023, with the estimated fair value determined by management.
13. Short-term bank borrowings
Secured bank loans
Short-term borrowing
As of December 31,
2022
RMB
2023
RMB
72,500
72,500
—
—
The weighted average interest rates of bank loans as of December 31, 2022 and 2023 are 6.6% and 4.8%, respectively. The details of security and
guarantee of bank loans as of December 31, 2022 and 2023 are as below.
In July 2021, the Group borrowed a one-year loan of RMB100,000 from Zhejiang Chouzhou Commercial Bank at annual interest rate of 7.50%. The loan
was secured by real estate owned by one of equity method investment of the Company, Jiushi (see note 23) and real estate owned by Suzhou Chaxiaobai.
The spouse of a shareholder of the Company is the controlling shareholder of Suzhou Chaxiaobai (see note 23). In December 2021, the Group repaid
RMB15,400 among the loan from Zhejiang Chouzhou Commercial Bank borrowed in 2021. In July 2022, the Group fully repaid the remaining balance of
a one-year loan of RMB100,000 from Zhejiang Chouzhou Commercial Bank of RMB84,600.
In September 2022, the Group borrowed a 11-month loan of RMB42,500 from Zhejiang Chouzhou Commercial Bank at annual interest rate of 7.50%.
The loan was secured by real estate owned by one of equity method investment of the Company, Jiushi (see note 24) and real estate owned by Suzhou
Chaxiaobai. The spouse of a shareholder of the Company is the controlling shareholder of Suzhou Chaxiaobai (see note 24). The loans of RMB42,500
from Zhejiang Chouzhou Commercial Bank borrowed in 2022 were fully repaid in January 2023.
In March 2021, the Group borrowed a one-year loan of RMB50,000 from Bank of China, at annual interest rate of 4.35%. The Group pledged the
accounts receivable due from real estate developers with the balance of RMB84,333 as of December 31, 2021. The loan of RMB50,000 from Bank of
China was fully repaid in March 2022.
In August 2022, the Group borrowed a 6-month loan of RMB30,000 from Bank of China, at annual interest rate of 3.80%. The Group pledged the
accounts receivable due from real estate developers with the balance of RMB44,889 as of December 31, 2022.The loan of RMB30,000 from Bank of
China was fully repaid in February 2023.
F-44
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
In June 2021, the Group borrowed a one-year loan of RMB180 from Bank of Nanjing, at annual interest rate of 5.00%. The loan of RMB180 from Bank
of Nanjing was fully repaid in June 2022.
The loan agreements with Bank of China, Zhejiang Chouzhou Commercial Bank and Bank of Nanjing contain certain financial and non-financial
covenants. As of December 31, 2022 and 2023, the Group was in compliance with the relevant covenants.
14. Customers’ refundable fees
Balance at the beginning of the year
Cash received from customers
Cash refunded to customers
Revenue (recognized) reversed
Balance at the end of the year
Customers’ refundable fees represent the commission income received in advance (see note 2(v)).
15. Accrued expenses and other payables
Accrual for salary and bonus
Other taxes and surcharge payable
Down payments collected on behalf of secondary property sellers
Amounts due to franchisees
Professional service fee
Amounts due to third parties under collaborative agreements
Accrued expenses
Receipt in advance
Others
Accrued expenses and other payables
2021
RMB
As of December 31,
2022
RMB
2023
RMB
36,074
43,527
(35,374)
(13,230)
30,997
30,997
42,298
(46,554)
4,006
30,747
30,747
9,586
(4,584)
(4,195)
31,554
(1)
(2)
(3)
As of December 31,
2022
RMB
2023
RMB
6,426
24,081
—
218
982
41,444
10,406
12,551
85,032
181,140
7,770
24,224
—
218
2,177
29,652
6,723
8,532
38,260
117,556
(1) These amounts were held on behalf of home purchasers in respect of their down payments made for secondary property transactions for which legal title
transfer from property sellers had not yet been completed. Too small to show up after in thousand and by rounding.
(2) The Group entered into franchise agreements with certain real estate agency companies which are granted with the right to use the Group’s brands, access
of listings in the Group’s platform and other resources. These amounts as of December 31, 2022 and 2023 represent the commission received on behalf of
the real estate agency companies and guarantee deposits.
(3) The amount represents funds provided by third parties under Collaborative Agreements (see note 1) for the parking space sales projects.
F-45
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
16. Taxation
a)
Income tax
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not
impose a withholding tax on payments of dividends to shareholders.
Hong Kong
Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5%
on its taxable income generated from the operations in Hong Kong. A two-tiered Profits Tax rates regime was introduced since year 2018 where the first
HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate 8.25% whilst the remaining profits will continue to be taxed
at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive
rates. Payments of dividends by the subsidiary to the Company is not subject to withholding tax in Hong Kong.
PRC
Under the Enterprise Income Tax Law (“EIT Law”) in the PRC, domestic companies are subject to EIT at a uniform rate of 25%. The Company’s PRC
subsidiaries, VIE and VIE’s subsidiaries are subject to the statutory income tax rate at 25% unless otherwise specified. On October 31, 2017, Shenzhen
Fangdd obtained a certificate from the Guangdong provincial government for a High and New Technology Enterprise (“HNTE”) qualification and the
certificate was renewed on December 11, 2020. This renewed certificate entitled Shenzhen Fangdd to enjoy a preferential income tax rate of 15% for a
period of three years from 2020 to 2022 if all the criteria for HNTE status could be satisfied in the relevant year.
Under the EIT Law and its implementation rules, an enterprise established outside China with a “place of effective management” within China is
considered a China resident enterprise for Chinese enterprise income tax purposes. A China resident enterprise is generally subject to certain Chinese tax
reporting obligations and a uniform 25% enterprise income tax rate on its worldwide income. The implementation rules to the New EIT Law provide that
non-resident legal entities are considered PRC residents if substantial and overall management and control over the manufacturing and business
operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance
on the issue, the Company does not believe that the legal entities organized outside the PRC should be treated as residents for 2008 EIT law purposes. If
the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC are deemed resident enterprises, the
Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%. Dividends paid to non-PRC-resident
corporate investor from profits earned by the PRC subsidiaries after January 1, 2008 would be subject to a withholding tax. The EIT law and its relevant
regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its
non-PRC-resident corporate investor for earnings generated beginning on January 1, 2008. As at December 31, 2022 and 2023, there was no retained
earnings from consolidated level of all the foreign subsidiaries. And thus, the Company has not provided for deferred tax liabilities on undistributed
earnings.
F-46
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Loss before provision for income taxes is attributable to the following geographic locations for the years ended December 31, 2021, 2022 and 2023:
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
Cayman
Hong Kong SAR
BVI
PRC, excluding Hong Kong SAR
(1,403)
(4,692)
(33)
(1,187,962)
(1,194,090)
(156,373)
(4,539)
(12)
(71,177)
(232,101)
(10,675)
(5,917)
(1)
(78,400)
(94,993)
The Group had minimal current income tax expense for the years ended December 31, 2021, 2022 and 2023, as most of the companies in the Group either
made a loss or had tax loss carried forwards to net against taxable income in the respective years.
Income tax expense (benefit) consists of the following:
Current income tax expense (benefit)
Deferred income tax expense
5,483
3,424
8,907
7,487
—
7,487
(1,889)
—
(1,889)
The actual income tax expense (benefit) reported in the consolidated statements of operations and comprehensive (loss) income for each of the years
ended December 31, 2021, 2022 and 2023 differs from the amount computed by applying the PRC statutory income tax rate of 25% to loss before income
taxes due to the following:
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
Loss before tax
Income tax computed at PRC statutory tax rate
Effect of preferential tax rate*
Tax rate differential not subject to PRC income tax
Non-deductible expense
Change in valuation allowance
Additional deduction for research and development expenses
Tax-exempted income
Late payment surcharge on uncertain tax position
Others**
For the Year Ended December 31,
2022
RMB
2023
RMB
2021
RMB
(1,194,090)
(298,523)
68,988
758
47,393
188,892
(839)
(220)
2,661
(203)
8,907
(232,101)
(58,025)
(6,364)
39,482
44,424
59,700
(981)
(92)
2,197
(72,853)
7,487
(94,993)
(23,748)
—
3,172
14,424
6,339
—
—
(2,118)
42
(1,889)
*
Shenzhen Fangdd enjoys a preferential income tax rate of 15% from 2014 to 2022 if all the criteria for HNTE status could be satisfied in the relevant
years. Please refer to Note 16 – a) PRC section for details.
** It was expected that Shenzhen Fangdd would not satisfy all the criteria for HNTE status in the foreseeable future years since 2023, so its enacted future
income tax rate was changed from 15% to 25% when considering the deferred income tax assets.
F-47
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
b) Deferred tax assets and liabilities
The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities as of December 31, 2022 and 2023 are as follows:
Net operating loss carry forward
Allowance for doubtful accounts
Payroll and accrued expenses
Deductible advertisement expenses
Long-term equity investment impairment
Intangible assets*
Estimated accounts payable write-off benefit
Gross deferred tax assets
Less: Valuation allowance
Net deferred tax assets
As of December 31,
2022
RMB
2023
RMB
103,285
172,898
4,157
1,024
74,988
28,031
—
384,382
(384,382)
—
108,064
218,645
4,157
6,190
79,558
24,490
(50,383)
390,721
(390,721)
—
*
In December 2020, Shenzhen Fangdd transferred certain internal developed software to another subsidiary of the Group at a consideration of RMB141.5
million which resulted a difference between the financial statement carrying amounts of the intangible asset and the respective tax base.
The movements of the valuation allowance are as follows:
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
Balance at the beginning of the year
Changes of valuation allowances
Balance at the end of the year
(135,790)
(188,892)
(324,682)
(324,682)
(59,700)
(384,382)
(384,382)
(6,339)
(390,721)
As of December 31, 2023, the valuation allowance of RMB390,721 was related to the deferred income tax asset of subsidiaries of the Company. These
entities were in a cumulative loss position, which is a significant negative indicator to overcome that sufficient income will be generated over the periods
in which the deferred income tax assets are deductible or utilized. The ultimate realization of deferred income tax assets is dependent upon the generation
of future taxable income during the periods in which those temporary differences become deductible or utilized. Management considers the scheduled
reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
The net operating losses carry forwards of the Company’s PRC subsidiaries amounted to RMB419,904 as of December 31, 2023, of which RMB9,168,
RMB28,619, RMB204,340, RMB80,351 and RMB97,427 will expire if unused by December 31, 2024, 2025, 2026, 2027 and 2028, respectively.
F-48
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2021, 2022 and 2023 is as
follows:
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
Beginning balance
Additions
Ending balance
(23,840)
(4,735)
(28,575)
(28,575)
(2,197)
(30,772)
(30,772)
2,118
(28,654)
RMB30,772 and RMB28,654 of unrecognized tax benefits as of December 31, 2022 and 2023 are related to uncertainty with regards to the deductibility
of certain business expenses incurred as well as recognition of certain income for tax purpose. Those, if recognized, would affect the effective tax rate.
The unrecognized tax benefits as of December 31, 2022 and 2023 were included in other non-current liabilities. The Company is currently unable to
provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve
months. The accrued interest and penalties were recognized in the consolidated statements of operations and comprehensive (loss) income as components
of income tax expense.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years for tax underpayment due to computational errors
made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances where the underpayment of
taxes is more than RMB100. In the case of transfer pricing issues, the statute of limitations is 10 years. There is no statute of limitations for tax evasions.
17. Redeemable Convertible Preferred Shares
All of the Redeemable Convertible Preferred Shares were converted to Class A ordinary shares immediately upon the completion of the Company’s initial
public offering on November 1, 2019.
Redeemable Convertible Preferred Shares consist of the following:
Balance as of January 1, 2019
Series A-2
Preferred
Shares
Series B
Preferred
Shares
Series C
Preferred
Shares
102,743
446,889
2,193,512
Total
2,743,144
Redemption value accretion
Foreign currency translation adjustment
Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary
Shares
Balance as of December 31, 2019, 2020, 2021, 2022 and 2023
3,041
2,747
15,642
11,870
97,625
59,017
116,308
73,634
(108,531)
—
(474,401)
—
(2,350,154)
—
(2,933,086)
—
Since the date of incorporation, the Company has completed four rounds of financing by issuing preferred shares, namely, Series A-1 and A-2 preferred
shares issued in 2013 (the Series A-1 preferred shares and Series A-2 preferred shares are collectively referred as “Series A preferred shares”), Series B
preferred shares issued in 2014, and Series C preferred shares issued in 2015. Series A-1 preferred shares are non-redeemable convertible preferred shares
while the other series preferred shares are redeemable and convertible.
F-49
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
On October 25, 2013, the Company entered into a share purchase agreement with the Series A Investors and pursuant to which, the Company issued
259,257,900 shares of Series A preferred shares, of which 111,110,000 series A-1 preferred shares were issued at par value and 148,147,900 series A-2
preferred shares were issued at a price of US$0.07 per share with total consideration of US$9,830 (equivalent to approximately RMB58,980) (see note 17
for the detail of Series A-1 preferred shares). The issuance of the Series A preferred shares was completed in 2013.
On June 12, 2014, the Company entered into a share purchase agreement with the Series B Investors and pursuant to which, the Company issued
177,834,496 shares of Series B preferred shares at a price of US$0.25 per share with total consideration of US$45,000 (equivalent to approximately
RMB276,764). The issuance of the Series B preferred shares was completed in 2014.
On June 30, 2015, the Company entered into a share purchase agreement with the Series C Investors and pursuant to which, the Company issued
286,959,017 shares of Series C preferred shares at a price of US$0.78 per share with total consideration of US$223,000 (equivalent to approximately
RMB1,364,046). The issuance of the Series C preferred shares was completed in 2015. Pursuant to the agreement with Series C Investor, the Company
repurchased on 29,596,670 ordinary shares with consideration of US$23,000 (equivalent to approximately RMB140,612), and 9,007,682 Series A-1
preferred shares with consideration of US$7,000 (equivalent to approximately RMB42,000).
On October 8, 2019, the Company granted an option to acquire 172,908,894 Class A ordinary shares at par value to its Series C preferred shareholder,
Greyhound Investment Ltd., in exchange for, among other things, the shareholder’s consent to amend the qualified IPO definition in the Company’s
shareholders’ agreement and articles of association to authorize the offering the Company then contemplated. The option granted to Greyhound
Investment Ltd. is exercisable on the earlier of (i) 61 calendar days after the completion of the offering, and (ii) February 14, 2021. During the year ended
December 31, 2019, the fair value of the option granted to Greyhound Investment Ltd. on October 8, 2019 of RMB642,174 was recorded as a deemed
dividend. Greyhound Investment Ltd. exercised the option on January 7, 2020.
The Company had classified the Series A-2 Preferred Shares, Series B Preferred Shares and Series C Preferred Shares as mezzanine equity in the
Consolidated Balance Sheets for periods prior to their conversion to Class A ordinary shares on November 1, 2019 as they were contingently redeemable
at the option of the holders after a specified time period.
The Company has determined that conversion and redemption features embedded in the Redeemable Preferred Shares are not required to be bifurcated
and accounted for as a derivative, as the economic characteristics and risks of the embedded conversion and redemption features are clearly and closely
related to that of the Preferred Shares. The Preferred Shares are not readily convertible into cash as there is not a market mechanism in place for trading of
the Company’s shares.
The Company has determined that there was no beneficial conversion feature attributable to any of the Preferred Shares because the initial effective
conversion prices of these Preferred Shares were higher than the fair value of the Company’s ordinary shares at the relevant commitment dates.
In addition, the carrying values of the Preferred Shares are accreted from the share issuance dates to the redemption value on the earliest redemption dates.
The accretions are recorded against retained earnings, or in the absence of retained earnings, additional charges are recorded by increasing the
accumulated deficit.
The rights, preferences and privileges of the Preferred Shares are as follows:
Redemption Rights
At any time on or after June 12, 2019 if there is no Qualified Initial Public Offering (’‘Qualified IPO’’), each of the holders of a majority of the then
outstanding Series A-2 Preferred Shares and Series B Preferred Shares may request a redemption of the Preferred Shares of such series.
F-50
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
At any time after the earlier of (a) the fifth anniversary of the commitment date of the series C preferred shares purchase agreement (“Closing Date”) (if
there is no Qualified IPO) or (b) any redemption initiated by the holders of Series A-2 Shares or Series B Shares pursuant to above, each of the holders of
a majority of the then outstanding Series C Preferred Shares may request a redemption of the Preferred Shares of such series.
The price at which each Preferred Share shall be redeemed equal to 150% of its Original Issue Price, plus any dividend which have been declared (but
which remain unpaid) in respect of the Preferred Shares, as adjusted for share split, share dividends, combination, recapitalizations and similar events with
respect to each series.
The Company accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of the Preferred Shares
using effective interest method. Changes in the redemption value are considered to be changes in accounting estimates.
Conversion Rights
Each Preferred Share is convertible, at the option of the holder, at any time after the date of issuance of such Preferred Shares according to a conversion
ratio, subject to adjustments for dilution, including but not limited to stock splits, stock dividends and capitalization and certain other events. Each
Preferred Share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. The
conversion price of each Preferred Share is the same as its original issuance price and no adjustments to conversion price have occurred. At December 31,
2016, 2017 and 2018, each Preferred Share is convertible into one ordinary share.
Each Preferred Share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price upon (i) closing of a
Qualified Initial Public Offering (’‘Qualified IPO’’) or (ii) each Series B Preferred Share shall automatically be converted into Ordinary Shares upon the
affirmative written consent of the holders of 75% or more of then outstanding Series B Preferred Shares.
Voting Rights
Each Preferred Share shall be entitled to that number of votes corresponding to the number of ordinary shares on an as-converted basis. Preferred Shares
shall vote together with the holders of Ordinary Shares, and not as a separate class or series with respect to certain specified matters. Otherwise, the
holders of Preferred Shares and ordinary shares shall vote together as a single class.
Dividend Rights
No dividends shall be declared or paid on the Ordinary Shares, Series A Preferred Shares and the Series B Shares unless and until a dividend in like
amount is paid at the same time on each outstanding Series C Preferred Share calculated on an as-converted basis.
No dividends shall be declared or paid on the Ordinary Shares and Series A Preferred Shares unless and until a dividend in like amount is paid at the same
time on each outstanding Series B Preferred Share (calculated on an as-converted basis).
Liquidation Preferences
In the event of any liquidation including deemed liquidation, dissolution or winding up of the Company, holders of the Preferred Shares shall be entitled
to receive a per share amount equal to 150% of the original preferred share issue price of the respective series of Preferred Shares, as adjusted for share
dividends, share splits, combinations, recapitalizations or similar events, plus all accrued and declared but unpaid dividends thereon, in the sequence of
Series C Preferred Shares, Series B Preferred Shares, Series A-2 Preferred Shares and Series A-1 Preferred Shares. After such liquidation amounts have
been paid in full, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari
passu basis among the holders of the Preferred Shares, on an as-converted basis, together with the holders of the ordinary shares.
F-51
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The modifications of the rights, preferences and privileges of the Preferred Shares are not considered substantial, and are thus accounted for as a
modification rather than an extinguishment of the Preferred Shares. Where there is a transfer of value between ordinary shareholders and Preferred Shares
holders as a result of such modifications, the transfer of value is accounted for as deemed dividends, recorded as additions/reductions in accumulated
deficit and reductions/additions in the Preferred Shares carrying amounts.
18. Ordinary shares and Series A-1 Convertible Preferred Shares
Ordinary shares
Upon incorporation in 2013, the Company’s authorized ordinary shares were 2,000,000,000 shares with a par value of US$0.0000001 each and issued
975,308,700 ordinary shares at par value. The number of authorized ordinary shares was increased from 2,000,000,000 to 2,275,948,587 as of December
31, 2018 after the issuance of Series A-1, A-2, B and C Preferred Shares.
Immediately prior to the completion of Company’s initial public offering on November 1, 2019, its authorized share capital was changed to US$500
divided into 5,000,000,000 shares of a par value of US$0.0000001 each, comprising of (i) 3,380,061,942 Class A ordinary shares, (ii) 619,938,058 Class
B ordinary shares of a par value, and (iii) 1,000,000,000 shares of such class or classes (however designated) as the board of directors may determine in
accordance with the amended and restated memorandum and articles of association. 619,938,058 ordinary shares beneficially owned by the Company’s
founders, Yi Duan, Xi Zeng and Jiancheng Li were re-designated into Class B ordinary shares on a one-for-one basis and remaining 325,773,972 ordinary
shares were re-designated into Class A ordinary shares on a one-for-one basis. All outstanding preferred shares were converted into 715,043,731 Class A
ordinary shares.
Upon the completion of Company’s initial public offering and exercise of the overallotment options, the Company issued 150,000,000 and 12,504,475
Class A ordinary shares at price of US$0.52 per Class A ordinary share, respectively. The total net proceeds received were US$71,596 (equivalent to
approximately RMB498,436).
On October 14, 2022, the Company’s authorized share capital was changed to US$5,000 divided into 50,000,000,000 shares of a par value of
US$0.0000001 each, comprising of (i) 30,000,000,000 Class A ordinary shares of a par value, (ii) 10,000,000,000 Class B ordinary shares of a par value,
and (iii) 10,000,000,000 shares of such class or classes (however designated) as the board of directors may determine in accordance with the amended and
restated memorandum and articles of association.
Upon the completion of Company’s the offering on December 8, 2022, the Company issued 375,000,000 Class A ordinary shares at price of US$0.0017
per Class A ordinary share and 75,000 Class C ordinary shares at price of US$0.0036 per Class C ordinary share, respectively. The total net proceeds
received were US$450 (equivalent to approximately RMB3,136).
On February 21, 2023, 129,519,698 Class A ordinary shares were issued to Mr. Jiancheng Li upon the conversion of the same number of Class B ordinary
shares held by him on February 21, 2023.
On March 3, 2023, the company additionally offered and issued 120,811,500 Class A ordinary shares at an offering price of US$0.0017 per Class A
ordinary share. The total net proceeds received were US$23 (equivalent to approximately RMB158).
F-52
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
On February 10, 2023, the Company received a convertible promissory note payment of US$21 million, under which the Company would sell and issue a
convertible promissory note in a principal amount of US$21 million to an investor through private placement. The Note will mature in six months
following the issuance, bearing interest at the rate of 8% per annum which shall be payable on the maturity date. At any time after the issuance and before
the maturity date, the Note is convertible, in whole but not in part, into class A ordinary shares of the Company at the option of the holder thereof at a
price equal to 64% of the higher of the following (adjusted by the ADS-to-share ratio): (i) the average closing price of the Company’s American
depositary shares (the “ADSs”) for the last 5 days preceding the date of the conversion notice and (ii) US$0.47. Each ADS currently represents 375 Class
A Ordinary Shares. To maintain a stable corporate structure following the potential conversion of the Note, the Company had simultaneously entered into
a share subscription agreement, under which the Company has agreed to sell and issue up to 7,875,000 class C ordinary shares of the Company with the
same rights, privileges and restrictions approved by the board of directors on November 29, 2022 to ZX INTERNATIONAL LTD, a British Virgin Islands
company controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer of the Company, if the Company receives a
conversion notice from the Note holder. The per share purchase price would be calculated based on the average closing price of the Company’s ADSs for
the 30 trading days prior to the closing notice date and adjusted by the ADS-to-share ratio.
On March 9, 2023, the Company entered into a note conversion agreement with the holder of the convertible promissory note in a principal amount of
US$21 million. Pursuant to the Note Conversion Agreement, the Noteholder has converted the outstanding balance of the Note into an aggregate of
18,750,000,000 Class A ordinary shares of the Company at an amended conversion price of US$0.00112 per share. Concurrently with the conversion of
the Note, the Company has issued 5,625,000 Class C ordinary shares of the Company, at a purchase price of US$0.00271 per share, to ZX
INTERNATIONAL LTD, a British Virgin Islands company controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer
of the Company.
On July 19, 2023, the company was offering to certain investors (i) an aggregate of 4,285,711,875 Class A ordinary shares at an offering price of
US$0.0019 per Class A ordinary share, (ii) certain regular warrants, or the Regular Warrants, to purchase up to an aggregate of 4,285,711,875 Class A
ordinary shares, and (iii) certain reset warrants, or the Reset Warrants, that permit cashless exercise of up to an aggregate of 10,714,279,875 Class A
ordinary shares. Consequently, on July 19, 2023, 4,285,711,875 Class A ordinary shares were offered and issued at an offering price of US$0.00187 per
Class A ordinary share. The total net proceeds received were US$6,471 (equivalent to approximately RMB46,245) and on August 7, 2023, 8,169,637,500
Class A ordinary shares were cashlessly offered and issued pursuant to the reset warrants.
On July 21, 2023, the company issued 1,371,427 Class C ordinary shares of the Company, at a purchase price of US$0.00223 per share, to ZX
INTERNATIONAL LTD, a British Virgin Islands company controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer
of the Company.
On July 24, 2023, the company announced that it will change the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary
shares from one (1) ADS representing three hundred and seventy-five (375) Class A ordinary share to one (1) ADS representing five thousand six hundred
and twenty-five (5,625) Class A ordinary shares.
In respect of matters requiring the votes of shareholders, the holders of Class B ordinary shares is entitled to ten votes per share, the holders of Class C
ordinary shares is entitled to 10,000 votes per share, while the holders of Class A ordinary shares entitle to one vote per share. Each Class B and each
Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible
into Class B or Class A ordinary shares under any circumstances.
Series A-1 Convertible Preferred Shares
Series A-1 Preferred Shares are not redeemable and are convertible to Ordinary Shares at a 1-to-1 initial conversion ratio at the option of the holder at any
time after the date of issuance. The liquidation preference of Series A-1 Preferred Shares is preferable to Ordinary Shares but subordinated to redeemable
convertible preferred shares as disclosed in Note 17.
On November 1, 2019, all Series A-1 Convertible Preferred Shares were converted to Class A ordinary shares upon the Company’s completion of IPO.
F-53
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
19. Share-Based Compensation
On December 21, 2018, the Group adopted the 2018 Share Incentive Plan (“2018 Plan”).
Under the 2018 Plan, the Board of Directors has approved that a maximum aggregate number of shares that may be issued pursuant to all awards granted
under the 2018 Plan shall be 260,454,163 shares.
All stock options granted under the 2018 Plan are not exercisable until the consummation of the Group’s IPO and certain of the option granted to
employees are required to render service to the Group in accordance with a stipulated service schedule under which an employee earns an entitlement to
vest in 30% of his option grants at the end of each of the first two years and 40% at the end of the third year of completed service.
Prior to the completion of the IPO, the stock options granted to the employees and directors shall be forfeited upon the termination of employment of the
employees and directors.
Options granted under the 2018 Plan during the year of 2021, grantees are entitled to vest the option at the end of the first year of completed service.
The following table sets forth the stock options activities for the years ended December 31, 2021, 2022 and 2023:
Outstanding as of January 1, 2021
-Grant to Employees
-Exercised
-Forfeited
Outstanding as of December 31, 2021
-Exercised
-Forfeited
Outstanding as of December 31, 2022
-Exercised
-Forfeited
Outstanding as of December 31, 2023
Exercisable as of December 31, 2023
Number of
shares
93,464,488
94,543,900
(50,219,050)
(7,633,050)
130,156,288
(49,409,787)
(6,615,475)
74,131,026
(5,561,075)
(2,860,950)
65,709,001
65,553,376
Weighted
average
exercise
price
US$
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
0.0000001
Weighted
average
remaining
contractual
term
Weighted
average
grant date
fair value
US$
2.98
1.38
4.02
0.44
2.69
0.59
1.85
1.84
0.52
0.52
Options granted to Grantees were measured at fair value on the dates of grant using the Binomial Option Pricing Model with the following assumptions:
Expected volatility
Risk-free interest rate (per annum)
Exercise multiple
Expected dividend yield
Contractual term (in years)
F-54
2019
2021
60%
2.8%
2.2
0%
5
48.56%
1.25%
2.2
0%
5
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The expected volatility was estimated based on the historical volatility of the Company and comparable peer public companies with a time horizon close
to the expected term of the Group’s options. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in
US$ for a term consistent with the expected term of the Group’s options in effect at the option valuation date. The exercise multiple is estimated as the
ratio of fair value of underlying shares over the exercise price as of the time the option is exercised, based on a consideration of empirical studies on the
actual exercise behavior of employees. The expected dividend yield is zero as the Group has never declared or paid any cash dividends on its shares, and
the Group does not anticipate any dividend payments in the foreseeable future. The expected term is the contract life of the option.
For the years ended December 31, 2021, 2022 and 2023, the Company recognized RMB47,067, RMB16,724 and RMB105 share-based compensation
expenses relating to the 2018 Plan.
On April 28, 2020, the Company and all Grantees entered into certain agreements pursuant to which Grantees agreed not to exercise any stock option, in
whole or in part, for a 12-month period commencing from April 28, 2020. There were no other changes to the terms of the relevant stock option grants.
The Company determined that the agreements between the Company and the Grantees constitutes a modification to the terms of the option grants with no
incremental fair value for the underlying awards. Accordingly, there was no impact on the total compensation cost or the pattern for which the relevant
compensation charges are recognized.
As of December 31, 2023, RMB18 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a
weighted average period of approximately 1 year.
20. Revenue information
Revenue consists of the following:
For the year ended December 31,
2022
RMB
2021
RMB
2023
RMB
Base commission from transactions
Innovation initiatives and other value-added services
821,899
120,481
942,380
201,907
44,041
245,948
269,640
15,317
284,957
As the Group generates substantially all of its revenues from customers domiciled in the PRC, no geographical segments are presented. All of the Group’s
long-lived assets are located in the PRC.
Innovation initiatives and other value-added services primarily consists of sales incentive income, franchise income, financial services income, loan
facilitation services, parking space transaction services, income from software as a service (“SaaS”) platform participants and revenue from other value-
added services rendered to the Registered Agents and market participants.
F-55
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
21. Loss per share
The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the
periods presented:
For the year ended December 31,
2022
RMB
2023
RMB
2021
RMB
Numerator:
Net loss
Net loss(income) attributable to noncontrolling interests
Numerator for basic and diluted net loss per share calculation
Denominator:
Weighted average number of ordinary shares
Denominator for basic and diluted net loss per share calculation
Net loss per ordinary share
—Basic and diluted
(1,202,997)
31,832
(1,171,165)
(239,588)
(4,450)
(244,038)
(93,104)
1,351
(91,753)
2,022,446,988 2,078,624,721 20,765,256,643
2,022,446,988 2,078,624,721 20,765,256,643
(0.58)
(0.12)
(0.004)
The potentially dilutive securities that have not been included in the calculation of diluted net loss per share as their inclusion would be anti-dilutive are as
follows:
Share options to employees
Total
22. Business combination
Acquisition of Yuancui
2021
130,156,288
130,156,288
As of December 31,
2022
74,131,026
74,131,026
2023
65,709,001
65,709,001
Yuancui mainly engages in the provision of comprehensive operational solution for real estate agencies including application software to manage their
businesses, brand authorization and operation training to real estate agencies. On October 30, 2020, the Company completed the subscription for newly
issued ordinary shares of Yuancui for a cash consideration of RMB20,000 and acquired equity interest from the shareholders of Yuancui for a cash
consideration of RMB10,000. Upon the completion of the transactions, the Company held 51% equity interest in Yuancui and it became a consolidated
subsidiary of the Company.
F-56
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
The allocation of the purchase price as of the date of acquisition is summarized as follows:
Net assets acquired (i)
Identifiable and amortizable intangible assets (note 8)
-Non-competed agreements
-Trademarks
Goodwill
Deferred tax liabilities
Noncontrolling interests (ii)
Total
Amount
RMB
16,408
6,740
1,070
31,188
(1,953)
(23,453)
30,000
i. Net assets acquired primarily included cash consideration from RMB20,000 from subscription of new shares.
ii. Fair value of the noncontrolling interests was estimated based on the equity value of Yuancui derived by the purchase consideration, adjusted for
a discount for control premium.
Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Yuancui and the Company, the
assembled workforce and its knowledge and experience in the managing real estate agencies in China in the PRC. The Company did not expect the
goodwill recognized to be deductible for income tax purposes.
In June 2021, the Group injected further cash capital of RMB8,563 and the Group’s equity interest in Yuancui increased to 70.0%.
In considering property market conditions and the operating performance of Yuancui, the Group ceased all businesses of Yuancui during 2021 and the
goodwill recognized from the acquisition was fully impaired.
Acquisition of Deyu and Jiuyi
The Company invested in Jiuyi and Deyu as a limited partner during 2018 and 2019, respectively, in connection with certain properties sales projects
under the Sales Commitment Arrangements as described in note 1. During the year ended December 31, 2021, the other investors of Deyu and Jiuyi
withdrew all their capital invested after completing the properties sales projects. The Group became the sole investor of Deyu and Jiuyi, which have been
accounted for as consolidated subsidiaries of the Group.
The acquisition of Deyu and Jiuyi that constitute business combinations are summarized as follows:
Net assets acquired (Note)
Note: Net assets acquired primarily included cash and deposits with real estate developers.
Amount
RMB
58,578
In relation to the revaluation of previously held interests, no material gain or loss was recognized by the Company recognized in the consolidated income
statements for the year ended December 31, 2022, for the other acquisitions that constitute business combinations.
F-57
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
Acquisition of Tuqiang
Tuqiang mainly engages in the provision of internet information services for real estate developers and agencies. On March 31, 2022, the Company
completed the acquirement 78% equity interest in Tuqiang. Upon the completion of the transactions, the Company held 78% equity interest in Tuqiang
and it became a consolidated subsidiary of the Company.
The allocation of the purchase price as of the date of acquisition is summarized as follows:
Net assets acquired(i)
Goodwill
Noncontrolling interests (ii)
Total
Amount
RMB
(968)
454
114
(400)
i. Net assets acquired primarily included cash, accounts receivables from real estate developers and accrued expenses undertaken.
ii. Fair value of the noncontrolling interests was estimated based on the equity value of Tuqiang derived by the purchase consideration.
Goodwill arising from this acquisition was attributable to the synergies expected from the combined operations of Tuqiang and the Company, the
assembled workforce and its knowledge and experience in the managing real estate agencies in China in the PRC. The Company did not expect the
goodwill recognized to be deductible for income tax purposes.
In considering property market conditions and the operating performance of Tuqiang, the Group ceased all businesses of Tuqiang during 2023 and the
goodwill recognized from the acquisition was fully impaired.
23. Commitments and Contingencies
Capital commitment
As a limited partner of those equity method investees disclosed in note 11, the Group is committed to make further capital injection into the limited
partnership in accordance with the respective partnership deeds. Such capital investment commitment amounted to RMB300,019 and RMB278,012 as of
December 31, 2022 and 2023, respectively.
Lease commitment
The following table sets forth our contractual obligation as of December 31, 2023：
Operating lease commitments for lease expense under lease agreements
Total
897
897
897
897
—
—
F-58
Payment Due By December 31,
2024
RMB
Total
RMB
2025
RMB
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
24. Related Party Balance and Transactions
For the year ended December 31,
2022
RMB
2021
RMB
2023
RMB
Transactions with related parties
(1) Base commission income and Sales incentive income shared with related parties under Self-
Commitment and Non-Group Collaborative Agreements (see note 1)
Jiufeng
Jiuzhen
Deyan
Jiushi
Chongkai
Muju
95
179
251
4
100
—
629
31
4,022
—
—
69
875
4,997
(2) Other income shared with related parties
Chenji Zhaozhao
Tinghaozhu Space
—
—
—
629
184
1,285
1,469
6,466
For the year ended December 31,
2022
RMB
2021
RMB
2023
RMB
—
—
—
—
—
286
286
100
—
100
386
Under the respective Non-Group Commitment Agreements, the equity method investees above are parties under tri-party agreements pursuant to which
they directly advanced the deposits to the real estate developers for the years ended December 31, 2021, 2022 and 2023.
During the years ended December 31,2021, 2022 and 2023, these related parties entered an Exclusive Sales Contracts which is required to directly
advance deposit to the real estate developers while neither the Group nor these related parties is required to purchase any unsold unit of properties at the
end of the exclusive sales period.
F-59
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
During the year ended December 31, 2022, the Group borrowed bank loan secured by real estate owned by one of equity method investment of the Group,
Jiushi and real estate owned by Suzhou Chaxiaobai Culture & Media Co., Ltd. (“Suzhou Chaxiaobai”). The spouse of a shareholder of the Group is the
controlling shareholder of Suzhou Chaxiaobai (see note 13). The loan from Zhejiang Chouzhou Commercial Bank was fully repaid in January, 2023.
Amounts due to related parties
(1) Payables for income shared under Non-Group Collaborative Agreements (see note 1)
Gefei Chengyun
Jiufeng
Jiuchuan
Longshutianye
Yunde
Detong
Qixing
Jiushi
(2) Payables for Base Commission Income shared with related parties under Exclusive Sales Contracts without Sales
Commitment Arrangement
Derong
Jiushen
Jiufeng
(3) Other payables
Jiushen
Shanghai Chongkai Enterprise Management (LLP) (“Chongkai”)
Jiufeng
Muju
Jiuzhen
Chenji Zhaozhao
Total
As of December 31,
2022
RMB
2023
RMB
10,759
242
9,403
10,140
9,383
3,274
964
65
44,230
10,759
242
9,403
10,140
9,383
3,274
—
65
43,266
As of December 31,
2022
RMB
2023
RMB
9,733
29
495
10,257
790
3,689
149
5,561
3,981
191
14,361
9,733
29
495
10,257
790
3,689
149
—
—
—
4,628
68,848
58,151
Jiuchuan, Decheng, Longshutianye, Longshuqianli, Yunde, Gefei chengyun, Jiushen, Detong, Derong, Qixing, Jiuzhen, Deyan, Jiushi , Muju, Chenji
Zhaozhao and Tinghaozhu Space are equity method investees of the Group.
Jiusheng and Jiufeng are subsidiaries of Jiushen.
Chongkai is a company owned by two of the founders and certain management of the Group.
F-60
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
25. Parent only financial information
The following condensed parent company financial information of Fangdd Network Group Ltd., has been prepared using the same accounting policies as
set out in the accompanying Consolidated Financial Statements. As of December 31, 2023, there were no material contingencies, significant provisions of
long-term obligations, mandatory dividend or redemption requirements of redeemable shares or guarantees of Fangdd Network Group Ltd., except for
those, which have been separately disclosed in the Consolidated Financial Statements.
(a) Condensed Balance Sheets
Assets
Current asset
Cash and cash equivalents
Total current asset
Non-current asset
Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries
Total non-current asset
Total assets
Liabilities
Current liability
Accrued expenses and other current liabilities
Total current liability
Total liabilities
Equity
Class A ordinary shares
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
F-61
As of December 31,
2022
RMB
2023
RMB
22,710
22,710
61,230
61,230
1,533,937
1,533,937
1,556,647
1,592,432
1,592,432
1,653,662
27,225
27,225
27,225
27,867
27,867
27,867
1
5,051,631
(393,841)
(3,128,369)
1,529,422
17
5,243,416
(398,160)
(3,219,478)
1,625,795
1,556,647
1,653,662
Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
(b) Condensed Statements of Results of Operations
General and administrative expenses
Total operating expenses
Loss from operations
Equity loss of subsidiaries and the VIE and VIE’s subsidiaries
Other income:
Interest income (expense), net
Other income, net
Loss before income tax
Net loss
Net loss attributable to ordinary shareholders
(c) Condensed statements of cash flows
Net cash used in operating activities
Cash flows used in investing activities:
Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries
Investment in short-term investments
Proceeds from redemption of short-term investments
Net cash used in investing activities
Cash flows provided by financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs
Proceeds from issuance of convertible promissory note, net of issuance costs
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
F-62
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
(13,058)
(13,058)
(13,058)
(626,570)
2,462
—
(637,166)
(637,166)
(637,166)
(167,076)
(167,076)
(167,076)
(244,039)
957
9,247
(400,911)
(400,911)
(400,911)
(10,923)
(10,923)
(10,923)
(80,934)
(983)
1,730
(91,110)
(91,110)
(91,110)
For the Year Ended December 31,
2022
RMB
2021
RMB
2023
RMB
(18,400)
(5,064)
(6,797)
(128,192)
—
—
(128,192)
—
—
—
—
(146,592)
309,566
162,974
—
(168,198)
18,826
(149,372)
3,136
—
3,136
11,036
(140,264)
162,974
22,710
(142,060)
—
—
(142,060)
46,632
145,064
191,696
(4,319)
38,520
22,710
61,230
Description of Rights of Securities Registered under Section 12 of the Securities Exchange Act of 1934
American depositary shares (“ADSs”), each representing 5,625 Class A ordinary shares of Fangdd Network Group Ltd. (“our company”), are listed on the
Nasdaq Global Market and the shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders
of ordinary shares, (ii) the holders of regular warrants, and (iii) ADS holders. Shares underlying the ADSs are held by The Bank of New York Mellon, as
depositary, and holders of ADSs will not be treated as holders of the ordinary shares.
Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 9.A.7, 10.B.3, 10.B.4, 10.B.6, 10.B.7, 10.B.8, 10.B.9 and 10.B.10 of Form 20-F)
Exhibit 2.7
Ordinary Shares
General
Our ordinary shares are issued in registered form and are issued when registered in our Register of Members. We may not issue shares to bearer. Our
shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our ordinary shares are divided into Class A
ordinary shares, Class B ordinary shares and Class C ordinary shares. Holders of our Class A ordinary shares, Class B ordinary shares and Class C ordinary
shares shall have the same rights except for voting and conversion rights. Each Class A Ordinary Share shall, on a poll, entitle the holder thereof to one vote
on all matters subject to vote at our general meetings, each Class B ordinary share shall, on a poll, entitle the holder thereof to ten votes on all matters subject
to vote at our general meetings, and each Class C ordinary share shall entitle the holder thereof to 10,000 votes on matters subject to vote at general meetings
of our Company.
Conversion
Each Class C ordinary share and each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof.
Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares in any event.
Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person other than our founders or an affiliate
controlled by one or more of our founders, or upon a change of ultimate beneficial ownership of any Class B ordinary shares to any person who is not one of
our founders or an affiliate controlled by one or more of our founders, each such Class B ordinary share shall be automatically and immediately converted into
one of Class A ordinary share.
Upon (i) any sale, transfer, assignment or disposition of Class C ordinary shares by a holder thereof or the direct or indirect transfer or assignment of the
voting power attached to such number of Class C ordinary shares through a voting proxy or otherwise to any person that is not an affiliate of such holder, (ii)
the direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or
assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or
disposition of all or substantially all of the assets of, a holder of Class C ordinary shares that is an entity to any person other than an affiliate of such holder,
(iii) Mr. Xi Zeng, our chairman of board of director and chief executive officer, ceasing to be the ultimate beneficial owner of at least 80,698,283 Class A
ordinary shares (on an as-if-converted basis) at any time, or (iv) Mr. Xi Zeng being permanently unable to attend board meetings and manage the business
affairs of our company as a result of incapacity solely due to his then physical and/or mental condition, Class C ordinary shares held by a holder thereof will
be automatically and immediately converted into the same number of Class A ordinary shares.
Dividends
The holders of our ordinary shares are entitled to receive such dividends as may be declared by our board of directors subject to our memorandum and
articles of association and the Companies Act. In addition, our shareholders may by an ordinary resolution declare a dividend, but no dividend may exceed the
amount recommended by our directors. Under Cayman Islands law, dividends may be paid either out of profits or out of share premium, provided that in no
circumstances may a dividend be paid of this would result in our company being unable to pay its debts as they become due in the ordinary course of business.
Register of Members
Under Cayman Islands law, we must keep a register of members and there must be entered therein:
● the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) the
amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and
(iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so,
whether such voting rights are conditional;
● the date on which the name of any person was entered on the register as a member; and
● the date on which any person ceased to be a member.
Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members
will raise a presumption of fact on the matters referred to above unless rebutted). The shareholders recorded in the register of members will be deemed to have
legal title to the shares set against their names.
If the name of any person is, without sufficient cause, entered in or omitted from the register of members, or if default is made or unnecessary delay takes
place in entering on the register the fact of any person having ceased to be a member, the person or member aggrieved or any member or the company itself
may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied
of the justice of the case, make an order for the rectification of the register.
Voting Rights
Holders of our ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. Holders of our Class A
ordinary shares, Class B ordinary shares and Class C ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by our
shareholders at any general meeting of our company. Each Class A ordinary share shall be entitled to one vote, each Class B ordinary share shall be entitled to
ten votes and each Class C ordinary share shall be entitled to 10,000 votes, on all matters subject to a vote at general meetings of our company. At any general
meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show
of hands) demanded by the chairman of the meeting or any shareholder holding not less than ten percent (10%) of the votes attaching to the shares present in
person or by proxy. An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the
ordinary shares cast in a general meeting, which can be an annual general meeting or a special meeting of shareholders. A special resolution requires the
affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. Both ordinary resolutions and special
resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our
memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our
memorandum and articles of association. Our shareholders may, among other things, divide or combine their shares by ordinary resolutions.
2
General Meetings and Shareholder Proposals
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our memorandum and
articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we will
specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by our directors.
We, however, will hold an annual shareholders’ meeting during each fiscal year, as required by rules of Nasdaq.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to
put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of
association allow any one or more of our shareholders who together hold shares that carry not less than one-third of the total number of votes attaching to all
of our issued and outstanding shares entitled to vote at general meetings to require an extraordinary general meeting of the shareholders, in which case the
directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our memorandum and articles of
association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by
such shareholders.
A quorum required for a meeting of shareholders consists of one or more shareholders holding not less than one-third of all votes attaching to all our
shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Advance
notice of at least ten calendar days is required for the convening of any shareholders meetings.
Transfer of Ordinary Shares
Subject to the restrictions in our memorandum and articles of association as set out below, any of our shareholders may transfer all or any of his or her
ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid-up or on which we have
a lien. Our directors may also decline to register any transfer of any ordinary share unless:
● the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our
board of directors may reasonably require to show the right of the transferor to make the transfer;
● the instrument of transfer is in respect of only one class of shares;
● the instrument of transfer is properly stamped, if required;
● in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or
● a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as the directors may from time to time require, is paid to the
company thereof.
If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to
each of the transferor and the transferee notice of such refusal.
The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by
any other means in accordance with the rules of Nasdaq, be suspended and the register closed at such times and for such periods as our board of directors may
from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days
in any calendar year as our board of directors may determine.
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Liquidation
On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the
share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares
held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable
to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be
distributed so that, as nearly as possible, the losses are borne by our shareholders in proportion to the par value of the shares held by them at the
commencement of the winding up.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such
shareholders at least 14 calendar days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid on
the specified time are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such
manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company may also
repurchase any of our shares (including any redeemable shares) provided that the manner and terms of such purchase have been approved by our board of
directors or by an ordinary resolution of our shareholders, or are otherwise authorized by our memorandum and articles of association. Under the Companies
Act, the redemption or repurchase of any share may be paid out of a company’s profits or share premium account, or out of the proceeds of a fresh issue of
shares made for the purpose of such redemption or repurchase, or, if so authorized by its articles of association, out of capital if the company can, immediately
following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be
redeemed or repurchased (a) unless it is fully paid-up, (b) if such redemption or repurchase would result in there being no shares issued and outstanding, or (c)
if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares
If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares, subject to any rights or restrictions for
time being attached to any class, only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class or
with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class. In addition, we may only amend, alter, modify or
change the rights, restrictions, preferences or privileges of Class C ordinary shares with the written consent of the holders holding a majority of the issued and
outstanding Class C ordinary shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class
C ordinary shares. The rights conferred upon the holders of the shares of any class issued shall not, subject to any rights or restrictions for the time being
attached to the shares of that class, be deemed to be materially adversely varied by the creation, allotment or issue of further shares ranking pari passu with or
subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the holders of any shares shall not be deemed to be
materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced
or weighted voting rights.
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Inspection of Books and Records
Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate
records (except for our memorandum and articles of association, register of mortgages and charges and special resolutions of our shareholders).
Changes in Capital
Our shareholders may from time to time by ordinary resolutions:
● increase the share capital by new shares of such amount as it thinks expedient;
● consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
● sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our memorandum of association; provided that in the
subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the
share from which the reduced share is derived; or
● cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount
of our share capital by the amount of the shares so cancelled.
Subject to the Companies Act, our shareholders may by special resolutions reduce our share capital and any capital redemption reserve in any manner
authorized by law.
Differences in Corporate Law
The Companies Act is modeled after that of the English companies legislation but does not follow recent English law statutory enactments, and
accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs
from laws applicable to Delaware corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of
the Companies Act applicable to us and the laws applicable to Delaware corporations and their shareholders.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman
Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertakings, property
and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into
a consolidated company and the vesting of the undertakings, property and liabilities of such companies to the consolidated company. In order to effect such a
merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by
(a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent
company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to
the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each constituent company and an undertaking that a copy
of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or
consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not
agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court
approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of
that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees
otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at
a general meeting of the subsidiary.
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The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in
the Cayman Islands.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by
(a) 75% in value of shareholders or class of shareholders, as the case may be, or (b) a majority in number of representing 75% in value of creditors or each
class of creditors, as the case may be, with whom the arrangement is to be made, that are, in each case, present and voting either in person or by proxy at a
meeting or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of
the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be
expected to approve the arrangement if it determines that:
● the statutory provisions as to the due majority vote have been met;
● the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the
minority to promote interests adverse to those of the class;
● the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
● the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholder
upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected (within four months), the offeror may, within a two-
month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the
offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed in the case of an offer which has been so approved
unless there is evidence of fraud, bad faith or collusion.
If the arrangement and reconstruction by way of a scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted in
accordance with the foregoing statutory procedures, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise
ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of
the shares.
Shareholders’ Suits
In principle, we will normally be the proper plaintiff to sue for a wrong done to us and as a general rule a derivative action may not be brought by a
minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman
Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a
minority shareholder may be permitted to commence a class action against or derivative actions in our name to challenge an act which:
● is ultra vires or illegal and is therefore incapable of ratification by the shareholders;
● requires a resolution with a qualified (or special) majority (i.e. more than a simple majority) which has not been obtained; and
● constitutes a “fraud on the majority,” where the wrongdoer are themselves in control of the company.
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Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide that that we shall
indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such
directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs
(including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice
to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise)
any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the
same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional
indemnification beyond that provided in our memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the
foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two
components, the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person
would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information
reasonably available regarding a significant transaction. The duty of loyalty requires that a director must act in a manner he or she reasonably believes to be in
the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a
director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or
controlling shareholder not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in
good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of
a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural
fairness of the transaction and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it
is considered that he or she owes the following duties to the company including a duty to act bona fide in the best interests of the company, a duty not to make
a personal profit out of his or her position as director (unless the company permits him or her to do so), a duty not to put himself or herself in a position where
the interests of the company conflict with his or her personal interests or his or her duty to a third party and a duty to exercise powers for the purpose for which
such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that
a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her
knowledge and experience. However, there are indications that the English and commonwealth courts are moving towards an objective standard with regard to
the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Under our memorandum and articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or transaction or
proposed contract or transaction with our company must declare the nature of their interest at a meeting of the board of directors. Following such declaration, a
director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein and if he
or she does so his or her vote shall be counted and he or she may be counted in the quorum at any meeting of the board of directors at which such contract or
transaction or proposed contract or transaction shall come before the meeting for consideration.
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Shareholder Action by Written Resolution
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its
certificate of incorporation. The Companies Act and our memorandum and articles of association provide that our shareholders may approve corporate matters
by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting
without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it
complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to
do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to
put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of
association allow any one or more of our shareholders who together hold shares which carry in aggregate not less than one-third of the total number of votes
attaching to all issued and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our
shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such
meeting. Other than this right to requisition a shareholders’ meeting, our memorandum and articles of association do not provide our shareholders with any
other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are not obliged
by law to call shareholders’ annual general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of
incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it
permits the minority shareholder to cast all the votes to which the shareholder is entitled for a single director, which increases the shareholder’s voting power
with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our memorandum
and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than
shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a
majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of
association, directors may be removed with or without cause, by an ordinary resolution of our shareholders. In addition, a director’s office shall be vacated if
the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) is found to be or becomes of unsound mind or dies;
(iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive
meetings of the board and the board resolves that his office be vacated or; (v) is removed from office pursuant to any other provisions of our memorandum and
articles of association.
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Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the
corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in
certain business combinations with an “interested shareholder” for three years following the date on which such person becomes an interested shareholder. An
interested shareholder generally is one which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the
effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute
does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the
business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware
public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business
combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does
provide that such transactions entered into must be bona fide in the best interests of the company, for a proper corporate purpose and not with the effect of
perpetrating a fraud on the minority shareholders.
Restructuring
A company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the
company:
(a)
is or is likely to become unable to pay its debts; and
(b) intends to present a compromise or arrangement to its creditors (or classes thereof) either pursuant to the Companies Act, the law of a foreign
country or by way of a consensual restructuring.
The Grand Court may, among other things, make an order appointing a restructuring officer upon hearing of such petition, with such powers and to carry
out such functions as the court may order. At any time (i) after the presentation of a petition for the appointment of a restructuring officer but before an order
for the appointment of a restructuring officer has been made, and (ii) when an order for the appointment of a restructuring officer is made, until such order has
been discharged, no suit, action or other proceedings (other than criminal proceedings) shall be proceeded with or commenced against the company, no
resolution to wind up the company shall be passed, and no winding up petition may be presented against the company, except with the leave of the court.
However, notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer, a creditor
who has security over the whole or part of the assets of the company is entitled to enforce the security without the leave of the court and without reference to
the restructuring officer appointed.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by
shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a
simple majority of the corporation’s outstanding shares. The Delaware General Corporation Law allows a Delaware corporation to include in its certificate of
incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors. Under Cayman Islands law, a company
may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts
as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where
it is, in the opinion of the court, just and equitable to do so.
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Variation of Rights of Shares
If at any time, our share capital is divided into different classes of shares, under the Delaware General Corporation Law, a corporation may vary the rights
of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our
memorandum and articles of association and as permitted by the Companies Act, if our share capital is divided into more than one class of shares, we may
materially adversely vary the rights attached to any class with the consent in writing of two-thirds of the holders of the issued shares of that class or series or
with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding
shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Act, our memorandum and articles of association may
only be amended by a special resolution of our shareholders.
Inspection of Books and Records
Holders of our ordinary shares will have no general rights under Cayman Islands law to inspect or obtain copies of our list of shareholders or our
corporate records (except for our memorandum and articles of association, our register of mortgages and charges and special resolutions of our shareholders).
Anti-takeover Provisions
Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management
that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preferred shares in one or more series and to
designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of
association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by foreign law or by our memorandum and articles of association on the rights of non-resident or foreign shareholders to
hold or exercise voting rights on our ordinary shares. In addition, there are no provisions in our memorandum and articles of association that require our
company to disclose shareholder ownership above any particular ownership threshold.
Staggered Board of Directors
The Companies Act and our memorandum and articles of association do not contain provisions that require staggered board arrangements for a Cayman
Islands company.
Description of Debt Securities, Warrants and Rights and Other Securities (Items 12.A, 12.B and 12.C of Form 20-F)
On July 19, 2023, we issued and sold to certain investors in a registered direct offering (i) the regular warrants to purchase up to an aggregate of 761,904
ADSs, representing 4,285,710,000 Class A ordinary shares of our company, and (ii) the reset warrants that permitted cashless exercise of up to an aggregate of
1,904,761 ADSs, representing 10,714,280,625 Class A ordinary shares of our company. As of the date of this annual report, (i) an aggregate of 761,904 ADSs
are issuable upon exercise of the regular warrants, and (ii) an aggregate of 1,904,761 ADSs were issued and sold to the investors via cashless exercise as set
forth in the reset warrants, representing all the ADSs issuable under the reset warrants.
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The following summary of certain terms and provisions of the regular warrants is subject to, and qualified in its entirety by, the provisions of the warrants,
the form of which was initially filed as an exhibit to our current report on Form 6-K with the SEC on July 18, 2023, and is incorporated by reference in this
annual report.
Duration and Exercise Price. The regular warrants are immediately exercisable upon issuance and remain exercisable within five years for ADSs at an
exercise price of US$2.22546 per ADS.
Exercisability. Exercise of the purchase rights represented by the regular warrant may be made, in whole or in part, by delivery of a duly executed notice
of exercise by e-mail to us. Within a short time period following the date of exercise, a holder will deliver to us the aggregate exercise price for the ADSs
thereby purchased and specified in the applicable notice of exercise, except in the case of a cashless exercise as discussed below. A holder (together with its
affiliates) may not exercise any portion of the regular warrant to the extent that the holder would beneficially own more than 9.99% of the outstanding
ordinary shares immediately after such exercise. No fractional ADSs will be issued in connection with the exercise of any regular warrant. In lieu of fractional
ADSs, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole ADS.
Cashless Exercise. If, at the time a holder exercises its regular warrants, there is no effective registration statement available for the issuance of the ADSs
underlying the regular warrants, then the holder may elect instead to receive upon such exercise (either in whole or in part) a number of ADSs as determined
according to a formula set forth in the regular warrants.
Transferability. The regular warrants and all rights thereunder are transferable, in whole or in part, upon surrender of the regular warrant to us together
with the appropriate instruments of assignment and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Right as a Shareholder. Except as otherwise provided in the regular warrants, the holders of the regular warrants do not have any voting rights, dividends
or other rights as a shareholder or us prior to the exercise of such regular warrants.
Anti-dilution. Within the period from the original issuance date of the regular warrants until the date that is the 12-month anniversary of such original
issuance date, the exercise price of the regular warrants is subject to adjustments if we sell or issue ADSs, ordinary shares or their equivalents at an effective
price per share less than the exercise price of the regular warrants then in effect. If we enter into a variable rate transaction as defined in the securities purchase
agreement, we will be deemed to have issued securities at the lowest possible price, conversion price or exercise price at which such securities may be issued,
converted or exercised.
Fundamental Transaction. In the event of a fundamental transaction, as described in the regular warrants and generally including our consolidation or
merger with or into another person, sale and disposition of all or substantially all of our assets, the acquisition of more than 50% of our outstanding ordinary
shares, any reclassification, reorganization or recapitalization of our ADSs, or any person or group becoming the beneficial owner of 50% or more of our
voting power, the holders of the regular warrants will be entitled to receive upon exercise of the regular warrants the number of shares of the successor or
acquiring corporation or of us (if we are the surviving corporation) and any additional consideration receivable as a result of such fundamental transaction by a
holder of the number of ADSs for which this Regular Warrant is exercisable immediately prior to such fundamental transaction. In addition, upon a
fundamental transaction, the holder will have the right to require us or any successor entity to repurchase its regular warrants by paying an amount of cash
equal to their fair value using the Black Scholes option pricing formula; provided, however, that we or any successor entity will pay such holder using the
same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of our common shares in connection with the
fundamental transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of our common shares are
given the choice to receive from among alternative forms of consideration in connection with the fundamental transaction.
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Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
The Bank of New York Mellon, as depositary, will register and deliver the American Depositary Shares, also referred to as ADSs. Each ADS represents
5,625 Class A ordinary shares (or a right to receive Class A ordinary shares) deposited with The Hongkong and Shanghai Banking Corporation Limited, as
custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary.
The deposited Class A ordinary shares together with any other securities, cash or other property held by the depositary are referred to as the deposited
securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York,
New York 10286.
You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a
specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security
entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called
DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you
hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this
section. You should consult with your broker or financial institution to find out what those procedures are.
Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder
rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit
agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights
and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit
agreement and the form of ADR.
Dividends and Other Distributions
How will you receive dividends and other distributions on the Class A ordinary shares?
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on Class A ordinary
shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of
Class A ordinary shares your ADSs represent.
● Cash. The depositary will convert any cash dividend or other cash distribution we pay on the Class A ordinary shares into U.S. dollars, if it can do so
on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot
be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so.
It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency
and it will not be liable for any interest.
Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute
only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the
depositary cannot convert the foreign currency, you may lose some of the value of the distribution.
12
● Class A Ordinary Shares. The depositary may distribute additional ADSs representing any Class A ordinary shares we distribute as a dividend or free
distribution. The depositary will only distribute whole ADSs. It will sell Class A ordinary shares which would require it to deliver a fraction of an
ADS (or ADSs representing those Class A ordinary shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does
not distribute additional ADSs, the outstanding ADSs will also represent the new Class A ordinary shares. The depositary may sell a portion of the
distributed Class A ordinary shares (or ADSs representing those Class A ordinary shares) sufficient to pay its fees and expenses in connection with
that distribution.
● Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the
depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the
net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of
those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if
we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the
securities to which the rights relate and distribute those securities or, in the case of Class A ordinary shares, new ADSs representing the new Class A
ordinary shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict
the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities
distributed may be subject to restrictions on transfer.
● Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair
and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net
proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly
distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives
satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property
sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute
securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation
to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of
ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our Class A ordinary shares or any
value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits Class A ordinary shares or evidence of rights to receive Class A ordinary shares with the
custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register
the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such
as stamp taxes or stock transfer taxes or fees, the depositary will deliver the Class A ordinary shares and any other deposited securities underlying the ADSs to
the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the
deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a
fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of
deposited securities.
13
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR
and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of
a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will
execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the depositary how to vote the number of deposited Class A ordinary shares their ADSs represent. If we request the depositary
to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting
materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For
instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the
Cayman Islands and the provisions of our articles of association or similar documents, to vote or to have its agents vote the Class A ordinary shares or other
deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions,
and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the
Class A ordinary shares. However, you may not know about the meeting enough in advance to withdraw the Class A ordinary shares. In any event, the
depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed or as
described in the following sentence. If we asked the depositary to solicit your instructions at least 45 days before the meeting date, but the depositary does not
receive voting instructions from you by the specified date and we confirm to the depositary that:
● we wish to receive a proxy to vote uninstructed shares;
● we reasonably do not know of any substantial shareholder opposition to the proxy item(s); and
● the proxy item(s) is not materially adverse to the interests of shareholders,
then the depositary will consider you to have authorized and directed it to give a discretionary proxy to a person designated by us to vote the number of
deposited securities represented by your ADSs as to the proxy item(s).
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by
your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting
instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if the shares represented by your ADSs are not
voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to the deposited Class A ordinary shares,
if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45
days in advance of the meeting date.
14
Fees and Expenses
Persons depositing or withdrawing Class A ordinary
shares or ADS holders must pay:
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
For:
Issuance of ADSs, including issuances resulting from a distribution of
Class A ordinary shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit
agreement terminates
US$.05 (or less) per ADS
Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to
you had been Class A ordinary shares and the Class A ordinary shares had
been deposited for issuance of ADSs
Distribution of securities distributed to holders of deposited securities
(including rights) that are distributed by the depositary to ADS holders
US$.05 (or less) per ADS per calendar year
Depositary services
Registration or transfer fees
Transfer and registration of Class A ordinary shares on our share register to or
from the name of the depositary or its agent when you deposit or withdraw
Class A ordinary shares
Expenses of the depositary
Cable (including SWIFT) and facsimile transmissions (when expressly
provided in the deposit agreement)
Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian has to
pay on any ADSs or Class A ordinary shares underlying ADSs, such as stock
transfer taxes, stamp duty or withholding taxes
As necessary
Any charges incurred by the depositary or its agents for servicing the
deposited securities
As necessary
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing Class A ordinary shares or surrendering ADSs for
the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees
from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services
by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The
depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to
ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are
paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and
maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS
holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that
are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent,
advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own
account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit
agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no
representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be
obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations
under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.
15
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your
ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until
those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you
will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to
ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering
ADSs and subject to any conditions or procedures the depositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will
call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation,
recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the
old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary
decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other
reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new
ADSs representing the new deposited securities or ask you to surrender your outstanding ADSs in exchange for new ADSs identifying the new deposited
securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs
have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases
fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar
items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS
holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and
to be bound by the ADRs and the deposit agreement as amended.
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How may the deposit agreement be terminated?
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit
agreement if
● 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
● we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;
● we appear to be insolvent or enter insolvency proceedings;
● all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
● there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
● there has been a replacement of deposited securities.
If the deposit agreement terminates, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination
date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is
holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their
ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except
that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind
that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale
proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination
date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs
holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary.
We and the depositary:
● are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a
fiduciary or have any fiduciary duty to holders of ADSs;
● are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its control from performing our or its
obligations under the deposit agreement;
● are not liable if we or it exercises discretion permitted under the deposit agreement;
● are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of
ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit
agreement;
17
● have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of
any other person;
● may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
● are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
● the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that
may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit
of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of Class A ordinary shares, the
depositary may require:
● payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any
Class A ordinary shares or other deposited securities;
● satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
● compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at
any time if the depositary or we think it advisable to do so.
Your Right to Receive the Class A Ordinary Shares Underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying Class A ordinary shares at any time except:
● when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of Class A
ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our Class A ordinary shares;
● when you owe money to pay fees, taxes and similar charges; or
● when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of
Class A ordinary shares or other deposited securities.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
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Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile
Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered
holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a
DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or
its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS
holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that
the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer
and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the
Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the
depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the
depositary.
Shareholder Communications; Inspection of Register of Holders of ADSs
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we
make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those
communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders
about a matter unrelated to our business or the ADSs.
Jury Trial Waiver
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or
the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or
the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances
of that case in accordance with applicable case law. However, you will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our
or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
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Principal Subsidiaries, Consolidated Affiliated Entity and
Subsidiaries of Consolidated Affiliated Entity of the Registrant
Exhibit 8.1
Subsidiaries:
Fangdd International Holding Ltd., a British Virgin Islands company
Fangdd Network Holding Ltd., a Hong Kong company
Shenzhen Fangdd Information Technology Co., Ltd., a PRC company
Shanghai Fangdd Information Technology Co., Ltd., a PRC company
Shenzhen Fangdd Software Technology Co., Ltd., a PRC company
Consolidated Affiliated Entity:
Shenzhen Fangdd Network Technology Co, Ltd., a PRC company
Subsidiaries of Consolidated Affiliated Entities:
Shenzhen Fangyun Information Technology Co., Ltd., a PRC company
Shanghai Fangdd Network Technology Co., Ltd., a PRC company
Nanjing Fangdd Network Technology Co., Ltd., a PRC company
Xi’an Fangdd Network Technology Co., Ltd., a PRC company
Shenzhen Qianhai Duoduojia Financial Service Co., Ltd., a PRC company
Shanghai Fanghaoduo Network Technology Co., Ltd., a PRC company
Shanghai Huisheng Network Technology Co., Ltd., a PRC company
Wuxi Fangdd Network Technology Co., Ltd., a PRC company
Shanghai Fengmu Network Technology Co., Ltd., a PRC company
Shenzhen Fangdd Technology Environmental Engineering Co., Ltd. a PRC company
Guangzhou Yipai Robot Co., Ltd., a PRC company
Shanghai Fangdd Enviromental Technology Development Co., Ltd., a PRC company
Exhibit 12.1
I, Xi Zeng, certify that:
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Fangdd Network Group Ltd. (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the Company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal
control over financial reporting.
Date: April 19, 2024
/s/ Xi Zeng
By:
Name: Xi Zeng
Title: Chief Executive Officer
Exhibit 12.2
I, Shuiying Chen, certify that:
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Fangdd Network Group Ltd. (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the Company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal
control over financial reporting.
Date: April 19, 2024
/s/ Shuiying Chen
By:
Name: Shuiying Chen
Title: Financial Controller
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.1
In connection with the Annual Report of Fangdd Network Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Xi Zeng, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 19, 2024
/s/ Xi Zeng
By:
Name: Xi Zeng
Title: Chief Executive Officer
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2
In connection with the Annual Report of Fangdd Network Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Shuiying Chen, Financial Controller of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 19, 2024
/s/ Shuiying Chen
By:
Name: Shuiying Chen
Title: Financial Controller
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.333-237506) and Form F-3 (No.333-267397) of
Fangdd Network Group Ltd. of our report dated April 19, 2024 relating to the consolidated financial statements, which appears in this Form 20-F.
Exhibit 15.1
/s/ Audit Alliance LLP
Audit Alliance LLP
Singapore
April 19, 2024
Global Law Office
Exhibit 15.2
April 19, 2024
Fangdd Network Group Ltd.
Room 4106, Building 12B1
Shenzhen Bay Ecological Technology Park
Nanshan District, Shenzhen, 518063
People’s Republic of China
Dear Sirs,
We hereby consent to references to our name under the heading “Item 4.C. Information on the Company—Organizational Structure—Contractual
Arrangements with the VIE and its Shareholders” in the annual report on Form 20-F of Fangdd Network Group Ltd. for the year ended December 31, 2023
(the “Annual Report”), and further consent to the incorporation by reference into the Registration Statement (Form S-8 No. 333-237506) and the Registration
Statement (Form F-3 No. 333-267397), of our opinion under the heading “Item 4.C. Information on the Company— Organizational Structure—Contractual
Arrangements with the VIE and its Shareholders” in the Annual Report. We also consent to the filing of this consent letter with the U.S. Securities and
Exchange Commission as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours sincerely,
/s/ Global Law Office
Global Law Office
FANGDD NETWORK GROUP LTD.
INCENTIVE COMPENSATION RECOUPMENT POLICY
Exhibit 97.1
1.
INTRODUCTION
The Board of Directors (the “Board”) of Fangdd Network Group Ltd., a company incorporated in the Cayman Islands (the “Company”), has
determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”)
providing for the Company’s recoupment of Recoverable Incentive Compensation that is received by Covered Officers of the Company under certain
circumstances. Certain capitalized terms used in this Policy have the meanings given to such terms in Section 3 below.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated
thereunder (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”).
2.
EFFECTIVE DATE
This Policy shall apply to all Incentive Compensation that is received by a Covered Officer on or after October 2, 2023 (the “Effective Date”).
Incentive Compensation is deemed “received” in the Company’s fiscal period in which the Financial Reporting Measure specified in the Incentive
Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
3.
DEFINITIONS
“Accounting Restatement” means an accounting restatement that the Company is required to prepare due to the material noncompliance of the
Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were
corrected in the current period or left uncorrected in the current period.
“Accounting Restatement Date” means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or
the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to
prepare an Accounting Restatement.
“Administrator” means the Compensation Committee or, in the absence of such committee, the Board.
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Compensation Committee” means the Compensation Committee of the Board.
“Covered Officer” means each current and former Executive Officer.
“Exchange” means the Nasdaq Stock Market.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer,
the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any
other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers
of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy-making functions for the Company.
Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this
Policy would include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and any measures derived wholly or in part from such measures, including Company share price and total shareholder
return (“TSR”). A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial
Reporting Measure.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial
Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period
(resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at
least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to
the Effective Date.
“Recoverable Incentive Compensation” means Incentive Compensation received by a Covered Officer during the Lookback Period that exceeds the
amount of Incentive Compensation that would have been received had such amount been determined based on the Accounting Restatement, computed without
regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions). For any compensation plans or programs that take into
account Incentive Compensation, the amount of Recoverable Incentive Compensation for purposes of this Policy shall include, without limitation, the amount
contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive
Compensation that is based on share price or TSR, where the Recoverable Incentive Compensation is not subject to mathematical recalculation directly from
the information in an Accounting Restatement, the Administrator will determine the amount of Recoverable Incentive Compensation based on a reasonable
estimate of the effect of the Accounting Restatement on the share price or TSR upon which the Incentive Compensation was received. The Company shall
maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange in accordance with the Listing
Standards.
“SEC” means the U.S. Securities and Exchange Commission.
4.
RECOUPMENT
(a) Applicability of Policy. This Policy applies to Incentive Compensation received by a Covered Officer (i) after beginning services as an Executive
Officer, (ii) who served as an Executive Officer at any time during the performance period for such Incentive Compensation, (iii) while the Company had a
class of securities listed on a national securities exchange or a national securities association, and (iv) during the Lookback Period.
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(b) Recoupment Generally. Pursuant to the provisions of this Policy, if there is an Accounting Restatement, the Company must reasonably promptly
recoup the full amount of the Recoverable Incentive Compensation, unless the conditions of one or more subsections of Section 4(c) of this Policy are met and
the Compensation Committee, or, if such committee does not consist solely of independent directors, a majority of the independent directors serving on the
Board, has made a determination that recoupment would be impracticable. Recoupment is required regardless of whether the Covered Officer engaged in any
misconduct and regardless of fault, and the Company’s obligation to recoup Recoverable Incentive Compensation is not dependent on whether or when any
restated financial statements are filed.
(c) Impracticability of Recovery. Recoupment may be determined to be impracticable if, and only if:
(i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of the applicable Recoverable Incentive
Compensation; provided that, before concluding that it would be impracticable to recover any amount of Recoverable Incentive Compensation based
on expense of enforcement, the Company shall make a reasonable attempt to recover such Recoverable Incentive Compensation, document such
reasonable attempt(s) to recover, and provide that documentation to the Exchange in accordance with the Listing Standards; or
(ii) recoupment of the applicable Recoverable Incentive Compensation would likely cause an otherwise tax-qualified retirement plan, under
which benefits are broadly available to employees of the Company, to fail to meet the requirements of Code Section 401(a)(13) or Code Section
411(a) and regulations thereunder.
(d) Sources of Recoupment. To the extent permitted by applicable law, the Administrator shall, in its sole discretion, determine the timing and
method for recouping Recoverable Incentive Compensation hereunder, provided that such recoupment is undertaken reasonably promptly. The Administrator
may, in its discretion, seek recoupment from a Covered Officer from any of the following sources or a combination thereof, whether the applicable
compensation was approved, awarded, granted, payable or paid to the Covered Officer prior to, on or after the Effective Date: (i) direct repayment of
Recoverable Incentive Compensation previously paid to the Covered Officer; (ii) cancelling prior cash or equity-based awards (whether vested or unvested
and whether paid or unpaid); (iii) cancelling or offsetting against any planned future cash or equity-based awards; (iv) forfeiture of deferred compensation,
subject to compliance with Code Section 409A; and (v) any other method authorized by applicable law or contract. Subject to compliance with any applicable
law, the Administrator may effectuate recoupment under this Policy from any amount otherwise payable to the Covered Officer, including amounts payable to
such individual under any otherwise applicable Company plan or program, e.g., base salary, bonuses or commissions and compensation previously deferred by
the Covered Officer. The Administrator need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable
Incentive Compensation.
(e) No Indemnification of Covered Officers. Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement
or provision of the Company’s organizational documents to the contrary, no Covered Officer shall be entitled to indemnification or advancement of expenses
in connection with any enforcement of this Policy by the Company, including paying or reimbursing such Covered Officer for insurance premiums to cover
potential obligations to the Company under this Policy.
(f) Indemnification of Administrator. Any members of the Administrator, and any other members of the Board who assist in the administration of
this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be indemnified by the
Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing
sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
(g) No “Good Reason” for Covered Officers. Any action by the Company to recoup or any recoupment of Recoverable Incentive Compensation
under this Policy from a Covered Officer shall not be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination
under any benefits or compensation arrangement applicable to such Covered Officer, or (ii) to constitute a breach of a contract or other arrangement to which
such Covered Officer is party.
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5.
ADMINISTRATION
Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall have full and final authority to
make any and all determinations required under this Policy. Any determination by the Administrator with respect to this Policy shall be final, conclusive and
binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this
Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as
to matters within the scope of such other committee’s responsibility and authority. Subject to applicable law, the Administrator may authorize and empower
any officer or employee of the Company to take any and all actions that the Administrator, in its sole discretion, deems necessary or appropriate to carry out
the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
6.
SEVERABILITY
If any provision of this Policy or the application of any such provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable
provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
7.
NO IMPAIRMENT OF OTHER REMEDIES
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims, damages or other legal remedies the
Company or any of its affiliates may have against a Covered Officer arising out of or resulting from any actions or omissions by the Covered Officer. This
Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation,
termination of employment and/or institution of civil proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of
2002 (“SOX 304”) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recoupment
policy and/or similar provisions in any employment, equity plan, equity award, or other individual agreement, to which the Company is a party or which the
Company has adopted or may adopt and maintain from time to time; provided, however, that compensation recouped pursuant to this Policy shall not be
duplicative of compensation recouped pursuant to SOX 304 or any such compensation recoupment policy and/or similar provisions in any such employment,
equity plan, equity award, or other individual agreement except as may be required by law.
8.
AMENDMENT; TERMINATION
The Administrator may amend, terminate or replace this Policy or any portion of this Policy at any time and from time to time in its sole discretion.
The Administrator shall amend this Policy as it deems necessary to comply with applicable law or any Listing Standard.
9.
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1 and/or the applicable Listing
Standards, their beneficiaries, heirs, executors, administrators or other legal representatives.
10.
REQUIRED FILINGS
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as required by the SEC.
* * * * *
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FANGDD NETWORK GROUP LTD.
INCENTIVE COMPENSATION RECOUPMENT POLICY
FORM OF EXECUTIVE ACKNOWLEDGMENT
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the Fangdd Network Group Ltd. Incentive Compensation Recoupment Policy, as
may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the
terms of any employment agreement, offer letter or other individual agreement with Fangdd Network Group Ltd. (the “Company”) to which I am a party, or
the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid
to me, the terms of the Policy shall govern.
In the event that the Administrator (as defined in the Policy) determines that any compensation granted, awarded, earned or paid to me must be forfeited or
reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further agree
and acknowledge that I am not entitled to indemnification, and hereby waive any right to advancement of expenses, in connection with any enforcement of the
Policy by the Company.
Agreed and Acknowledged:
Name:
Title:
Date:
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