Fangdd Network Group Ltd.

 
 
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
 
OR
 
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2024
 
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 1501, Shangmei Technology Building
15 Dachong Road
Nanshan District, Shenzhen, 518072
People’s Republic of China
(Address of Principal Executive Offices)
 
Xi Zeng
Chief Executive Officer
Room 1501, Shangmei Technology Building
15 Dachong Road
Nanshan District, Shenzhen, 518072
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
 
Trading Symbol(s)
 
Name of each exchange on which
registered
Class A ordinary shares, par value
US$0.0005625 per share
 
DUO
 
The Nasdaq Capital Market
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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)
 
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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, 2024, there were (i)  35,664,228  Class A ordinary shares outstanding, par value US$0.0005625 per share
(excluding Class A ordinary shares reserved for future issuances upon the exercise or vesting of awards granted under the share
incentive plans, upon the exercise of warrants issued on July 19, 2023, and upon the conversion of notes issued on February 11,
2025 and March 14, 2025), (ii) 87,186 Class B ordinary shares outstanding, par value US$0.0005625 per share, and (iii) 15,159
Class C ordinary shares outstanding, par value US$0.0005625 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    ☐
Non-accelerated filer    ☒
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
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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  ☐
 
 
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TABLE OF CONTENTS
 
 
 
Page
INTRODUCTION
 
ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
iv
PART I
 
1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
7
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
 
7
ITEM 3.KEY INFORMATION
 
8
ITEM 4. INFORMATION ON THE COMPANY
 
61
ITEM 4A. UNRESOLVED STAFF COMMENTS
 
87
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
87
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
103
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
111
ITEM 8. FINANCIAL INFORMATION
 
115
ITEM 9. THE OFFER AND LISTING
 
116
ITEM 10. ADDITIONAL INFORMATION
 
116
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
132
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
133
PART II
 
134
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
134
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
 
134
ITEM 15. CONTROLS AND PROCEDURES
 
134
ITEM 16. [RESERVED]
 
135
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
 
135
ITEM 16B. CODE OF ETHICS
 
136
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
136
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
136
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
136
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
136
ITEM 16G. CORPORATE GOVERNANCE
 
136
ITEM 16H. MINE SAFETY DISCLOSURE
 
137
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
137
ITEM 16J. INSIDER TRADING POLICIES
 
137
ITEM 16K. CYBERSECURITY
 
137
PART III
 
139
ITEM 17. FINANCIAL STATEMENTS
 
139
ITEM 18. FINANCIAL STATEMENTS
 
139
ITEM 19. EXHIBITS
 
139
SIGNATURES
 
143
 
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INTRODUCTION
 
Conventions Used in this Annual Report
 
In this annual report, unless otherwise indicated or the context otherwise requires:
 
●
“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 previously represented one Class A ordinary share, and
“ADRs” refer to the American depositary receipts that previously evidenced our ADSs; on September 30, 2024, we
implemented a substitution listing whereby all ADSs were exchanged into our company’s Class A ordinary shares on a
mandatory basis, and our ADR facility was terminated thereafter;
 
●
“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$0.0005625 per share;
 
●
“Class B ordinary shares” refer to our Class B ordinary shares, par value US$0.0005625 per share;
 
●
“Class C ordinary shares” refer to our Class C ordinary shares, par value US$0.0005625 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;
 
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●
“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.
 
On August 12, 2024, we effected a share consolidation to consolidate every 5,625 ordinary shares of a par value
US$0.0000001 per share into one ordinary share of a par value US$0.0005625 per share (the “Share Consolidation”). The Share
Consolidation, along with other related matters, was approved by our shareholders at an extraordinary general meeting held on July
11, 2024. No fractional shares were issued in connection with the Share Consolidation, and all fractional shares were rounded up to
the nearest whole number. The Share Consolidation changed the ratio of the ADSs (previously representing our Class A ordinary
shares) to our Class A ordinary shares from one ADS representing 5,625 Class A ordinary shares of a par value US$0.0000001 per
share, to one ADS representing one Class A ordinary share of a par value US$0.0005625 per share. 
 
On September 30, 2024, we implemented a substitution listing, whereby all ADSs were exchanged into our company’s Class A
ordinary shares on a mandatory basis. After the mandatory exchange, ADSs that previously represented our Class A ordinary shares
ceased to be listed on The Nasdaq Capital Market, or Nasdaq, and the underlying Class A ordinary shares began trading on Nasdaq
under the same symbol “DUO.”
 
Unless indicated otherwise, and to consistently present our share capital and relevant share numbers, references to our ordinary
shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Share Consolidation, as
if the Share Consolidation had occurred by the relevant earlier date.
 
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 RMB7.2993 to US$1.00, the exchange rate in effect as of December 31,
2024 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.
 
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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.
 
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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
Class A ordinary shares 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 PRC; (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 our Class A ordinary shares 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 Mainland 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 Class A ordinary
shares, 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.”
 
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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
Class A ordinary shares 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 Class A ordinary shares when you wish to do so, and the risk and uncertainty associated
with delisting would cause our Class A ordinary shares 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 Class A ordinary shares 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 Class A ordinary shares, 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 relevant
laws and regulations and the enforcement practice by relevant government authorities may be subject to future changes, 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.”
 
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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, which came into effect on March 31, 2023, and five supporting guidelines, which came into
effect on February 17, 2023. Subsequently, the CSRC promulgated two additional supporting guidelines on May 16, 2023 and May
7, 2024, respectively. 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 three business days after the offering is completed. 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 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 submitted filings to the CSRC for each registered offering conducted by us since
the implementation of the Trial Measures, among which four filings are under the CSRC’s review. In particular, we submitted to
the CSRC (i) a filing on October 10, 2024 for our registered direct offerings conducted on October 1, 2024 and October 7, 2024;
(ii) a filing on November 13, 2024 for our registered direct offering conducted on November 8, 2024; (iii) a filing on February 14,
2025 for our registered direct offering conducted on February 11, 2025; and (iv) a filing on March 19, 2025 for our registered direct
offering conducted on March 14, 2025. Other than these filings, 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, and (ii) are not required to go through cybersecurity review by the CAC, because (a) the ownership
structures of our PRC subsidiaries and VIE were not established through acquisition of equity interests or assets of any PRC
domestic company by foreign entities as clearly defined under the Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investor, and (b) our PRC subsidiaries and VIE are not been identified as a critical information
infrastructure operator by the competent authorities, and the Cybersecurity Review Measures do not provide any explanation or
interpretation of “affect or may affect national security,” and our offshore offerings specified above do not fall under “listing in a
foreign country” as defined in the Cybersecurity Review Measures. 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, the interpretation and application of current and future PRC laws could evolve over time.
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 evolve over time and the rules and
policies in China may change quickly sometimes with little advance notice, which could result in a material adverse
change in our operations and the value of our Class A ordinary shares. 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 Class A ordinary shares;”
 
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●
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 Class A ordinary shares. The Chinese government may take actions to regulate or influence
our operations from time to 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 Class A ordinary
shares. 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 Class A ordinary shares;” and
 
●
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
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.
 
●
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 and could evolve over time.
 
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●
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.
 
●
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.
 
●
On March 22, 2024, the CAC promulgated the Regulations on Promoting and Regulating Data Cross-border Transfers.
According to these regulations, data processors shall identify and declare important data in accordance with relevant
provisions. Data that have not been notified or publicly announced as important data by relevant departments or regions
do not need to be declared for data cross-border security assessment as important data. Data processors, other than critical
information infrastructure operators, who cumulatively provide less than 100,000 individuals’ personal information
(excluding sensitive personal information) to overseas recipients from January 1 of the current year, are exempt from
declaring data cross-border security assessments, entering into standard contracts for personal information cross-border
transfers, or obtaining personal information protection certification. Unless otherwise specified, data processors, other
than critical information infrastructure operators, who cumulatively provide 100,000 or more but less than 1,000,000
individuals’ personal information (excluding sensitive personal information) or less than 10,000 individuals’ sensitive
personal information to overseas recipients from January 1 of the current year, shall enter into standard contracts for
personal information cross-border transfers or obtain personal information protection certification in accordance with the
law. When data processors provide personal information to overseas recipients, they shall fulfill obligations such as
informing individuals, obtaining their separate consent, and conducting personal information protection impact
assessments in accordance with laws and administrative regulations. On January 3, 2025, the CAC issued the Draft
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Measures for Authentication on Protection of Personal Information for Cross-Border Transfer of Personal Information for
public comments, to provide further guidance and regulatory requirements on authentication on protection of personal
information for cross-border transfer of personal information.
 
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●
The Regulations for the Administration of Cyber Data Security was promulgated by the State Council on September 24,
2024, and has become effective on January 1, 2025. The Data Security Regulations require that a data processor who
engages in cyber data processing activities that affect or may affect national security shall undergo a national security
review in accordance with relevant state regulations. A data processor shall identify and declare important data in
accordance with relevant state regulations. For data confirmed as important, the relevant regions and departments shall
promptly notify the cyber data processors or publicly announce it. Cyber data processors shall fulfill their network data
security protection responsibilities. Where data processors conduct merger, division, dissolution, bankruptcy, or otherwise,
the data recipient shall continue to perform its data security protection obligations. The Data Security Regulations also
require a data processor processing important data shall conduct an annual risk assessment of their network data
processing activities and submit a risk assessment report to the relevant competent departments at or above the provincial
level. As no detailed rules or implementation of the Data Security Regulations have been issued, 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 Data Security Regulations, if any, at this stage, and we will closely monitor and assess any development in
the rulemaking process. If the 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 February 12, 2025, the CAC issued the Administrative Measures for Personal Information Protection Compliance
Audit, which will take effect on May 1, 2025. According to these administrative measures, any personal information
processor who processes personal information of more than ten million individuals shall carry out the personal
information protection compliance audit at least once every two years. Any personal information processor who processes
personal information of more than one million individuals shall designate a specific officer to be responsible for the
compliance audit of its personal information protection. Any personal information processor providing important internet
platform services, with a large number of users and with complicated business types shall establish an independent
institution mainly composed of external personnel to supervise the personal information protection compliance audit.
After completion of compliance audit, the personal information processors shall submit the compliance audit report issued
by the agency to the protection authorities. Any personal information processor which violates these provisions shall be
punished in accordance with the PRC Personal Information Protection Law, the Regulations on Network Data Security
and other relevant laws and regulations. If the violation constitutes a crime, such personal information processor shall be
prosecuted for criminal responsibility.
 
●
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, which came into effect on
March 31, 2023, and five supporting guidelines, which came into effect on February 17, 2023. Subsequently, the CSRC
promulgated two additional supporting guidelines on May 16, 2023 and May 7, 2024, respectively. 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 three business days after the offering is completed. 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.
 
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●
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. On April 25, 2024, the Anti-
Monopoly Committee of the State Council of the PRC issued the Anti-Monopoly Compliance Guideline (2024 Version)
for Operators. This guideline provides general guidance on compliance management system, compliance risk focus,
compliance risk management, and compliance management guarantee to encourage the operators to prevent potential
compliance violations under the law. On May 6, 2024, the State Administration for Market Regulation issued the Interim
Provisions Against Unfair Competition in Cyberspace, which took effect on September 1, 2024. Under these provisions,
platform operators with competitive advantages are prohibited from using technical means to exploit their advantages with
transaction data, traffic, and other background information or management rules, unless justified. In addition, platform
operators are prohibited from using service agreements, transaction rules, or other methods to impose unreasonable
restrictions or unfair conditions on business operators using the platform. This includes restrictions on transaction pricing
or on the ability to conduct transactions with other business operators. 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
Class A ordinary shares, 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.
 
●
In cross-border judicial practice, you may face the following legal procedural obstacles: First, there are significant
obstacles in the extraterritorial service of judicial documents and cross-border enforcement of foreign court decisions;
Secondly, transnational litigation against our company and the directors and senior management disclosed in this annual
report on Form 20-F will be subject to conflicts of law and differences in jurisdictional systems in different jurisdictions.
In particular, given that the above-mentioned persons are mainly residents in the territory of the People’s Republic of
China, in the process of pursuing their legal responsibilities and implementing overseas judicial rulings, they may
encounter practical difficulties such as restrictions on personal jurisdiction and procedural obstacles to cross-border
judicial assistance.
 
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.”
 
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
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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 our Class A ordinary shares are not purchasing equity interest in the consolidated VIE and its
subsidiaries but instead are purchasing equity interest in a Cayman Islands holding company.
 
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, Li Zhou, Jiaorong Pan, and Ying Lu, holding 55.61%, 31.95%, 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 nine wholly owned subsidiaries.
 
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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,
another three nominee shareholders transferred their equity interest to the remaining nominee shareholders in 2023, and another
one nominee shareholder transferred his equity interest to the remaining nominee shareholders in 2025. 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.
 
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.
 
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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.
 
●
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.
 
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 still evolving and
may differ from more established legal systems, 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 certain 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 constantly evolving 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. 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;”
 
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●
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;”
 
●
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
 
 
 
For the Year Ended December 31, 2024
 
Condensed Consolidated Schedule of Results of
Operations
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Revenue(1)
   
—     
84,816     
295,144     
(40,856)    
339,104 
Cost of revenue(1)
   
—     
(63,325)    
(226,668)    
12,637     
(277,356)
Gross profit
   
—     
21,491     
68,476     
(28,219)    
61,748 
Operating expenses
   
(30,169)    
(80,308)    
(120,157)    
43,224     
(187,410)
Loss from operations
   
(30,169)    
(58,817)    
(51,681)    
15,005     
(125,662)
Other income/(expenses)(1)
   
2,236     
(7,920)    
291,252     
(139,258)    
146,310 
Equity income of subsidiaries and the VIE and
VIE’s subsidiaries(2)
   
58,903     
—     
—     
(58,903)    
— 
Income/(loss) before income tax
   
30,970     
(66,737)    
239,571     
(183,156)    
20,648 
Income tax benefit/(expense)
   
—     
(176)    
7,831     
—     
7,655 
Net income/(loss)
   
30,970     
(66,913)    
247,402     
(183,156)    
28,303 
 
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For the Year Ended December 31, 2023
 
Condensed Consolidated Schedule of Results of
Operations
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Revenue(1)
   
—     
20,574     
265,658     
(1,275)    
284,957 
Cost of revenue(1)
   
—     
(16,980)    
(228,060)    
1,277     
(243,763)
Gross profit
   
—     
3,594     
37,598     
2     
41,194 
Operating expenses
   
(10,923)    
(183,513)    
(128,839)    
16,911     
(306,364)
Loss from operations
   
(10,923)    
(179,919)    
(91,241)    
16,913     
(265,170)
Other income(1)
   
747     
4,180     
169,740     
(4,490)    
170,177 
Equity loss of subsidiaries and the VIE and VIE’s
subsidiaries(2)
   
(80,934)    
—     
—     
80,934     
— 
(Loss)/income before income tax
   
(91,110)    
(175,739)    
78,499     
93,357     
(94,993)
Income tax benefit
   
—     
1,136     
753     
—     
1,889 
Net (loss)/income
   
(91,110)    
(174,603)    
79,252     
93,357     
(93,104)
 
 
 
For the Year Ended December 31, 2022
 
Condensed Consolidated Schedule of Results of
Operations
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Revenue(1)
   
—     
6,906     
239,879     
(837)    
245,948 
Cost of revenue(1)
   
—     
(7,585)    
(213,628)    
—     
(221,213)
Gross (loss)/profit
   
—     
(679)    
26,251     
(837)    
24,735 
Operating expenses
   
(167,076)    
(63,587)    
(58,251)    
14,786     
(274,128)
Loss from operations
   
(167,076)    
(64,266)    
(32,000)    
13,949     
(249,393)
Other income/(expenses)(1)
   
10,204     
14,925     
(8,580)    
743     
17,292 
Equity loss of subsidiaries and the VIE and VIE’s
subsidiaries(2)
   
(244,039)    
—     
—     
244,039     
— 
Loss before income tax
   
(400,911)    
(49,341)    
(40,580)    
258,731     
(232,101)
Income tax expense
   
—     
(4,345)    
(3,142)    
—     
(7,487)
Net loss
   
(400,911)    
(53,686)    
(43,722)    
258,731     
(239,588)
 
 
Notes:
 
(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 Cayman.
 
Condensed Consolidated Schedule of Financial Position
 
 
 
As December 31, 2024
 
Condensed Consolidating Schedule of
Financial Position
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Cash and cash equivalents
   
29,762     
41,096     
4,493     
—     
75,351 
Restricted cash
   
—     
4,205     
9,928     
—     
14,133 
Short-term investments
   
107,878     
5,754     
—     
—     
113,632 
Accounts receivable, net
   
—     
48,052     
176,529     
(28,540)    
196,041 
Prepayments and other current assets
   
—     
84,735     
81,239     
(21,893)    
144,081 
Amounts due from subsidiaries and VIE(2)
   
1,714,269     
3,519,276     
318,792     
(5,552,337)    
— 
Others(1)
   
—     
586,154     
175,938     
(574,141)    
187,951 
Total assets
   
1,851,909     
4,289,272     
766,919     
(6,176,911)    
731,189 
Accounts payable
   
—     
101,893     
98,175     
(19,331)    
180,737 
Customers’ refundable fees
   
—     
3,087     
14,433     
(1,641)    
15,879 
Accrued expenses and other payables
   
35,478     
15,653     
69,174     
(15,710)    
104,595 
Amounts due to subsidiaries and VIE(2)
   
—     
2,994,222     
1,717,400     
(4,711,622)    
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Others
   
—     
119     
46,558     
—     
46,677 
Total liabilities
   
35,478     
3,114,974     
1,945,740     
(4,748,304)    
347,888 
Total equity/(deficit)
   
1,816,431     
1,174,298     
(1,178,821)    
(1,428,607)    
383,301 
 
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As December 31, 2023
 
Condensed Consolidating Schedule of
Financial Position
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Cash and cash equivalents
   
61,230     
34,887     
25,616     
—     
121,733 
Restricted cash
   
—     
2,700     
19,466     
—     
22,166 
Short-term investments
   
—     
15,312     
—     
—     
15,312 
Accounts receivable, net
   
—     
7,379     
307,259     
—     
314,638 
Prepayments and other current assets
   
—     
9,948     
113,290     
3,487     
126,725 
Amounts due from subsidiaries and VIE(2)
   
1,592,432     
2,739,580     
549,206     
(4,881,218)    
— 
Others(1)
   
—     
99,018     
165,611     
(95,302)    
169,327 
Total assets
   
1,653,662     
2,908,824     
1,180,448     
(4,973,033)    
769,901 
Accounts payable
   
—     
22,154     
319,606     
—     
341,760 
Customers’ refundable fees
   
—     
897     
30,657     
—     
31,554 
Accrued expenses and other payables
   
27,867     
13,560     
75,630     
(3,980)    
113,077 
Amounts due to subsidiaries and VIE(2)
   
—     
3,327,648     
1,460,993     
(4,788,641)    
— 
Others
   
—     
3,889     
88,124     
—     
92,013 
Total liabilities
   
27,867     
3,368,148     
1,975,010     
(4,792,621)    
578,404 
Total equity/(deficit)
   
1,625,795     
(459,324)    
(794,562)    
(180,412)    
191,497 
 
 
 
As of December 31, 2022
 
Condensed Consolidating Schedule of
Financial Position
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Cash and cash equivalents
   
22,710     
64,374     
56,850     
—     
143,934 
Restricted cash
   
—     
—     
38,811     
—     
38,811 
Short-term investments
   
—     
—     
2,000     
—     
2,000 
Accounts receivable, net
   
—     
4,728     
466,269     
—     
470,997 
Prepayments and other current assets
   
—     
4,747     
188,144     
(895)    
191,996 
Amounts due from subsidiaries and VIE(2)
   
1,533,937     
1,952,730     
600,557     
(4,087,224)    
— 
Others(1)
   
—     
113,713     
227,075     
(111,847)    
228,941 
Total assets
   
1,556,647     
2,140,292     
1,579,706     
(4,199,966)    
1,076,679 
Short-term bank borrowings
   
—     
—     
72,500     
—     
72,500 
Accounts payable
   
—     
20,920     
638,295     
—     
659,215 
Customers’ refundable fees
   
—     
—     
30,747     
—     
30,747 
Accrued expenses and other payables
   
27,225     
12,813     
145,088     
(3,986)    
181,140 
Amounts due to subsidiaries and VIE(2)
   
—     
2,355,022     
1,535,076     
(3,890,098)    
— 
Others
   
—     
5,899     
31,784     
—     
37,683 
Total liabilities
   
27,225     
2,394,654     
2,453,490     
(3,894,083)    
981,285 
Total equity/(deficit)
   
1,529,422     
(254,362)    
(873,784)    
(305,882)    
95,394 
 
 
Notes:
 
(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.
 
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Condensed Consolidated Schedule of Cash Flows
 
 
 
For the Year Ended December 31, 2024
 
Condensed Consolidating Schedule of Cash
Flows
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Net cash (used in)/provided by operating
activities(1)
   
(20,302)    
195,042     
(235,110)    
—     
(60,370)
Net cash used in investing activities(1)
   
(170,812)    
(179,579)    
(36,480)    
240,889     
(145,982)
Net cash provided by financing activities(1)
   
144,721     
1,865     
240,929     
(240,889)    
146,626 
Effect of exchange rates on cash, cash equivalents
and restricted cash
   
14,925     
(9,614)    
—     
—     
5,311 
Net (decrease)/increase in cash, cash equivalents
and restricted cash
   
(31,468)    
7,714     
(30,661)    
—     
(54,415)
Cash, cash equivalents and restricted cash at the
beginning of the year
   
61,230     
37,587     
45,082     
—     
143,899 
Cash, cash equivalents and restricted cash at the
end of the year
   
29,762     
45,301     
14,421     
—     
89,484 
 
 
 
For the Year Ended December 31, 2023
 
Condensed Consolidating Schedule of Cash
Flows
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Net cash used in operating activities(1)
   
(6,797)    
(156,674)    
(22,647)    
—     
(186,118)
Net cash (used in)/provided by investing
activities(1)
   
(142,060)    
(13,141)    
44,568     
142,060     
31,427 
Net cash provided by/(used in) financing
activities(1)
   
191,696     
142,695     
(72,500)    
(142,060)    
119,831 
Effect of exchange rates on cash, cash equivalents
and restricted cash
   
(4,319)    
333     
—     
—     
(3,986)
Net increase/(decrease) in cash, cash equivalents
and restricted cash
   
38,520     
(26,787)    
(50,579)    
—     
(38,846)
Cash, cash equivalents and restricted cash at the
beginning of the year
   
22,710     
64,374     
95,661     
—     
182,745 
Cash, cash equivalents and restricted cash at the
end of the year
   
61,230     
37,587     
45,082     
—     
143,899 
 
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For the Year Ended December 31, 2022
 
Condensed Consolidating Schedule of Cash
Flows
 
Parent
   
Other 
Subsidiaries   
VIE and Its
Subsidiaries   
Eliminating 
Adjustments   
Consolidated 
Totals
 
 
 
(RMB in thousands)
 
Net cash used in operating activities(1)
   
(5,064)    
(24,555)    
(77,162)    
(20,202)    
(126,983)
Net cash used in investing activities(1)
   
(149,372)    
(2,838)    
(8,355)    
1,297     
(159,268)
Net cash provided by/(used in) financing
activities(1)
   
3,136     
(10,000)    
(70,695)    
18,905     
(58,654)
Effect of exchange rates on cash, cash equivalents
and restricted cash
   
11,036     
376     
—     
—     
11,412 
Net decrease in cash, cash equivalents and
restricted cash
   
(140,264)    
(37,017)    
(156,212)    
—     
(333,493)
Cash, cash equivalents and restricted cash at the
beginning of the year
   
162,974     
101,391     
251,873     
—     
516,238 
Cash, cash equivalents and restricted cash at the
end of the year
   
22,710     
64,374     
95,661     
—     
182,745 
 
 
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
 
 
 
For the Year Ended December 31,
 
Amounts Due From Subsidiaries and VIE
 
2022
   
2023
   
2024
 
 
 
(RMB in thousands)
 
As of January 1
   
1,764,671     
1,533,937     
1,592,432 
Cash paid to other subsidiaries
   
457     
148,737     
62,934 
Cash received on behalf of other subsidiaries
   
(8,358)    
(11,155)    
(5,136)
Equity (loss)/income of subsidiaries and the VIE and VIE’s subsidiaries
   
(244,039)    
(80,934)    
58,903 
Share-based compensation
   
16,724     
105     
18 
Effect of foreign currency translation
   
4,482     
1,742     
5,118 
As of December 31
   
1,533,937     
1,592,432     
1,714,269 
 
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, 2024, we had
RMB89.5 million (US$12.3 million) in cash and cash equivalents and restricted cash and RMB113.6 million (US$15.6 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:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
(US$ in millions)
 
Cash received by Fangdd Cayman as equity investment
   
0.5     
27.3     
20.0 
Cash paid by Fangdd Cayman to Fangdd Network Holding Ltd. (Hong Kong), or
Fangdd HK, to invest in WFOE
   
—     
—     
— 
Cash paid by Fangdd HK to contribute to the payment to WFOE as paid-in capital
   
—     
—     
— 
Cash paid by WFOE to VIE through bank entrusted loan(s)
   
5.7     
—     
— 
Cash received by WOFE from Fangdd Cayman
   
—     
20.1     
— 
 
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Pursuant to the operation maintenance service agreement, the WFOE has the exclusive right to provide the VIE with operation
maintenance services and marketing services. 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. Pursuant to the technology development and application service agreement, the WFOE has the exclusive
right to provide the VIE with technology development and application services. 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 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 the VIE has incurred and accumulated
losses historically, there was no service fee payable by the VIE to the WFOE.
 
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 Cayman 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.
 
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)
   
100.00 
Tax on earnings at statutory rate of 25% at WFOE level
   
(25.00)
Amount to be distributed as dividend from WFOE to Hong Kong subsidiary(2)
   
75.00 
Withholding tax at tax treaty rate of 5%
   
(3.75)
Amount to be distributed as dividend at Hong Kong subsidiary level and net distribution to Fangdd Cayman
   
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 Cayman. 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 Cayman 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 our Cayman holding company and U.S. investors as well as the ability to settle amounts owed under the Fangdd Network
VIE Agreements.
 
Our Cayman 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 offshore financings to make loans or
capital contributions 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.”
 
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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 Fangdd
Network VIE Agreements 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 Fangdd Network 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.
 
●
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 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. In addition, non-resident enterprise shareholders may be subject to PRC tax at a rate of 10% on gains realized
on the sale or other disposition of our Class A 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, and any
gain realized on the transfer of our Class A 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
our Class A ordinary shares.
 
Since the VIE has incurred and accumulated losses historically, there was no service fee payable by the VIE to the WFOE. As
of the date of this annual report, the WFOE 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.
 
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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 credit losses prove to be wrong, our financial condition and results of
operations could be adversely affected.
 
●
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.
 
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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.
 
●
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 Class A ordinary shares.
 
●
The approval of and the filing with the CSRC, CAC or other PRC governmental authorities may be required in connection
with our 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.
 
●
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 different methods of allocation of resources.
 
●
The PRC legal system is still evolving, 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 Class A ordinary shares 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 Class A ordinary
shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
 
●
In cross-border judicial practice, you may face procedural obstacles such as extraterritorial service, enforcement of foreign
judgments and transnational litigation, especially due to personal jurisdiction restrictions and difficulties in cross-border
judicial assistance due to the resident of the relevant personnel in China.
 
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Risks Related to Our Class A Ordinary Shares
 
●
We may be unable to comply with the applicable continued listing requirements of Nasdaq.
 
●
The market price movement of our Class A ordinary shares may be volatile.
 
●
The sale or availability for sale of substantial amounts of our Class A 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 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 our Class A ordinary shares, the market price for our Class A ordinary shares and trading
volume could decline.
 
●
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A
ordinary shares 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 RMB239.6 million and RMB93.1 million in 2022 and 2023, respectively, and a net income of
RMB28.3 million (US$3.9 million) in 2024. We had negative cash flows from operating activities of RMB127.0 million,
RMB186.1 million and RMB60.4 million (US$8.3 million) in 2022, 2023 and 2024, 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 historically
incurred recurring losses from operations. As of December 31, 2024, we had an accumulated deficit of RMB4,618.6 million
(US$632.7 million). For the year ended December 31, 2024, we had a net income of RMB28.3 million (US$3.9 million) and had
negative cash flows from operating activities of RMB60.4 million (US$8.3 million). As of December 31, 2024, our cash and cash
equivalents balance were RMB75.4 million (US$10.3 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 raise sufficient capital through equity or debt
financing, 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 and asset management services, 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.
 
We expect that our strategic collaborations with high-quality real estate developers may impact the scale of our real estate
transaction services. As we actively explore opportunities in asset management services and other real estate-related services, we
expect to incur additional costs and operating expenses. Various factors, including potential changes in the general economic
conditions and regulatory environment, the ongoing downturn in China’s real estate market, increased credit risks among
developers, and other risks described in this annual report, may lead to future losses, and we may encounter unforeseen expenses,
difficulties, complications and delays in generating revenues or profitability. We will continue to manage our daily operating costs;
however, our revenue may not grow sufficiently to cover our costs and expenses, potentially limiting our ability to acquire
customers and increase revenue. Consequently, we may be unable to maintain or enhance profitability in the future. 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.
 
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If our estimates relating to our allowance for credit losses prove to be wrong, our financial condition and results of operations
could be adversely affected.
 
Our allowance for credit losses increased to RMB696.8 million (US$95.5 million) in 2024 from RMB694.2 million in 2023.
We increased our allowance for credit losses due to our estimates of reduced collectability of our accounts receivable from real
estate developers and 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 credit losses 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 2024, our total revenue increased to RMB339.1 million (US$46.5 million) from RMB285.0 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. 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 asset management services and 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;
 
●
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;
 
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●
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. 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 real estate developers in China 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. PRC
governmental authorities recently 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. 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.
 
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.
 
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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.
 
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.
 
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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. China is advancing reforms in the commercial housing sales system, accelerating the promotion of existing home
sales, and the conditions for pre-sale permits may be further tightened. 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.
 
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, 2022, 2023 and 2024, our
maximum exposure to the losses arising from our investments in these limited partnerships was RMB754.8 million, RMB688.9
million and RMB635.5 million (US$87.1 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 RMB4.0 million
(US$0.6 million) to the investment in certain limited partnerships in 2024.
 
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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, 2024, our short-term debt obligations amounted to RMB325.3 million (US$44.6 million), and our long-
term debt obligations amounted to RMB21.2 million (US$2.9 million). Our current level of indebtedness raises the risk that we
might not be able 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.
 
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. In 2024, we expanded these services to real estate projects with the aim of
enhancing asset value, optimizing return rates, and obtaining above-market commission rates. 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.
 
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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.
 
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.
 
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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.
 
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.
 
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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 63,381 ordinary
shares. As of April 17, 2025, awards to purchase 18,655 ordinary shares were granted and outstanding under the 2018 Plan.
 
In 2024, we incurred RMB18.0 thousand (US$2.5 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.
 
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.
 
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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.
 
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 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.
 
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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.”
 
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. 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. The Regulations for the Administration of Cyber Data Security was promulgated by the State Council
on September 24, 2024, and shall become effective on January 1, 2025. The Data Security Regulations require that a data processor
who engages in cyber data processing activities that affect or may affect national security shall undergo a national security review
in accordance with relevant state regulations. A data processor shall identify and declare important data in accordance with relevant
state regulations. For data confirmed as important, the relevant regions and departments shall promptly notify the cyber data
processors or publicly announce it. Cyber data processors shall fulfill their network data security protection responsibilities. Where
data processors conduct merger, division, dissolution, bankruptcy, or otherwise, the data recipient shall continue to perform its data
security protection obligations. The Data Security Regulations also require a data processor processing important data shall conduct
an annual risk assessment of their network data processing activities and submit a risk assessment report to the relevant competent
departments at or above the provincial level. Nonetheless, given that the laws and regulations were recently promulgated or issued,
their interpretation, application and enforcement could evolve over time 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 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.
 
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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.
 
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.
 
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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.
 
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 operations.
 
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.
 
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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.
 
We also rely on 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 Telecom, or if 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 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.
 
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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.
 
We are subject to risks relating to our leased properties.
 
Currently, most/all 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.
 
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.
 
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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.
 
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 RMB14.9 million, RMB2.5 million and RMB0.1 million (US$0.02 million)
in 2022, 2023 and 2024, respectively. 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 our Class A ordinary shares.
 
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.
 
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, 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, 2024 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 the 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.
 
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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 Class A ordinary shares, 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, our independent registered public accounting firm must attest to and report on the effectiveness of our internal
control over financial reporting when we no longer meet the definition of a non-accelerated filer. 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.
 
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 2024, China’s real estate market remained in a period of deep adjustment. Despite a general trend
of “weak recovery,” the market continued to exhibit a sluggish state. We will continue to initiate lawsuits against real estate
developers to protect our accounts receivable. At the same time, since we are obligated to pay commissions to real estate agents
after collecting payments from developers, we have also observed lawsuits filed against us by these agents. 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.
 
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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.
 
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.
 
We face risks related to health epidemics and natural disasters, which could significantly disrupt our operations and adversely
affect our business, financial condition or results of operation.
 
In December 2019, a novel strain of coronavirus, COVID-19, led to a global pandemic. 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. 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.
 
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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.
 
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 some 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 constantly evolving and the relevant government authorities have broad discretion in
interpreting these laws and regulations.
 
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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 constantly
evolving 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. 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;
 
●
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.
 
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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.
 
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, Li Zhou, Jiaorong Pan, and Ying Lu, holding 55.61%, 31.95%, 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.
 
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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 still evolving and may
differ from more established legal systems, 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.
 
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’s 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’s 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’s 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.
 
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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.
 
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 2024.
 
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 Class A ordinary shares.
 
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 Class A ordinary shares. The Chinese government may take actions to
regulate or influence our operations from time to 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 Class A
ordinary shares. 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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The interpretation and application of PRC laws and regulations could evolve over time, 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, sometimes with little advance notice, which could result in a material
adverse change in our operations and the value of our Class A ordinary shares. New laws and regulations that affect existing and
proposed future businesses may also be applied retroactively. Due to the complexity of the regulatory environment and its evolving
nature, 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 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, which came into effect on March 31,
2023, and five supporting guidelines, which came into effect on February 17, 2023. Subsequently, the CSRC promulgated two
additional supporting guidelines on May 16, 2023 and May 7, 2024, respectively. 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 three business days after the offering is
completed.
 
As of the date of this annual report, we submitted filings to the CSRC for each registered offering conducted by us since the
implementation of the Trial Measures, among which four filings to the CSRC are under the CSRC’s review. In particular, we
submitted to the CSRC (i) a filing on October 10, 2024 for our registered direct offerings conducted on October 1, 2024 and
October 7, 2024; (ii) a filing on November 13, 2024 for our registered direct offering conducted on November 8, 2024; (iii) a filing
on February 14, 2025 for our registered direct offering conducted on February 11, 2025, and (iv) a filing on March 19, 2025 for our
registered direct offering conducted on March 14, 2025. We are uncertain whether the status of the previous filings will affect our
filing application for a future offering. Failure to complete the filings 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 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 the interpretation and application of the PRC law could evolve over time, 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.
 
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. The Regulations for the Administration of Cyber Data Security was promulgated by the State
Council on September 24, 2024, and shall become effective on January 1, 2025. The Data Security Regulations require that a data
processor who engages in cyber data processing activities that affect or may affect national security shall undergo a national
security review in accordance with relevant state regulations. A data processor shall identify and declare important data in
accordance with relevant state regulations. For data confirmed as important, the relevant regions and departments shall promptly
notify the cyber data processors or publicly announce it. Cyber data processors shall fulfill their network data security protection
responsibilities. Where data processors conduct merger, division, dissolution, bankruptcy, or otherwise, the data recipient shall
continue to perform its data security protection obligations. The Data Security Regulations also require a data processor processing
important data shall conduct an annual risk assessment of their network data processing activities and submit a risk assessment
report to the relevant competent departments at or above the provincial level. As no detailed rules or implementation of the Data
Security Regulations have been issued, 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 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 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 Class A ordinary shares. 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 our Class A ordinary shares 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 different methods of 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 is still evolving, 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.
 
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.
 
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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.
 
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.
 
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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.
 
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 holders of our Class A ordinary shares.
In addition, non-resident enterprise shareholders, including holders of our Class A ordinary shares, may be subject to PRC tax at a
rate of 10% on gains realized on the sale or other disposition of Class A 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 holders of our Class A ordinary shares, and any gain realized on the transfer of Class A 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 our Class A 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.
 
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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 Class A ordinary shares.
 
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.
 
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 Class
A ordinary shares 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.
 
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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.
 
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.
 
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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 offshore financing to the VIE and our PRC subsidiaries, and we may not be able to
convert the net proceeds from our offshore financing 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 offshore financing 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.
 
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.
 
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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.
 
The Anti-Monopoly Law, or the AML, promulgated by the Standing Committee of the National People’s Congress, which
became effective in August 2008 and amended in 2022, 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 and amended in 2024 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. The
Measures for the Security Review of Foreign Investment were jointly issued by the National Development and Reform
Commission and the MOFCOM, and came into effect on January 18, 2021. The regulations stipulate that foreign investments
involving national defense security and key sectors, and which obtain actual control, must undergo a security review. They also
require eligible foreign investors to proactively submit an application before making such investments. Failure to submit or false
submissions will result in penalties. 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.
 
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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 Class A ordinary shares 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.
 
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.
 
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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.
 
Our Class A ordinary shares 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 Class A ordinary shares, 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 Class A ordinary shares 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 Class A ordinary
shares when you wish to do so, and the risk and uncertainty associated with delisting would cause our Class A ordinary shares 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.
 
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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.
 
Risks Related to Our Class A ordinary shares
 
We may be unable to comply with the applicable continued listing requirements of Nasdaq.
 
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 the Nasdaq Stock
Market LLC, 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 the ADSs previously representing our Class A ordinary shares 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 the 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 the ADSs previously representing our Class A ordinary shares 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 previously representing our Class A ordinary shares had been at US$1.00 per share or above from
August 4 through August 17, 2023.
 
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We received another notification from Nasdaq on December 13, 2023, notifying us that we were not in compliance with the
minimum bid price requirement and that we were granted 180 calendar days until June 10, 2024 to regain compliance. In response
to the notification letter, we submitted an application to Nasdaq to transfer the listing of our ADSs previously representing our
Class A ordinary shares from The Nasdaq Global Market to The Nasdaq Capital Market. Nasdaq approved our transfer application
on June 11, 2024, and the transfer took effect on June 13, 2024. In conjunction with such approval, Nasdaq also granted our
company an extended period of 180 calendar days, or until December 9, 2024, to regain compliance with the Nasdaq’s minimum
bid price requirement. On October 10, 2024, Nasdaq confirmed in a compliance notice that for the ten consecutive trading days,
from September 26 through October 9, 2024, the closing bid price of our Class A ordinary shares had been at $1.00 per share or
greater. Accordingly, we regained compliance with the minimum bid price requirement, and the matter was closed.
 
On December 24, 2024, we received another notification from Nasdaq, notifying us that we were not in compliance with the
minimum bid price requirement and that we were granted 180 calendar days until June 23, 2025 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 Class A ordinary shares would be subject to delisting. In the event that our Class A ordinary shares are delisted from Nasdaq
and are not eligible for quotation or listing on another market or exchange, trading of our Class A ordinary shares 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 Class A ordinary shares, which could cause the
price of our Class A ordinary shares to decline further.
 
The market price movement of our Class A ordinary shares may be volatile.
 
The trading prices of our Class A ordinary shares 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 our Class A ordinary shares, 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, which may have a material
and adverse effect on the trading price of our Class A ordinary shares.
 
In addition to the above factors, the price and trading volume of our Class A ordinary shares 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;
 
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●
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 Class A ordinary shares, and sales or
perceived potential sales of additional Class A ordinary shares.
 
The sale or availability for sale of substantial amounts of our Class A ordinary shares could adversely affect their market price.
 
Sales of substantial amounts of Class A ordinary shares in the public market, or the perception that these sales could occur,
could adversely affect the market price of our Class A ordinary shares. As of April 17, 2025, we had 49,051,616 ordinary shares
outstanding, comprising of (i) 48,949,271 Class A ordinary shares (excluding Class A ordinary shares reserved for future issuances
upon the exercise or vesting of awards granted under the share incentive plans, upon the exercise of warrants issued on July 19,
2023, and upon the conversion of notes issued on February 11, 2025 and March 14, 2025), (ii) 87,186 Class B ordinary shares, and
(iii) 15,159 Class C ordinary shares. As of April 17, 2025, 48,921,909 Class A ordinary shares of our company 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 Class B ordinary shares or 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
public market could adversely affect the market price of our Class A ordinary shares.
 
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 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 may view as beneficial.
 
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If securities or industry analysts cease to publish research or reports about our business, or if they adversely change their
recommendations regarding our Class A ordinary shares, the market price for our Class A ordinary shares and trading volume
could decline.
 
The trading market for our Class A ordinary shares 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 our Class A ordinary shares or publishes inaccurate or unfavorable research about
our business, the market price for our Class A ordinary shares 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 our Class A ordinary shares to decline.
 
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A ordinary
shares 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 our Class A ordinary shares 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 our Class A ordinary shares will likely depend entirely upon any future price appreciation of the Class A ordinary
shares. There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which you
purchased the Class A ordinary shares. You may not realize a return on your investment in our Class A ordinary shares and you may
even lose your entire investment in our Class A ordinary shares.
 
We may need additional capital, and the sale of additional Class A ordinary shares 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 Class A ordinary shares.
 
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. 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. 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 our Class A ordinary shares may fall and the voting and other rights of the holders of our Class
A ordinary shares may be materially and adversely affected.
 
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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.
 
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.
 
As a Cayman Islands exempted company listed on the Nasdaq Capital 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.
 
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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 may view as beneficial.
 
As of April 17, 2025, our directors and executive officers and their affiliated entities together beneficially own approximately
0.2% of our total outstanding ordinary shares, representing 75.7% 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 our Class A ordinary shares. 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 may view as beneficial.
 
There can be no assurance that we were not a passive foreign investment company, or PFIC, for 2024 or that we will not be a
PFIC for 2025 or any other taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors
in our Class A 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 our Class A ordinary shares, we do not
believe we were a PFIC for U.S. federal income tax purposes for the taxable year ended December 31, 2024.
 
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 our Class A ordinary shares, fluctuations in the market price of our Class A ordinary shares 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 Class A 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.”
 
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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.”
 
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.
 
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.
 
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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.
 
We will incur increased costs as a result of being a public company, particularly after we ceased to qualify as an “emerging
growth company.”
 
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. 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. As 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. 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.”
 
On November 1, 2019, ADSs previously 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.
 
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In December 2022, we sold and issued 1,000,000 ADSs, previously representing 375,000,000 Class A ordinary shares of our
company (equivalent to approximately 66,667 Class A ordinary shares after the Share Consolidation as defined below), 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 (equivalent to approximately 3,333,334 Class A ordinary shares after the Share Consolidation) 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, previously representing 120,811,500 Class A ordinary shares
(equivalent to approximately 21,478 Class A ordinary shares after the Share Consolidation) 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 sold and issued to certain investors in a registered direct offering (i) 11,428,565 ADSs, previously
representing 4,285,711,875 Class A ordinary shares (equivalent to approximately 761,905 Class A ordinary shares after the Share
Consolidation) of our company, (ii)  the regular warrants to purchase up to an aggregate of 11,428,565 ADSs, previously
representing 4,285,711,875 Class A ordinary shares of our company (equivalent to approximately 3,954,235 Class A ordinary
shares after the Share Consolidation and certain adjustments under the regular warrants), and (iii) the reset warrants that permitted
cashless exercise of up to an aggregate of 28,571,413 ADSs, previously representing 10,714,279,875 Class A ordinary shares
(equivalent to approximately 1,904,761 Class A ordinary shares after the Share Consolidation) of our company. As of the date of
this annual report, (i) an aggregate of 2,288,558 Class A ordinary shares are issuable upon exercise of the regular warrants, and (ii)
an aggregate of 28,571,413 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 raised approximately US$16.8
million 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.
 
On June 13, 2024, we transferred the listing of ADSs previously representing our Class A ordinary shares from The Nasdaq
Global Market to The Nasdaq Capital Market.
 
On June 21, 2024, as part of our company’s strategy to expand into technology-enabled real estate management business, we
entered into a patent purchase agreement for the acquisition of certain patents relating to cloud computing technology in China.
The purchase price for these patents was US$35,000,000. If certain conditions were met, the seller was entitled to receive an
additional earnout payment. In the event the transaction did not close by September 21, 2024, either party could terminate the
agreement by providing written notice, without incurring liability to the other party. Since the transaction under the patent purchase
agreement did not close, we executed a termination agreement with the seller on January 15, 2025 and terminated the agreement.
 
On August 12, 2024, we effected a share consolidation to consolidate each 5,625 ordinary shares of a par value US$0.0000001
per share into one ordinary share of a par value US$0.0005625 per share (the “Share Consolidation”). The Share Consolidation,
along with other related matters, was approved by our shareholders at an extraordinary general meeting held on July 11, 2024. No
fractional shares were issued in connection with the Share Consolidation, and all fractional shares were rounded up to the nearest
whole number. The Share Consolidation changed the ratio of the ADSs to our Class A ordinary shares from one ADS representing
5,625 Class A ordinary shares of a par value US$0.0000001 per share, to one ADS representing one Class A ordinary share of a par
value US$0.0005625 per share. 
 
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On September 30, 2024, we implemented a substitution listing, whereby all ADSs were exchanged into our company’s Class A
ordinary shares on a mandatory basis. After the mandatory exchange, ADSs that previously represented our Class A ordinary shares
ceased to be listed on The Nasdaq Capital Market, or Nasdaq, and the underlying Class A ordinary shares began trading on Nasdaq
under the same symbol “DUO.”
 
On October 1, 2024, we sold and issued to certain investors a total of 1,612,902 Class A ordinary shares, at a purchase price of
$1.55 per share, in a registered direct offering. We raised approximately US$1.4 million in net proceeds after deducting the offering
expenses and intend to use the net proceeds for general corporate purposes.
 
On October 7, 2024, we sold and issued to certain investors (i) 2,464,000 Class A ordinary shares, at a purchase price of $1.6
per share, and (ii) pre-funded warrants to purchase up to 661,232 Class A ordinary shares, at a purchase price of $1.5994375 per
share and an exercise price of $0.0005625 per share, in a registered direct offering. From October 7 to October 8, 2024, we issued a
total of 661,232 Class A ordinary shares to certain warrant holders, at an exercise price of $0.0005625 per share, pursuant to
warrants issued on October 7, 2024, representing all the Class A ordinary shares issuable under the pre-funded warrants. We raised
approximately US$4.1 million in net proceeds after deducting the offering expenses and intend to use the net proceeds for general
corporate purposes.
 
On October 11, 2024, we sold and issued to certain investors (i) 3,181,044 Class A ordinary shares, at a purchase price of
$0.88 per share, and (ii) pre-funded warrants to purchase up to 1,933,828 Class A ordinary shares, at a purchase price of
$0.8794375 per share and an exercise price of $0.0005625 per share, in a registered direct offering. From October 11 to October
15, 2024, we issued a total of 1,933,828 Class A ordinary shares to certain warrant holders, at an exercise price of $0.0005625 per
share, pursuant to warrants issued on October 11, 2024, representing all the Class A ordinary shares issuable under the pre-funded
warrants. We raised approximately US$3.8 million in net proceeds after deducting the offering expenses and intend to use the net
proceeds for general corporate purposes.
 
On November 8, 2024, we sold and issued to certain investors (i) 4,623,266 Class A ordinary shares, at a purchase price of
$0.70 per share, and (ii) pre-funded warrants to purchase up to 2,521,616 Class A ordinary shares, at a purchase price of
$0.6994375 per share and an exercise price of $0.0005625 per share, in a registered direct offering. From November 12 to
November 15, 2024, we issued a total of 2,521,616 Class A ordinary shares to certain warrant holders, at an exercise price of
$0.0005625 per share, pursuant to warrants issued on November 8, 2024, representing all the Class A ordinary shares issuable
under the pre-funded warrants. We raised approximately US$4.2 million in net proceeds after deducting the offering expenses and
intend to use the net proceeds for general corporate purposes.
 
On December 10, 2024, we sold and issued to certain investors (i) 6,092,446 Class A ordinary shares, at a purchase price of
$0.70 per share, and (ii) pre-funded warrants to purchase up to 3,910,696 Class A ordinary shares, at a purchase price of
$0.6994375 per share and an exercise price of $0.0005625 per share, in a registered direct offering. On December 10, 2024, we
issued a total of 3,910,696 Class A ordinary shares to certain warrant holders, at an exercise price of $0.0005625 per share,
pursuant to warrants issued on December 10, 2024, representing all the Class A ordinary shares issuable under the pre-funded
warrants. We raised approximately US$5.9 million in net proceeds after deducting the offering expenses and intend to use the net
proceeds for general corporate purposes.
 
On February 10, 2025, we sold and issued to certain investors (i) US$5,000,000 senior 5% original issue discount convertible
promissory notes, (ii) Class A ordinary shares issuable from time to time upon conversion under the notes, and (iii) additional
164,610 Class A ordinary shares, in a registered direct offering. As of the date of this annual report, US$1,000,000 is outstanding
under the notes, and an aggregate of 9,951,878 Class A ordinary shares were issued upon conversion under the notes. We raised
approximately US$3.9 million in net proceeds after deducting the offering expenses and intend to use the net proceeds for general
corporate purposes.
 
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On March 14, 2025, we sold and issued to certain investors (i) US$5,000,000 senior 5% original issue discount convertible
promissory notes, (ii) Class A ordinary shares issuable from time to time upon conversion under the notes, and (iii) additional
251,890 Class A ordinary shares, in a registered direct offering. As of the date of this annual report, US$4,050,000 is outstanding
under the notes, and an aggregate of 4,495,615 Class A ordinary shares were issued upon conversion under the notes. We raised
approximately US$3.9 million in net proceeds after deducting the offering expenses and intend to use the net proceeds 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 April 17, 2025, we had issued 15,159 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 1501, Shangmei Technology Building, 15 Dachong Road, Nanshan
District, Shenzhen, 518072, 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.
 
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 2024, the gross merchandise value, or the GMV, of closed-loop transactions
facilitated in our marketplace was RMB13.3 billion (US$1.8 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.
 
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●
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. In 2024, we placed greater
emphasis on asset management services for real estate projects. Leveraging our platform’s digital service capabilities and deep
industry insights, we deconstructed real estate projects into key components to offer a comprehensive range of services, including
IP concept design, planning, and in-depth operations. Our primary objectives are to enhance asset value, optimize return rates, and
secure commission rates that surpass market benchmarks. Our typical commission rates before paying the agents for their services
range from 2% to 5% and there were 351 new property projects on our marketplace in 2024.
 
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 2024, we had over 61.8 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 2024, our marketplace
facilitated total closed-loop transactions of RMB13.3 billion (US$1.8 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.
 
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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
 
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.
 
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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 69 cities in China as of December 31, 2024. 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.
 
Services for Other Participants
 
We started to offer professional asset management services in our marketplace from 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.
 
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For example, our marketplace maintained a verified and continuously updated database that covers 159 million properties in
China as of December 31, 2024. 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.
 
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.”
 
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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, 2024, we had 41 software and product development personnel, constituting more than 30.6% 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.
 
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,
2024, our marketing team consists of 83 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 237 registered trademarks in China and Hong Kong, 25 registered patents, 72
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.
 
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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.
 
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 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, which came into effect on March 31,
2023, and five supporting guidelines, which came into effect on February 17, 2023. Subsequently, the CSRC promulgated two
additional supporting guidelines on May 16, 2023 and May 7, 2024, respectively. 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 three business days after the offering is
completed. 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.
 
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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. 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
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.
 
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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).
 
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 September 6,
2024, MOFCOM and NDRC promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access
(Edition 2024), or the Negative List (2024), which became effective on November 1, 2024. Pursuant to the Negative List (2024),
foreign investors should refrain from investing in any of prohibited sectors specified in the Negative List (2024), and foreign
investors are required to obtain the permit for access to other sectors that are listed in the Negative List (2024) but not classified as
“prohibited”. The Negative List (2024) covers 11 industries. Fields not included in the Negative List (2024) shall be managed
according to the principle of equal treatment of domestic and foreign investment. Fields not listed in the Negative List (2024) 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 (2024), 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.
 
The interpretation and application of PRC laws and regulations could evolve over time, 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.”
 
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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.
  
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.
 
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On April 10, 2024, the Notice on the Pilot Program for Expanding the Opening-up of Value-added Telecommunications
Services was promulgated by the MIIT. The pilot program will initially be conducted in the Beijing Comprehensive Demonstration
Zone for Expanding the Opening-up of the Service Industry, the Lingang New Area of the Shanghai Free Trade Zone and the
Leading Area for Socialist Modernization Construction, the Hainan Free Trade Port, and the Shenzhen Demonstration Zone of
Socialism with Chinese Characteristics. The program will remove foreign ownership restrictions on businesses such as Internet
Data Centers (IDC), Content Delivery Networks (CDN), Internet Service Providers (ISP), online data processing and transaction
processing, and information service platforms and delivery services (excluding Internet news information, online publishing, online
audiovisual, and Internet cultural operations), as well as information protection and processing services. This notice also clarifies
the foreign invested telecommunication enterprise that intends to provide the aforesaid value-added telecommunications services in
the pilot areas shall apply to the MIIT for obtaining the official approval of the pilot program of telecommunications services,
comply with the applicable laws and regulations when providing 80 telecommunications services, and accept and cooperate with
the supervision and administration of the telecommunication administrations and the relevant competent authorities.
  
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, and December 6, 2024. 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. The terms of protection for an invention and a utility patent are twenty years and ten
years, respectively. The term of protection for a design patent has been 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.
 
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.
 
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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.
 
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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.
 
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.
 
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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, Li Zhou, Jiaorong Pan, and Ying Lu, holding 55.61%, 31.95%, 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 nine wholly owned subsidiaries.
 
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
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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.
 
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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.
 
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.
 
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In the opinion of Sundial Law Firm, 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 the interpretation and application of current and future PRC
laws, regulations and rules are evolving, 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.”
 
D. Property, Plants and Equipment
 
Our principal executive offices are located at Shenzhen with approximately 676 square meters of office space. Our headquarter
has been at this location since 2024. 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.
 
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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 2024, we had over 61.8 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 2024,
there were 351 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 increased by 15.9% from RMB245.9 million in 2022 to RMB285.0 million (US$40.1 million) in 2023, and
further increased by 19.0% to RMB339.1 million (US$46.5 million) in 2024 due 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 asset management services and other 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. We recorded a net loss of RMB239.6
million and RMB93.1 million in 2022 and 2023, respectively, and a net income of RMB28.3 million (US$3.9 million) in 2024.
 
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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 61.8 thousand active agents on our marketplace in 2024. 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.
 
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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. In
response to the continued downturn status of China’s real estate market and the heightened credit risks of developers, 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 from RMB67.1 in 2022 to RMB87.6 million in 2023 and
further to RMB100.8 million (US$13.8 million) in 2024, and our revenue per employee increased from RMB732.0 thousand in
2022 to RMB1.7 million in 2023 and further to RMB2.6 million (US$0.4 million) in 2024.
 
Revenue
 
The following table sets forth our total revenue for the years presented:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
 
(in thousands, except for percentages)
 
Revenue
   
245,948     
284,957     
339,104     
46,457 
 
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.
 
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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:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
%
   
RMB
   
%
   
RMB
   
US$
   
%
 
 
 
(in thousands, except for percentages)
 
Cost of Revenue
   
221,213     
89.9     
243,763     
85.5     
277,356     
37,998     
81.8 
 
Our cost of revenue consists primarily of (i) the commission fees we pay to agents for their services rendered in completing the
real estate transactions, (ii) project-based promotion and operational expenses, and (iii) salaries and benefits expenses that are
incurred for property transactions.
 
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:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
%
   
RMB
   
%
   
RMB
   
US$
   
%
 
 
 
(in thousands, except for percentages)
 
Operating expenses
   
      
      
      
      
      
      
  
Sales and marketing expenses    
13,195     
5.4     
2,774     
1.0     
10,081     
1,381     
3.0 
Product development
expenses
   
65,971     
26.8     
32,142     
11.3     
24,775     
3,394     
7.3 
General and administrative
expenses
   
194,962     
79.3     
271,448     
95.3     
152,554     
20,900     
45.0 
Total operating expenses
   
274,128     
111.5     
306,364     
107.6     
187,410     
25,675     
55.3 
 
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
activities.
 
General and administrative expenses
 
Our general and administrative expenses mainly consist of provision of credit losses, payroll and related staff costs for
corporate functions, professional service fees, as well as other general corporate expenses such as rental expenses and depreciation
expenses for offices and equipment that are used by the corporate functions.
 
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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 change in the consumer price index was an increase of 1.8% for December 2022, a decrease of
0.3% for December 2023, and an increase of 0.1% for December 2024. 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.
 
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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.
 
 
 
For the Year Ended December 31,
 
 
 
2022
  
2023
  
2024
 
 
 
RMB
  
%
  
RMB
  
%
  
RMB
  
US$
  
%
 
 
 
(in thousands, except for percentages)
 
Revenue
   245,948   
100.0    284,957   
100.0    339,104   
46,457   
100.0 
Cost of revenue
  (221,213)  
(89.9)  (243,763)  
(85.5)  (277,356)   (37,998)  
(81.2)
Gross profit
  
24,735   
10.1   
41,194   
14.5   
61,748   
8,459   
18.2 
Operating expenses:
  
    
    
    
    
    
    
  
Sales and marketing expenses
   (13,195)  
(5.4)  
(2,774)  
(1.0)   (10,081)  
(1,381)  
(3.0)
Product development expenses
   (65,971)  
(26.8)   (32,142)  
(11.3)   (24,775)  
(3,394)  
(7.3)
General and administrative expenses
  (194,962)  
(79.3)  (271,448)  
(95.3)  (152,554)   (20,900)  
(45.0)
Total operating expenses
  (274,128)  
(111.5)  (306,364)  
(107.6)  (187,410)   (25,675)  
(55.3)
Loss from operations
  (249,393)  
(101.4)  (265,170)  
(93.1)  (125,662)   (17,216)  
(37.1)
Other income/(expenses):
  
    
    
    
    
    
    
  
Interest (expense)/income, net
  
(5,140)  
(2.1)  
(621)  
(0.2)  
1,684   
231   
0.5 
Foreign currency exchange gain/(loss), net
  
375   
0.2   
333   
0.1   
(8,419)  
(1,153)  
(2.5)
Gain/(loss) on short-term investments
  
363   
0.1   
(518)  
(0.2)  
240   
33   
0.1 
Impairment loss for long-term equity investment
  
(8,000)  
(3.3)  
(3,000)  
(1.1)  
(1,000)  
(137)  
(0.3)
Impairment loss for equity method investment
   (62,623)  
(25.5)   (15,279)  
(5.4)  
(4,029)  
(552)  
(1.2)
Impairment loss for non-current assets
  
(7,642)  
(3.1)  
—   
—   
—   
—   
— 
Goodwill impairment
  
—   
—   
(454)  
(0.2)  
—   
—   
— 
Government grants
  
14,938   
6.1   
2,454   
0.9   
108   
15   
0.03 
Other income, net
  
87,041   
35.4    183,490   
64.4    156,238   
21,405   
46.1 
Share of (loss)/profit from equity method investees,
net of income tax
  
(2,020)  
(0.8)  
442   
0.2   
(196)  
(27)  
(0.1)
Gain on disposal of subsidiaries
  
—   
—   
3,330   
1.2   
1,412   
193   
0.4 
Gain on acquisition of subsidiaries
  
—   
—   
—   
—   
272   
37   
0.1 
(Loss)/income before income tax
  (232,101)  
(94.4)   (94,993)  
(33.4)  
20,648   
2,829   
6.1 
Income tax (expense)/benefit
  
(7,487)  
(3.0)  
1,889   
0.7   
7,655   
1,049   
2.3 
Net (loss)/income
  (239,588)  
(97.4)   (93,104)  
(32.7)  
28,303   
3,878   
8.3 
Net (income)/loss attributable to non-controlling
interests
  
(4,450)  
(1.8)  
1,351   
0.5   
2,530   
347   
0.7 
Net (loss)/income attributable to Fangdd
Network Group Ltd.
  (244,038)  
(99.2)   (91,753)  
(32.2)  
30,833   
4,225   
9.1 
Net (loss)/income
  (239,588)  
(97.4)   (93,104)  
(32.7)  
28,303   
3,878   
8.3 
 
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
 
Revenue
 
Our revenue in 2024 increased by 19.0% to RMB339.1 million (US$46.5 million) from RMB285.0 million in 2023. 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 asset management services and other real estate related services.
 
Cost of revenue
 
Our cost of revenue in 2024 increased by 13.8% to RMB277.4 million (US$38.0 million) from RMB243.8 million in 2023. 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 2024 increased by 49.9% to RMB61.7 million (US$8.5 million) from RMB41.2 million in 2023. Our gross
profit margin in 2024 increased to 18.2% from 14.5% in 2023. 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 2024, which included share-based compensation expenses of RMB18.0 thousand (US$2.5
thousand), decreased by 38.8% to RMB187.4 million (US$25.7 million) from RMB306.4 million in 2023, which included share-
based compensation expenses of RMB105.0 thousand.
 
Sales and marketing expenses. Our sales and marketing expenses in 2024 increased to RMB10.1 million (US$1.4 million)
from RMB2.8 million in 2023. The increase was primarily due to our increased personnel costs related to marketing activities
associated with our newly launched asset management services and other real estate related services.
 
Product development expenses. Our product development expenses in 2024 decreased to RMB24.8 million (US$3.4 million)
from RMB32.1 million in 2023. 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 2024 decreased to RMB152.6 million
(US$20.9 million) from RMB271.4 million in 2023. The decrease was mainly due to (i) the decrease in provision of impairment of
certain assets, such as other receivables of deposits, and (ii) the actions that we have taken to improve operating efficiency due to
the expected continuation of the current market condition in the foreseeable future, which were partially offset by the increased
professional service fees as a result of the equity financing in 2024.
 
Loss from operations
 
We had a net loss from operations of RMB125.7 million (US$17.2 million), compared to a net loss from operations of
RMB265.2 million in 2023.
 
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Other income/(expenses)
 
Our total other income decreased to RMB146.3 million (US$20.0 million) in 2024 from RMB170.2 million in 2023. The
decrease was primarily due to our record of (i) RMB8.4 million (US$1.2 million) in foreign currency exchange loss in 2024,
compared to a foreign currency exchange gain of RMB0.3 million in 2023, (ii) RMB1.0 million (US$0.1 million) in impairment
loss for long-term equity investment in 2024, compared to an impairment loss for long-term equity investment of RMB3.0 million
in 2023, and (iii) RMB156.2 million (US$21.4 million) in the other income, net, compared to the other income, net of RMB183.5
million in 2023, which mainly consisted of accounts payable write-off benefit attributable to the prolonged overdue status of the
corresponding accounts receivable from real estate developers.
 
Income tax benefit
 
Our income tax benefit increased to RMB7.7 million (US$1.0 million) from RMB1.9 million in 2023.
 
Net income/(loss)
 
As a result of the foregoing, our net income in 2024 was RMB28.3 million (US$3.9 million), compared to a net loss of
RMB93.1 million in 2023.
 
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 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 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 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, increased by
11.8% to RMB306.4 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 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.
 
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Product development expenses. Our product development expenses in 2023 decreased to RMB32.1 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 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 in 2023, compared to a net loss from operations of RMB249.4 million
in 2022.
 
Other income/(expenses)
 
Our total other income were RMB170.2 million in 2023, compared to total other income of RMB17.3 million in 2022. The
change was primarily due to our record of (i) RMB15.3 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 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 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)
RMB183.5 million in other income, net, compared to the other income, net of RMB87.0 million in 2022, which mainly consisted
of accounts payable write-off benefit attributable to the prolonged overdue status of the corresponding accounts receivable from
real estate developers.
 
Income tax (expense)/benefit
 
Our income tax benefit was RMB1.9 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, compared to a net loss of RMB239.6 million in 2022.
 
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 historically
incurred recurring losses from operations. As of December 31, 2024, we had an accumulated deficit of RMB4,618.6 million
(US$632.7 million). For the year ended December 31, 2024, we recorded a net income of RMB28.3 million (US$3.9 million) and
had negative cash flows from operating activities of RMB60.4 million (US$8.3 million). As of December 31, 2024, our cash and
cash equivalents were RMB75.4 million (US$10.3 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 raise sufficient capital through equity or debt
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 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 2024, 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.
 
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As of December 31, 2024, we had RMB89.5 million (US$12.3 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, 2024, we had RMB14.1 million (US$1.9 million) restricted cash, which
consists of bank deposits frozen due to ongoing lawsuits with suppliers and brokerage firms and restricted for other special
purposes. As of December 31, 2024, we had RMB113.6 million (US$15.6 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 RMB326.6 million (US$44.7 million) as of December 31, 2024, which primarily included
RMB180.7 million (US$24.8 million) in accounts payable, RMB104.6 million (US$14.3 million) accrued expenses and other
payables and RMB15.9 million (US$2.2 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.
 
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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.”
 
Cash Flows
 
The following table sets forth our cash flows for the years presented:
 
 
 
For the Year Ended December 31
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
 
(in thousands, except for share data)
 
Net cash used in operating activities
   
(126,983)    
(186,118)    
(60,370)    
(8,271)
Net cash (used in)/provided by investing activities
   
(159,268)    
31,427     
(145,982)    
(20,000)
Net cash (used in)/provided by financing activities
   
(58,654)    
119,831     
146,626     
20,088 
Net decrease in cash, cash equivalents and restricted cash
   
(333,493)    
(38,846)    
(54,415)    
(7,455)
Cash, cash equivalents and restricted cash at the beginning of the
year
   
516,238     
182,745     
143,899     
19,714 
Cash, cash equivalents and restricted cash at the end of the year
   
182,745     
143,899     
89,484     
12,259 
 
Operating Activities
 
Net cash used in operating activities in 2024 was RMB60.4 million (US$8.3 million). The principal items accounting for the
difference between our net cash used in operating activities and our net income of RMB28.3 million (US$3.9 million) were an
RMB34.3 million (US$4.7 million) decrease in amounts due to related parties, an RMB17.4 million (US$2.4 million) decrease in
accrued expenses and other payables, an RMB16.4 million (US$2.3 million) decrease in prepayments and other assets, and an
RMB15.4 million (US$2.1 million) decrease in customers’ refundable fees, and certain non-cash other income such as RMB151.5
million (US$20.8 million) written off of accounts payable, which were partially offset by an RMB54.1 million (US$7.4 million)
increase in accounts receivable and certain non-cash expenses such as RMB78.2 million (US$10.7 million) provision of credit
losses of accounts receivable and prepayments and other assets.
 
Net cash used in operating activities in 2023 was RMB186.1 million. The principal items accounting for the difference
between our net cash used in operating activities and our net loss of RMB93.1 million were an RMB85.2 million decrease in
accounts payable, an RMB80.5 million decrease in prepayments and other assets, and an RMB59.2 million decrease in accrued
expenses and other payables, and certain non-cash other income such as RMB167.9 million written off of accounts payable, which
were partially offset by an RMB97.8 million decrease in accounts receivable and some non-cash expenses, such as RMB201.9
million provision of credit losses and RMB15.3 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 RMB452.3 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 of credit losses. 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 of credit losses 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.
 
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Investing Activities
 
Net cash used in investing activities in 2024 was RMB146.0 million (US$20.0 million), mainly comprising RMB334.4 million
(US$45.8 million) for cash paid for short-term investments, RMB23.1 million (US$3.2 million) for prepayment for acquisition of
property, and RMB18.1 million (US$2.5 million) for investment in equity method investments, which were partially offset by
RMB237.6 million (US$32.5 million) in proceeds from disposal of short-term investments.
 
Net cash provided by investing activities in 2023 was RMB31.4 million, mainly comprising RMB63.8 million paid for short-
term investments, which was partially offset by RMB50.0 million proceeds from disposal of short-term investments and RMB45.6
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.
 
Financing Activities
 
Net cash provided by financing activities in 2024 was RMB146.6 million (US$20.1 million), primarily comprising RMB88.6
million (US$12.1 million) in proceeds from issuance of ordinary shares, net of issuance costs, RMB30.8 million (US$4.2 million)
in proceeds from issuance and exercise of pre-funded warrants, and RMB25.3 million (US$3.5 million) in proceeds from regular
warrants exercised.
 
Net cash provided by financing activities in 2023 was RMB119.8 million, primarily comprising RMB145.1 million in
proceeds from issuance of convertible promissory note, net of issuance costs and RMB46.6 million in proceeds from issuance of
ordinary shares, net of issuance costs, which was partially offset by RMB72.5 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.
 
Material Cash Requirements
 
Our material cash requirements as of December 31, 2024 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, 2024:
 
 
 
Payment Due by Period
 
 
 
Total
   
Less than
1 year
   
1-3 years    
3-5 years     Thereafter  
 
 
(RMB in thousands)
 
Short-term debt obligations
   
325,250     
325,250     
—     
—     
— 
Long-term debt obligations
   
21,176     
—     
—     
—     
21,176 
Operating lease commitments
   
1,833     
1,673     
160     
—     
— 
Capital commitment obligations
   
278,012     
—     
—     
—     
— 
Total
   
626,271     
326,923     
160     
—     
21,176 
 
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Our short-term debt obligations primarily consist of accounts payable and accrued expenses and other payables. As of
December 31, 2024, we had RMB180.7 million (US$24.8 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. As of
December 31, 2024, we had RMB104.6 million (US$14.3 million) in accrued expenses and other payables, primarily as a result of
amounts due to third parties under collaborative agreements and other taxes and surcharge payable.
 
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
RMB8.5 million, RMB5.9 million and RMB2.5 million (US$0.3 million) in 2022, 2023 and 2024, respectively.
 
As a limited partner of certain limited partnerships disclosed in note 10 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 RMB300.0 million, RMB278.0 million and RMB278.0 million (US$38.1 million) as of
December 31, 2022, 2023 and 2024, 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 properties, electronic equipment, motor vehicles, office furniture,
and other equipment. Our capital expenditures were RMB194.5 thousand in 2022, RMB295.7 thousand in 2023 and RMB31.2
million (US$4.3 million) in 2024. We will continue to make capital expenditures to meet our business needs.
 
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, 2024.
 
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.
 
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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 Credit Losses of Accounts Receivable
 
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 credit losses. 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 credit losses 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 RMB640.4 million (US$87.7
million) was provided as of December 31, 2024, which included RMB117.4 million (US$16.1 million) special allowance for the
credit losses of the accounts receivable have strong evidence indicating that is likely to be unrecoverable.
 
Allowance for Credit Losses of Loans Receivable
 
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
credit 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 3 years. The allowance for credit losses of loans receivable 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, 2024, the balance of allowance for credit losses of
loans receivable was RMB7.0 thousand (US$1.0 thousand).
 
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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. There was no
such goodwill impairment during the year ended December 31, 2024.
 
Impairment of Long-term Equity Investment
 
We invested in Chengdu Haofangtong Technology Corporation Limited (“Haofangtong”), as described in note 11 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 subscribing (1) 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 principal activities are
the development and sales of enterprise resource planning (“ERP”) system for real estate agents.
 
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.
 
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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 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 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 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 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.
 
In 2024, our group determined a further decline in the value of the equity investments in Haofangtong was other-than-
temporary and an impairment loss of RMB1.0 million (US$0.1 million) was recorded in the Consolidated Statements of Operations
and Comprehensive Income/(Loss) for the year ended December 31, 2024, 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(c) and 2.21 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, 2024. 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 RMB4.0 million (US$0.6 million) to the investment in certain Limited Partnerships in
2024.
 
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.
 
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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 
Age
 
Position/Title
Xi Zeng
 
43
  Co-Founder, Chairman of the Board of Directors and Chief Executive Officer
Jiaorong Pan
 
45
  Director and Chief Operating Officer
Yi Duan
 
48
  Co-Founder, Director
Yang Li
 
50
  Independent Director
Senlin Peng
 
53
  Independent Director
Jun Luo
 
44
  Independent Director
Shuiying Chen
 
40
  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 nearly 30 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.
 
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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. Jun Luo has served as our director since June 2024. Mr. Luo has extensive experience in operational planning and
investment management. Mr. Luo is currently the co-vice chairman of the board of directors and the chief executive officer of
Kaisa Health Group Holdings Ltd. (HKEX: 0876), a company principally engaged in the manufacture and sale of dental
prosthetics. From May 2018 to October 2023, Mr. Luo served as a director of Pacific Shuanglin Bio-pharmacy Co., Ltd. (SZ:
000403), a company primarily engaging in research, development, production, and sales of blood products in China. Mr. Luo
obtained his bachelor’s degree in management from Nanjing University of Finance & Economics in 2003 and a master’s degree in
business administration from Tongji University.
 
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, 2024, we paid an aggregate of approximately RMB3.5 million (US$476.3 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.
 
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.
 
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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 63,381 ordinary shares.
As of April 17, 2025, awards to purchase 18,655 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.
 
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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
 
Class A Ordinary Shares
Underlying Options
Awarded
   
Exercise 
Price
(US$/share)   
Date of Grant
    Date of Expiration 
Jiaorong Pan
   
*   
0.0005625    December 21, 2018     December 21, 2025 
Shuiying Chen
   
*   
0.0005625    November 15, 2021    
November 14,
2026
 
Other grantees
   
18,052
   
0.0005625
   
December 21, 2018
through November
15, 2021
   
December 21, 2025
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, or 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 or her 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.
 
Audit Committee.  Our audit committee consists of Yang Li, Senlin Peng and Jun Luo. Yang Li is the chairman of our audit
committee. We have determined that Yang Li, Senlin Peng and Jun Luo, 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;
 
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●
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 Jun Luo. Yang Li is the chairman
of our compensation committee. We have determined that Yang Li and Jun Luo, 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 Jun
Luo, Xi Zeng and Yang Li. Jun Luo is the chairman of our nominating and corporate governance committee. We have determined
that Jun Luo 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
 
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●
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.
 
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.
 
D. Employees
 
As of December 31, 2024, we had 134 employees, including 41 software and product development personnel and 83 sales and
marketing personnel in our corporate offices in 15 cities and headquarters in two cities. As of December 31, 2022, 2023 and 2024,
we had 212, 130 and 134 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.
 
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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 April 17, 2025 by:
 
●
each of our directors and executive officers; and
 
●
each person known to us to own beneficially more than 5% of our ordinary shares.
 
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 April 17, 2025. 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 April 17, 2025 was 49,051,616, comprising of 48,949,271 Class A ordinary shares, 87,186 Class B ordinary
shares and 15,159 Class C ordinary shares.
 
 
 
Ordinary Shares Beneficially Owned as of April 17, 2025
 
Name
 
Class A
Ordinary
Shares
Beneficially
Owned
   
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††  
Directors and Executive
Officers:**
 
    
    
    
    
    
  
Xi Zeng(1)
   
—     
28,693     
15,159     
43,852     
0.1     
75.4 
Jiaorong Pan(2)
   
*     
—     
—     
*     
*     
* 
Yi Duan(3)
   
—     
*     
—     
 *     
*     
* 
Yang Li
   
—     
—     
—     
—     
—     
— 
Senlin Peng
   
—     
—     
—     
—     
—     
— 
Jun Luo
   
—     
—     
—     
—     
—     
— 
Shuiying Chen(4)
   
*     
—     
—     
*     
*     
* 
All Directors and Executive
Officers as a Group
   
5,714     
87,186     
15,159     
108,059     
0.2     
75.7 
 
   
      
      
      
      
      
  
Principal Shareholders:
   
      
      
      
      
      
  
ZX INTERNATIONAL LTD(1)
   
—     
28,693     
15,159     
43,852     
0.1     
75.4 
 
 
Notes:
 
*
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,
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People’s Republic of China. Jun Luo’s business address is Rm B3, 15/F, Blk 1, Oma by the Sea, 166 Castle Peak Road, Tai
Lam, Tuen Mun, NT, Hong Kong.
 
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†
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 April 17, 2025, by the sum of the total number of outstanding ordinary shares as of April 17, 2025
and the number of Class A ordinary shares underlying the options held by such person or group that are exercisable within 60
days after April 17, 2025.
 
††
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 28,693 Class B ordinary shares and 15,159 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 2/F, Palm Grove
House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands. ZX INTERNATIONAL LTD is owned by Mr. Xi Zeng.
 
(2) Represents Class A ordinary shares held by XUANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands
company controlled by Ms. Jiaorong Pan. The registered address of XUANYU NETWORK INTERNATIONAL LTD is 2/F,
Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands. XUANYU NETWORK INTERNATIONAL
LTD is owned by Ms. Jiaorong Pan.
 
(3) Represents Class B ordinary shares held by CC NETWORK INTERNATIONAL LTD, a company incorporated in the British
Virgin Islands controlled by Mr. Yi Duan. The registered address of CC NETWORK INTERNATIONAL LTD is Luna Tower,
Waterfront Drive, Road Town, Tortola VG1110, British Virgin Islands. CC NETWORK INTERNATIONAL LTD is owned by
Mr. Yi Duan.
  
(4) Represents Class A ordinary shares beneficially owned by Mr. Shuiying Chen, including Class A ordinary shares underlying
share options held by Mr. Shuiying Chen that will vest within 60 days after April 17, 2025.
 
To our knowledge, as of April 17, 2025, a total of 48,921,909 Class A ordinary shares outstanding (excluding Class A ordinary
shares reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans, upon the
exercise of warrants issued on July 19, 2023, and upon the conversion of notes issued on February 11, 2025 and March 14, 2025),
representing approximately 99.7% of our total outstanding ordinary shares, were held by one record holder in the United States,
which is Cede & Co., the nominee of the Depositary Trust Company. The number of beneficial owners of our Class A ordinary
shares in the United States is likely much larger than the one record holder of our ordinary shares in the United States.
 
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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.”
 
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.
 
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●
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.
 
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.
 
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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 (equivalent to approximately 14 Class C ordinary
shares of par value US$0.0005625 each after the Share Consolidation) to ZX INTERNATIONAL LTD at a per share price of
US$1.193.
 
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 (equivalent to approximately 1,400 Class C ordinary shares of par value US$0.0005625
each after the Share Consolidation) 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 (equivalent to approximately 1,000 Class C ordinary
shares of par value US$0.0005625 each after the Share Consolidation) 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 (equivalent to
approximately 244 Class C ordinary shares of par value US$0.0005625 each after the Share Consolidation) to ZX
INTERNATIONAL LTD, at a per share price of US$0.0022.
 
On October 10, 2024, we entered into another share subscription agreement with ZX INTERNATIONAL LTD, and pursuant to
the agreement, we issued 3,901 Class C ordinary shares of par value US$0.0005625 per share to ZX INTERNATIONAL LTD, at a
per share price of US$2.53.
 
On December 12, 2024, we entered into another share subscription agreement with ZX INTERNATIONAL LTD, and pursuant
to the agreement, we issued 10,000 Class C ordinary shares of par value US$0.0005625 per share to ZX INTERNATIONAL LTD,
at a per share price of US$0.88. The abovementioned share issuances received prior approval by our audit committee and board of
directors.
 
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, Longshu Tianye, Yunde, Detong, Derong, Deyan,
Jiushi, Jiaxinda, Chunyu, Suzhou Tinghaozhu, Shanghai Nuancheng and Duoduo Robot
 
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”), Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshu
Tianye”), Ningbo Meishan Yunde Investment Limited Partnership (“Yunde”), Ningbo Meishan Detong Investment Limited
Partnership (“Detong”) and Ningbo Meishan Derong Investment Limited Partnership (“Derong”), Ningbo Meishan Deyan
Investment Limited Partnership (“Deyan”), Ningbo Meishan Jiushi Investment Limited Partnership (“Jiushi”), and Shenzhen
Jiaxinda No.3 Investment Limited Partnership (“Jiaxinda”), 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.
 
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During the year ended December 31, 2023, we fully disposed our equity interests in Ningbo Meishan Jiuzhen Investment
Limited Partnership (“Jiuzhen”), Ningbo Meishan Muju Investment Limited Partnership (“Muju”), Shenzhen Chenji Zhaozhao
Technology Co., Ltd. (“Chenji Zhaozhao”), and Shanghai Tinghaozhu Space Design Co., Ltd. (“Tinghaozhu Space”) through share
transfers or liquidations of related companies.
 
During the year ended December 31, 2024, we fully disposed our equity interests in Ningbo Meishan Qixing Management
Limited Partnership (“Qixing”) through its liquidation, and we made equity investments in Ningbo Chunyu Management Limited
Partnership (“Chunyu”), Suzhou Tinghaozhu Technology Co., Ltd. (“Suzhou Tinghaozhu”), Shanghai Nuancheng Network
Technology Co., Ltd. (“Shanghai Nuancheng”), and Shenzhen Duoduo Robot Technology Co., Ltd. (“Duoduo Robot”).
 
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:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
 
(in thousands)
 
Jiufeng
   
31     
—     
—     
— 
Jiuzhen
   
4,022     
—     
—     
— 
Muju
   
875     
286     
—     
— 
Shanghai Chongkai Enterprise Management (LLP) (“Chongkai”) (1)   
69     
—     
—     
— 
Total
   
4,997     
286     
—     
— 
 
 
Note:
 
(1) Chongkai is a company owned by two founders of our company and certain management members of our group.
 
Other income shared with Chenji Zhaozhao and Tinghaozhu Space was RMB183.7 thousand and RMB1.3 million,
respectively, in 2022, RMB100.2 thousand and nil, respectively, in 2023, and nil and nil in 2024.
 
Other income shared with Chunyu, Suzhou Tinghaozhu, Shanghai Nuancheng and Duoduo Robot was nil in 2024.
 
The following table sets forth the amounts payable for income shared to our funding partners as of the dates presented:
 
 
 
As of December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
 
(in thousands)
 
Gefei Chengyun
   
10,759     
10,759     
—     
— 
Jiushen
   
29     
29     
—     
— 
Jiufeng
   
736     
737     
737     
101 
Jiuchuan
   
9,403     
9,403     
5,615     
769 
Longshu Tianye
   
10,140     
10,140     
10,140     
1,389 
Yunde
   
9,383     
9,383     
—     
— 
Detong
   
3,274     
3,274     
3,274     
449 
Qixing
   
964     
—     
—     
— 
Jiushi
   
65     
65     
65     
9 
Derong
   
9,733     
9,733     
—     
— 
Total
   
54,486     
53,523     
19,831     
2,717 
 
As of December 31, 2024, other amounts payable to Jiushen, Chongkai, Jiufeng, and Shanghai Nuancheng were RMB790
thousand (US$108 thousand), RMB3,060 thousand (US$419 thousand), RMB149 thousand (US$20 thousand), and RMB70
thousand (US$10 thousand), respectively.
 
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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.”
 
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. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
 
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.”
 
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.
 
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ITEM 9. THE OFFER AND LISTING
 
A. Offer and Listing Details
 
See “—C. Markets.”
 
B. Plan of Distribution
 
Not applicable.
 
C. Markets
 
Our Class A ordinary shares have been listed on the Nasdaq Stock Market since November 1, 2019, under the symbol “DUO.”
 
D. Selling Shareholders
 
Not applicable.
 
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 sixth 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;
 
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●
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.
 
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.
 
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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.
 
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.
 
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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.
 
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.
 
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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.
 
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;
 
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●
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.
 
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;
 
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●
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.
 
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.
 
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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.
 
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.
 
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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.
 
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.
 
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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.
 
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.
 
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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.
 
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
our 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 our
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.
 
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Payments of dividends and capital in respect of our Class A ordinary shares 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 Class A ordinary shares,
nor will gains derived from the disposal of our Class A ordinary shares be subject to Cayman Islands income or corporation tax.
 
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 our Class A 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 our Class A ordinary shares by a U.S. Holder (as defined below) that holds Class A 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 our
Class A 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;
 
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●
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;
 
●
investors who acquire our Class A ordinary shares pursuant to any employee share option or otherwise as compensation;
 
●
investors that will hold our Class A 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 our Class A
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 OUR CLASS A ORDINARY SHARES.
 
General
 
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Class A 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 our Class A 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 Class A ordinary shares and their partners are urged to consult
their tax advisors regarding an investment in our Class A ordinary shares.
 
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Dividends
 
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, distributions paid on our Class A
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. 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 Class
A 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 Class A 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 Class A ordinary shares. Treasury regulations may in some circumstances prohibit a U.S. Holder from claiming a
foreign tax credit with respect to certain foreign taxes that are not creditable under applicable tax treaties. 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 Class A 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 Class A ordinary shares. The gain or loss will generally be
capital gain or loss. Any capital gain or loss will be long term if the Class A 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 Class A 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 Class A 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 Class A 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 Class A ordinary shares), we believe we were not a PFIC for 2024. 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 Class A ordinary shares, 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 2024 or for any other taxable year during which a U.S. Holder holds Class A 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 Class A
ordinary shares), and (ii) any gain realized on the sale or other disposition of Class A ordinary shares. Under the PFIC rules:
 
●
the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for Class A 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 Class A 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.
 
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 Class A ordinary shares, 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 Class A ordinary shares held at the end of the taxable year over the adjusted tax basis of such Class A ordinary shares and
(ii) deduct as an ordinary loss in each such taxable year the excess, if any, of the adjusted tax basis of the Class A ordinary shares
over the fair market value of such Class A ordinary shares 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 Class A ordinary shares 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 Class A ordinary shares 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 Class A ordinary shares 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.
 
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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 Class A ordinary shares will be treated as
“regularly traded” for any calendar year in which more than a de minimis quantity of the Class A ordinary shares are traded on a
qualified exchange on at least 15 days during each calendar quarter. The Nasdaq Capital Market, where our Class A ordinary shares
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 Class A 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 Class A ordinary shares, unless the Class A 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 Class A ordinary shares.
 
F. Dividends and Paying Agents
 
Not applicable.
 
G. Statement by Experts
 
Not applicable.
 
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.
 
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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.
 
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 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 our Class A ordinary shares 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 our Class A
ordinary shares 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 Class A ordinary shares 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.
 
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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
 
On September 30, 2024, we implemented a substitution listing, whereby all ADSs were exchanged into our company’s Class A
ordinary shares on a mandatory basis, and our ADR facility was terminated thereafter. As a result of this, there are no outstanding
ADRs as of December 31, 2024.
 
Fees and Other Payments Made by the Depositary to Us
 
The depositary agreed to reimburse us for certain expenses we incurred in relation to the former ADS program. For the year
ended December 31, 2024, we received US$0.2 million in fees from the depositary.
 
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PART II
 
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
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 that time
(equivalent to approximately 28,890 Class A ordinary shares after the Share Consolidation), 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, 2024, we used all 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.
 
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, 2024, 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.
 
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, 2024 due to one “material weakness” in our
internal control over financial reporting.
 
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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 our Class A ordinary shares.”
 
Attestation Report of the Independent Registered Public Accounting Firm
 
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm because our
company is neither an accelerated filer nor a large accelerated filer, as such terms are defined in Rule 12b-2 under the Exchange
Act.
 
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.
 
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.”
 
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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. A copy of the Code of Business Conduct and Ethics is
filed as Exhibit 11.1 to this annual report. 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:
 
 
 
For the Year Ended
December 31,
 
 
 
2023
   
2024
 
 
 
(RMB in thousands)
 
Audit fees(1)
   
3,179     
2,157 
Audit-related fees(2)
   
282     
216 
Total
   
3,461     
2,373 
 
 
Notes:
 
(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
 
Not applicable.
 
ITEM 16G. CORPORATE GOVERNANCE
 
As a Cayman Islands exempted company listed on the Nasdaq Capital 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 Our Class A Ordinary Shares—Since shareholder rights under Cayman Islands law differ from those under U.S. law, you
may have difficulty protecting your shareholder rights.”
 
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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 Our Class A Ordinary Shares—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.” 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
 
We have adopted an Insider Trading Policy (the “Insider Trading Policy”), which, among other things, governs the purchase,
sale and other dispositions of our securities by our directors, executive officers and employees. Our Insider Trading Policy aims to
promote compliance with applicable insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our
Insider Trading Policy is filed as Exhibit 11.2 to this annual report.
 
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.
 
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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. 
Description of Exhibit
1.1
  Sixth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by
reference to Exhibit 99.1 to our current report on Form 6-K (File No. 001-39109), filed with the SEC on September
30, 2024)
2.1
  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)
2.2
  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)
2.3
  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)
2.4
  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)
2.5
  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)
2.6
  Description of Rights of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated
by reference to Exhibit 99.2 to our current report on Form 6-K (File No. 001-39109), filed with the SEC on
September 30, 2024)
4.1
  Amended and Restated 2018 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our S-8 registration
statement (File No. 333-237506) filed with the SEC on March 31, 2020)
4.2
  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)
4.3
  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)
4.4
  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)
4.5
  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)
4.6
  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)
 
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Exhibit No. 
Description of Exhibit
4.7
  English translation of the Supplementary Agreement to the Business Operation Agreement, dated as of March 14,
2025, entered into by and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network
Technology Co., Ltd., and each then shareholders 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
March 14, 2025)
4.8
  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)
4.9
  English translation of the Power of Attorney, dated March 14, 2025, issued by Mr. Xi Zeng as the 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 March 14,
2025)
4.10
  English translation of the Equity Interest Pledge Agreements, dated March 14, 2025, 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 March 14, 2025)
4.11
  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)
4.12
  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)
4.13
 
  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)
4.14
  English translation of the Supplementary Agreements to the 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)
4.15
  English translation of the Supplementary Agreement to the Option Agreement, dated March 14, 2025, entered into by
and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd.,
and Mr. Xi Zeng as the 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 March 14,
2025)
4.16
  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)
4.17
  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)
4.18
  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)
4.19
  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 the SEC on July 18, 2023)
4.20
  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)
4.21
  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)
4.22
  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)
4.23
  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)
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Exhibit
No.
 
Description of Exhibit
4.24
  Form of Patent Purchase Agreement between Fangdd Network Group Ltd. and certain company (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 October
1, 2024)
4.25
  Placement Agency Agreement between Fangdd Network Group Ltd. and MM Global Securities, Inc. (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
October 1, 2024)
4.26
  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
October 1, 2024)
4.27
  Placement Agency Agreement between Fangdd Network Group Ltd. and MM Global Securities, Inc. (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
October 7, 2024)
4.28
  Form of Pre-funded Ordinary Share Purchase 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 October 7, 2024)
4.29
  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
October 7, 2024)
4.30
  Share Subscription Agreement, dated October 10, 2024, 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 October 10, 2024)
4.31
  Placement Agency Agreement between Fangdd Network Group Ltd. and MM Global Securities, Inc. (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
October 11, 2024)
4.32
  Form of Pre-funded Ordinary Share Purchase 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 October 11, 2024)
4.33
  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
October 11, 2024)
4.34
  Placement Agency Agreement between Fangdd Network Group Ltd. and MM Global Securities, Inc. (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
November 8, 2024)
4.35
  Form of Pre-funded Ordinary Share Purchase 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 November 8, 2024)
4.36
  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
November 8, 2024)
4.37
  Placement Agency Agreement between Fangdd Network Group Ltd. and MM Global Securities, Inc. (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
December 10, 2024)
4.38
  Form of Pre-funded Ordinary Share Purchase 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 December 10, 2024)
4.39
  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
December 10, 2024)
4.40
  Share Subscription Agreement, dated December 12, 2024, 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 December 12, 2024)
4.41
  Form of Termination Agreement between Fangdd Network Group Ltd. and certain company (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 January 17,
2025)
4.42
  Placement Agent Agreement between Fangdd Network Group Ltd. and MM Global Securities, Inc. (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
February 11, 2025)
4.43
  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
February 11, 2025)
4.44
  Form of Senior 5% Original Issue Discount Convertible Promissory Note (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 February 11, 2025)
 
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Exhibit No. 
Description of Exhibit
4.45
  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
March 14, 2025)
4.46
  Form of Senior 5% Original Issue Discount Convertible Promissory Note (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 March 14, 2025)
8.1*
  Principal Subsidiaries of the Registrant
11.1
  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)
11.2*
  Insider Trading Policy
12.1*
  Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*
  Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**
  Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**
  Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*
  Consent of Audit Alliance LLP, Independent Registered Public Accounting Firm
15.2*
  Consent of Sundial Law Firm
97.1
  Incentive Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97.1 to the annual report on
Form 20-F (File No. 001-39109) filed with the SEC on April 19, 2024)
101.INS*
  Inline XBRL Instance Document
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
  Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
 
*
Filed herewith
 
**
Furnished herewith
 
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SIGNATURES
 
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.
 
 
Fangdd Network Group Ltd.
 
 
 
 
By:
/s/ Xi Zeng
 
Name: Xi Zeng
 
Title: Chief Executive Officer
 
Date: April 23, 2025
 
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FANGDD NETWORK GROUP LTD.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
CONTENTS
  PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - AUDIT ALLIANCE LLP (PCAOB
ID: 3487)
 
F-2 – F-3
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2024
  F-4 – F-5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE
YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
 
F-6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED
DECEMBER 31, 2022, 2023 AND 2024
 
F-7 – F-9
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022, 2023
AND 2024
 
F-10 – F-11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  F-12 – F-62
 
F-1
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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, 2023 and 2024, the related consolidated statements of operations and comprehensive
income/(loss), changes in shareholders’ equity, and cash flows for each of the years ended December 31, 2022, 2023 and 2024, 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, 2023 and 2024, and the results of its
operations and its cash flows for each of the years ended December 31, 2022, 2023 and 2024, in conformity with accounting
principles generally accepted in the United States of America (“U.S. GAAP”).
 
Material Uncertainty Related to Going Concern
 
The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern.
As discussed in Note 2.2 to the consolidated financial statements, the Group had an accumulated deficit of RMB4,618.6 million as
of December 31, 2024, and had negative cash flows from operating activities of RMB60.4 million for the year ended December 31,
2024, 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 2.2. 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. 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.
 
Critical Audit Matters
 
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
 
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Allowance for Credit Losses of Accounts Receivable
 
As described in Notes 2.12 and 6 to the consolidated financial statements, the Group had gross accounts receivable of RMB836.4
million, for which an allowance for credit losses of RMB640.4 million was recorded as of December 31, 2024. The Group’s
accounts receivable primarily consist of amounts due from the real estate developers for primary business upon the completion of
their services. The allowance for credit losses is estimated based on factors including the age of the amounts due, the payment
history, credit-worthiness and the financial condition of the debtor.
 
The principal considerations for our determination that performing procedures relating to the allowance for credit losses of
accounts receivable is a critical audit matter are (i) the significant judgment by management in estimating the allowance for credit
losses of accounts receivable; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and
evaluating management’s significant assumptions; and (iii) the audit effort involved the use of professionals with specialized skill
and knowledge.
 
How we addressed the matter in our audit:
 
●
Tested the completeness and accuracy of data used in the aging analysis;
 
●
Compared management’s historical loss rate to actual write-offs and industry benchmarks;
 
 
 
●
Assessed the reasonableness of forward-looking adjustments for economic risk;
 
 
 
 
●
Understood of controls relating to management assessment of the receivable allowance;
 
 
 
 
●
Reviewed the Group's allowance policy and reviewed management’s impairment assessment, including its supporting
evidence such as subsequent repayments;
 
 
 
 
●
Examined original transaction related documents;
 
 
 
 
●
Evaluated the sufficiency of the Group’s disclosures to accounts receivable.
 
Write-off of Contested Accounts Payable
 
Management estimated the write-off of contested accounts payable by considering the factors including (i) the balance of
deregistered real estate agency company and (ii) the balance of accounts payable overdue more than two years. The balance of
accounts payable that do not require payments was RMB353.0 million as of December 31, 2024, and the write-off of contested
accounts payable was RMB151.5 million for the year ended December 31, 2024.
 
The principal considerations for our determination that performing procedures relating to the write-off of contested accounts
payable is a critical audit matter are (i) the significant judgment by management in estimating the write-off of contested accounts
payable to real estate agency company; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and
evaluating management’s significant assumptions; and (iii) the audit effort involved the use of professionals with specialized skill
and knowledge.
 
How we addressed the matter in our audit:
 
 
●
Obtained the approval from management;
 
●
Inspected authorization controls for accounts payable write-offs, including evidence of deregistered brokerage firms and
management approval;
 
●
Verified the timing of write-offs by comparing the dates of write-off approvals to the periods in which the liabilities were
removed from the balance sheet;
 
●
Assessed completeness by tracing a sample of aged accounts payable balances (over 720 days) to subsequent write-offs or
payments to ensure no unrecorded liabilities;
 
●
Checked if there were lawsuits against the accounts payable written off.
 
/s/ Audit Alliance LLP 
 
Singapore 
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April 23, 2025
 
We have served as the Group’s auditor since 2022.
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Fangdd Network Group Ltd.
CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share and per share data)
 
 
 
 
 
As of December 31,
 
 
 
Note
 
2023
   
2024
 
 
 
 
 
RMB
   
RMB
   
US$
 
 
 
 
   
     
   
(Note 2.7)  
Assets
 
 
   
     
     
 
Current assets
 
 
   
     
     
 
Cash and cash equivalents
 
3
   
121,733     
75,351     
10,323 
Restricted cash
 
3
   
22,166     
14,133     
1,936 
Short-term investments
 
4
   
15,312     
113,632     
15,568 
Accounts receivable, net
 
6
   
314,638     
196,041     
26,858 
Prepayments and other assets, net
 
7
   
126,725     
144,081     
19,737 
Inventories
 
 
   
12,503     
5,380     
737 
Total current assets
 
 
   
613,077     
548,618     
75,159 
Non-current assets
 
 
   
      
      
  
Property, plant and equipment, net
 
8
   
4,158     
15,392     
2,108 
Intangible assets, net
 
 
   
1,131     
1,005     
138 
Right-of-use assets
 
5
   
183     
1,413     
194 
Equity method investments, net
 
10
   
145,696     
162,761     
22,298 
Long-term equity investment, net
 
11
   
3,000     
2,000     
274 
Other non-current assets
 
 
   
2,656     
—     
— 
Total non-current assets
 
 
   
156,824     
182,571     
25,012 
Total assets
 
 
   
769,901     
731,189     
100,171 
Liabilities
 
 
   
      
      
  
Current liabilities
 
 
   
      
      
  
Accounts payable (including accounts payable of consolidated VIE
without recourse to the Company of RMB319,606 and
RMB98,175 as of December 31, 2023 and 2024, respectively)
 
 
   
341,760     
180,737     
24,761 
Amounts due to related parties (including amounts due to related
parties of consolidated VIE without resource to the Company of
RMB58,151 and RMB23,900 as of December 31, 2023 and 2024,
respectively)
 
23
   
58,151     
23,900     
3,274 
Customers’ refundable fees (including customers’ refundable fees of
consolidated VIE without recourse to the Company of
RMB30,657 and RMB14,433 as of December 31, 2023 and 2024,
respectively)
 
13
   
31,554     
15,879     
2,175 
Accrued expenses and other payables (including accrued expenses
and other payables of consolidated VIE without recourse to the
Company of RMB75,630 and RMB69,174 as of December 31,
2023 and 2024, respectively)
 
14
   
113,077     
104,595     
14,329 
Income tax payables (including income tax payables of consolidated
VIE without recourse to the Company of RMB1,590 and RMB11
as of December 31, 2023 and 2024, respectively)
 
 
   
5,068     
139     
19 
Lease liabilities (including operating lease liabilities of consolidated
VIE without recourse to the Company of RMB111 and RMB671
as of December 31, 2023 and 2024, respectively)
 
5
   
111     
1,332     
182 
Total current liabilities
 
 
   
549,721     
326,582     
44,740 
Non-current liabilities
 
 
   
      
      
  
Income tax payables (including income tax payables of consolidated
VIE without recourse to the Company of RMB28,243 and
RMB20,746 as of December 31, 2023 and 2024, respectively)
 
15
   
28,654     
21,176     
2,901 
Lease liabilities (including operating lease liabilities of consolidated
VIE without recourse to the Company of RMB29 and RMB130
as of December 31, 2023 and 2024, respectively)
 
5
   
29     
130     
18 
Total non-current liabilities
 
 
   
28,683     
21,306     
2,919 
Total liabilities
 
 
   
578,404     
347,888     
47,659 
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Commitments and contingencies
 
22
   
      
      
  
  
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Fangdd Network Group Ltd.
CONSOLIDATED BALANCE SHEETS (Continued)
(All amounts in thousands, except for share and per share data)
 
 
 
 
 
As of December 31,
 
 
 
Note
 
2023
   
2024
 
 
 
 
 
RMB
   
RMB
   
US$
 
 
 
 
   
     
   
(Note 2.7)  
Shareholders’ equity:
 
 
   
     
     
 
Class A ordinary shares* (US$0.0005625 par value, 533,333,333
and 10,000,000,000 shares authorized including Class A, Class B
and Class C ordinary shares, as of December 31, 2023 and 2024,
respectively, 5,922,152 and 35,664,228 shares issued and
outstanding as of December 31, 2023 and 2024, respectively)
 
17
   
17     
136     
19 
Class B ordinary shares* (US$0.0005625 par value, 533,333,333
and 10,000,000,000 shares authorized including Class A, Class B
and Class C ordinary shares, as of December 31, 2023 and 2024,
respectively, 87,186 shares issued and outstanding as of both
December 31, 2023 and 2024)
 
17
   
—     
—     
— 
Class C ordinary shares* (US$0.0005625 par value, 533,333,333
and 10,000,000,000 shares authorized including Class A, Class B
and Class C ordinary shares, as of December 31, 2023 and 2024,
respectively, 1,258 and 15,159 shares issued and outstanding as of
December 31, 2023 and 2024, respectively)
 
17
   
—     
—     
— 
Additional paid-in capital
 
 
   
5,243,416     
5,388,038     
738,158 
Accumulated other comprehensive loss
 
 
   
(398,160)    
(383,235)    
(52,503)
Accumulated deficit
 
 
    (4,649,428)     (4,618,595)    
(632,745)
Total Fangdd Network Group Ltd. shareholders’ equity
 
 
   
195,845     
386,344     
52,929 
Non-controlling interests
 
 
   
(4,348)    
(3,043)    
(417)
Total shareholders’ equity
 
 
   
191,497     
383,301     
52,512 
Total liabilities and shareholders’ equity
 
 
   
769,901     
731,189     
100,171 
 
*
Retrospectively restated to reflect the share consolidation effected on August 12, 2024, whereby every 5,625 ordinary shares of
a par value US$0.0000001 per share were consolidated into one ordinary share of a par value US$0.0005625 per share (the
“Share Consolidation”).
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
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Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
(All amounts in thousands, except for share and per share data)
 
 
 
 
   
For the Year Ended December 31,
 
 
 
Note
   
2022
   
2023
   
2024
 
 
 
 
   
RMB
   
RMB
   
RMB
   
US$
 
 
 
 
     
     
     
   
(Note 2.7)  
Revenue
 
19
     
245,948     
284,957     
339,104     
46,457 
Cost of revenue
 
 
     
(221,213)    
(243,763)    
(277,356)    
(37,998)
Gross profit
 
 
     
24,735     
41,194     
61,748     
8,459 
 
 
 
     
      
      
      
  
Operating expenses
 
 
     
      
      
      
  
Sales and marketing expenses
 
 
     
(13,195)    
(2,774)    
(10,081)    
(1,381)
Product development expenses
 
 
     
(65,971)    
(32,142)    
(24,775)    
(3,394)
General and administrative expenses
 
 
     
(194,962)    
(271,448)    
(152,554)    
(20,900)
Total operating expenses
 
 
     
(274,128)    
(306,364)    
(187,410)    
(25,675)
Loss from operations
 
 
     
(249,393)    
(265,170)    
(125,662)    
(17,216)
 
 
 
     
      
      
      
  
Income/(loss) from operations
 
 
     
      
      
      
  
Interest (expense)/income, net
 
 
     
(5,140)    
(621)    
1,684     
231 
Foreign currency exchange gain/(loss), net
 
 
     
375     
333     
(8,419)    
(1,153)
Gain/(loss) on short-term investments
 
4
     
363     
(518)    
240     
33 
Impairment loss for equity method investments
 
10
     
(62,623)    
(15,279)    
(4,029)    
(552)
Share of (loss)/profit from equity method investees, net
of income tax
 
10
     
(2,020)    
442     
(196)    
(27)
Impairment loss for long-term equity investment
 
11
     
(8,000)    
(3,000)    
(1,000)    
(137)
Impairment loss for non-current assets
 
 
     
(7,642)    
—     
—     
— 
Goodwill impairment
 
 
     
—     
(454)    
—     
— 
Government grants
 
 
     
14,938     
2,454     
108     
15 
Other income, net
 
 
     
87,041     
183,490     
156,238     
21,405 
Gain on disposal of subsidiaries
 
 
     
—     
3,330     
1,412     
193 
Gain on acquisition of subsidiaries
 
 
     
—     
—     
272     
37 
(Loss)/income before income tax
 
 
     
(232,101)    
(94,993)    
20,648     
2,829 
Income tax (expense)/benefit
 
15
     
(7,487)    
1,889     
7,655     
1,049 
Net (loss)/income
 
 
     
(239,588)    
(93,104)    
28,303     
3,878 
Net (income)/loss attributable to non-controlling
interests
 
 
     
(4,450)    
1,351     
2,530     
347 
Net (loss)/income attributable to Fangdd Network
Group Ltd.
 
 
     
(244,038)    
(91,753)    
30,833     
4,225 
Net (loss)/income attributable to ordinary
shareholders
 
 
     
(244,038)    
(91,753)    
30,833     
4,225 
Net (loss)/income
 
 
     
(239,588)    
(93,104)    
28,303     
3,878 
Other comprehensive income/(loss)
 
 
     
      
      
      
  
Foreign currency translation adjustment
 
 
     
11,036     
(4,319)    
14,925     
2,045 
Total comprehensive (loss)/income, net of tax
 
 
     
(228,552)    
(97,423)    
43,228     
5,923 
 
 
 
     
      
      
      
  
Total comprehensive (income)/loss attributable to non-
controlling interests
 
 
     
(4,450)    
1,351     
2,530     
347 
Total comprehensive (loss)/income attributable to
ordinary shareholders
 
 
     
(233,002)    
(96,072)    
45,758     
6,270 
Net (loss)/income per share attributable to ordinary
shareholders*
 
 
     
      
      
      
  
- Basic and diluted
 
20
     
(660.40)    
(22.74)    
3.45     
0.47 
Weighted average number of ordinary shares
outstanding used in computing net (loss)/income
per share*
 
 
     
      
      
      
  
- Basic and diluted
 
20
     
369,533     
4,034,877     
8,926,591     
  
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*
Retrospectively restated to reflect the Share Consolidation.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
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Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(All amounts in thousands, except for share and per share data)
 
 
 
Class A
ordinary
shares
   
Class B
ordinary
shares
  
Class C
ordinary
shares
   
Additional
paid-in
capital
  
Accumulated
other
comprehensive
loss
  
Accumulated
deficit
  
Total
Fangdd
Network
Group Ltd.
shareholders’
equity
  
Non-
controlling
interests   
Total
shareholders’
equity
 
 
 Shares*  RMB    Shares*  RMB  Shares*  RMB    
RMB
  
RMB
  
RMB
  
RMB
  
RMB
  
RMB
 
Balance as of
January 1,
2022
  253,591   
1    110,211   
—   
—   
—     5,031,772   
(404,877)  
(4,313,637)  
313,259   
(9,582)  
303,677 
Net loss for the
year
  
—   
—    
—   
—   
—   
—    
—   
—   
(244,038)  
(244,038)  
4,450   
(239,588)
Exercise of share
options under
share-based
compensation   
8,785   
—**  
—   
—   
—   
—    
—   
—   
—   
—   
—   
— 
Share-based
compensation   
—   
—    
—   
—   
—   
—    
16,724   
—   
—   
16,724   
—   
16,724 
Acquisition of a
subsidiary with
non-
controlling
interests
  
—   
—    
—   
—   
—   
—    
—   
—   
—   
—   
(114)  
(114)
Capital
contribution
from non-
controlling
shareholders
  
—   
—    
—   
—   
—   
—    
—   
—   
—   
—   
490   
490 
Disposal of a
subsidiary
  
—   
—    
—   
—   
—   
—    
—   
—   
—   
—   
34   
34 
Issuance of
ordinary shares   66,667   
—**  
—   
—   
13   
—**  
3,135   
—   
—   
3,135   
—   
3,135 
Foreign currency
translation
adjustments
  
—   
—    
—   
—   
—   
—    
—   
11,036   
—   
11,036   
—   
11,036 
Balance as of
December 31,
2022
  329,043   
1    110,211   
—   
13   
—     5,051,631   
(393,841)  
(4,557,675)  
100,116   
(4,722)  
95,394 
 
*
Retrospectively restated to reflect the Share Consolidation.
**
Less than 1 after in thousand and rounding.
 
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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
shares
   
Class B
ordinary
shares
   
Class C
ordinary
shares
   
Additional
paid-in
capital
  
Accumulated
other
comprehensive
loss
  
Accumulated
deficit
  
Total
Fangdd
Network
Group Ltd.
shareholder’s
equity
  
Non-
controlling
interests   
Total
shareholders’
equity
 
 
  Shares*   RMB   Shares*  RMB   Shares*  RMB   
RMB
  
RMB
  
RMB
  
RMB
  
RMB
  
RMB
 
Balance as of
January 1,
2023
   329,043   
1    110,211   
—    
13   
—     5,051,631   
(393,841)  
(4,557,675)  
100,116   
(4,722)  
95,394 
Net loss for the
year
  
—   
—    
—   
—    
—   
—    
—   
—   
(91,753)  
(91,753)  
(1,351)  
(93,104)
Exercise of
share options
under share-
based
compensation  
989   
—**  
—   
—    
—   
—    
—   
—   
—   
—   
—   
— 
Share-based
compensation  
—   
—    
—   
—    
—   
—    
105   
—   
—   
105   
—   
105 
Capital
contribution
from non-
controlling
shareholders   
—   
—    
—   
—    
—   
—    
—   
—   
—   
—   
635   
635 
Disposal of
subsidiaries
  
—   
—    
—   
—    
—   
—    
—   
—   
—   
—   
1,090   
1,090 
Issuance of
ordinary
shares
  2,235,762   
3    
—   
—    
1,245   
—**  
46,629   
—   
—   
46,632   
—   
46,632 
Conversion of
Class B
ordinary
shares to
Class A
ordinary
shares
  
23,025   
—**  (23,025)  
—**  
—   
—    
—   
—   
—   
—   
—   
— 
Issuance of
convertible
promissory
note
  
—   
—    
—   
—    
—   
—    
4,343   
—   
—   
4,343   
—   
4,343 
Conversion of
convertible
promissory
note
  3,333,333   
13    
—   
—    
—   
—    
140,708   
—   
—   
140,721   
—   
140,721 
Foreign
currency
translation
adjustments   
—   
—    
—   
—    
—   
—    
—   
(4,319)  
—   
(4,319)  
—   
(4,319)
Balance as of
December
31, 2023
  5,922,152   
17     87,186   
—    
1,258   
—     5,243,416   
(398,160)  
(4,649,428)  
195,845   
(4,348)  
191,497 
 
*
Retrospectively restated to reflect the Share Consolidation.
**
Less than 1 after in thousand and rounding.
 
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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
shares
   
Class B
ordinary
shares
  
Class C
ordinary
shares
   
Additional
paid-in
capital
  
Accumulated
other
comprehensive
loss
  
Accumulated
deficit
  
Total
Fangdd
Network
Group Ltd.
shareholders’
equity
  
Non-
controlling
interests   
Total
shareholders’
equity
 
 
  Shares*   RMB    Shares*  RMB  Shares*  RMB    
RMB
  
RMB
  
RMB
  
RMB
  
RMB
  
RMB
 
Balance as of
January 1,
2024
   5,922,152   
17     87,186   
—   
1,258   
—     5,243,416   
(398,160)  
(4,649,428)  
195,845   
(4,348)  
191,497 
Net income for
the year
  
—   
—    
—   
—   
—   
—    
—   
—   
30,833   
30,833   
(2,530)  
28,303 
Exercise of
share options
under share-
based
compensation  
89   
—**  
—   
—   
—   
—    
—   
—   
—   
—   
—   
— 
Share-based
compensation  
—   
—    
—   
—   
—   
—    
18   
—   
—   
18   
—   
18 
Issuance of
ordinary
shares
  18,634,890   
74    
—   
—    13,901   
—**  
88,486   
—   
—   
88,560   
—   
88,560 
Ordinary shares
adjustment
reflected as a
result of the
Share
Consolidation  
19   
—    
—   
—   
—   
—    
—   
—   
—   
—   
—   
— 
Reset warrants
exercised for
cashless
  
452,380   
2    
—   
—   
—   
—    
—   
—   
—   
2   
—   
2 
Regular
warrants
exercised
   2,288,558   
9    
—   
—   
—   
—    
25,304   
—   
—   
25,313   
—   
25,313 
Issuance and
exercise of
pre-funded
warrants
   8,366,140   
34    
—   
—   
—   
—    
30,814   
—   
—   
30,848   
—   
30,848 
Acquisition of
subsidiaries
with non-
controlling
interests
  
—   
—    
—   
—   
—   
—    
—   
—   
—   
—   
1,920   
1,920 
Capital
contribution
from non-
controlling
shareholders   
—   
—    
—   
—   
—   
—    
—   
—   
—   
—   
1,905   
1,905 
Disposal of
subsidiaries
  
—   
—    
—   
—   
—   
—    
—   
—   
—   
—   
10   
10 
Foreign
currency
translation
adjustments
  
—   
—    
—   
—   
—   
—    
—   
14,925   
—   
14,925   
—   
14,925 
Balance as of
December
31, 2024
  35,664,228    136     87,186   
—    15,159   
—     5,388,038   
(383,235)  
(4,618,595)  
386,344   
(3,043)  
383,301 
US$ (Note 2.7)   
    
19    
    
—   
    
—    
738,158   
(52,503)  
(632,745)  
52,929   
(417)  
52,512 
 
*
Retrospectively restated to reflect the Share Consolidation.
**
Less than 1 after in thousand and rounding.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
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Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands, except for share and per share data)
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
   
     
     
   
(Note 2.7)  
Cash flows from operating activities
 
      
     
     
 
Net (loss)/income
   
(239,588)    
(93,104)    
28,303     
3,878 
Adjustments to reconcile net income to net cash used in
operating activities
   
      
      
      
  
Depreciation and amortization
   
2,744     
697     
463     
63 
Amortization of right-of-use assets
   
597     
1,118     
1,109     
152 
Share-based compensation expenses
   
16,724     
105     
18     
2 
(Gain)/loss on short-term investments
   
(363)    
518     
(240)    
(33)
Impairment loss for non-current assets
   
7,642     
—     
—     
— 
Impairment loss for short-term investments
   
149,371     
—     
—     
— 
Impairment loss for goodwill
   
—     
454     
—     
— 
Impairment loss for long-term equity investment
   
8,000     
3,000     
1,000     
137 
Impairment loss for equity method investments
   
62,623     
15,279     
4,029     
552 
Share of loss/(profit) from equity method investments, net of
income tax
   
2,020     
(442)    
196     
27 
(Reversal)/provision of credit losses of accounts receivable,
prepayments and other assets
   
(67,605)    
201,885     
78,197     
10,713 
Accounts payable write-off benefit
   
(33,605)    
(167,928)    
(151,514)    
(20,757)
Loss on written off of property, plant and equipment
   
1,280     
275     
241     
33 
Foreign currency exchange (gain)/loss
   
(375)    
(333)    
8,419     
1,153 
Gain on acquisition of subsidiaries
   
—     
—     
(272)    
(37)
Gain on disposal of subsidiaries
   
—     
(3,330)    
(1,412)    
(193)
Changes in operating assets and liabilities
   
      
      
      
  
Accounts receivable
   
497,585     
97,777     
54,140     
7,417 
Prepayments and other assets
   
3,359     
(80,528)    
(16,443)    
(2,253)
Other non-current assets
   
—     
(4,439)    
2,656     
364 
Accounts payable
   
(452,275)    
(85,158)    
3,692     
506 
Amounts due to related parties
   
(30,848)    
(10,697)    
(34,251)    
(4,693)
Customers’ refundable fees
   
(250)    
807     
(15,392)    
(2,109)
Accrued expenses and other payables
   
(59,509)    
(59,159)    
(17,363)    
(2,379)
Lease liabilities
   
(769)    
(989)    
(1,017)    
(139)
Income tax payables
   
6,259     
(1,926)    
(4,929)    
(675)
Net cash used in operating activities
   
(126,983)    
(186,118)    
(60,370)    
(8,271)
Cash flows from investing activities
   
      
      
      
  
Purchase of property, plant and equipment
   
(194)    
(296)    
(8,179)    
(1,121)
Prepayment for acquisition of property
   
—     
—     
(23,060)    
(3,159)
Proceeds from disposal of property, plant and equipment
   
40     
—     
—     
— 
Investment in equity method investments
   
(33,154)    
—     
(18,141)    
(2,485)
Return of capital from equity method investees
   
19,547     
45,553     
—     
— 
Cash (paid for)/received from acquisition of subsidiaries, net of
cash acquired
   
(648)    
—     
215     
29 
Cash received from disposal of subsidiaries
   
—     
—     
68     
9 
Cash paid for short-term investments
   
(464,914)    
(63,812)    
(334,447)    
(45,819)
Proceeds from disposal of short-term investments
   
320,055     
49,982     
237,562     
32,546 
Net cash (used in)/provided by investing activities
   
(159,268)    
31,427     
(145,982)    
(20,000)
Cash flows from financing activities
   
      
      
      
  
Contribution from non-controlling shareholders
   
490     
635     
1,905     
261 
Proceeds from issuance of ordinary shares, net of issuance costs
   
3,136     
46,632     
88,560     
12,133 
Proceeds from issuance of convertible promissory note, net of
issuance costs
   
—     
145,064     
—     
— 
Proceeds from regular warrants exercised
   
—     
—     
25,313     
3,468 
Proceeds from issuance and exercise of pre-funded warrants
   
—     
—     
30,848     
4,226 
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Cash received from short-term bank borrowings
   
72,500     
—     
—     
— 
Repayment for short-term bank borrowings
   
(134,780)    
(72,500)    
—     
— 
Net cash (used in)/provided by financing activities
   
(58,654)    
119,831     
146,626     
20,088 
 
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Fangdd Network Group Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(All amounts in thousands, except for share and per share data)
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
   
      
      
       (Note 2.7)  
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
   
11,412     
(3,986)    
5,311     
728 
Net decrease in cash, cash equivalents and restricted cash
   
(333,493)    
(38,846)    
(54,415)    
(7,455)
Cash, cash equivalents and restricted cash at the beginning of the
year
   
516,238     
182,745     
143,899     
19,714 
Cash, cash equivalents and restricted cash at the end of the year    
182,745     
143,899     
89,484     
12,259 
 
   
      
      
      
  
Cash, cash equivalents and restricted cash
   
      
      
      
  
Cash and cash equivalents
   
143,934     
121,733     
75,351     
10,323 
Restricted cash
   
38,811     
22,166     
14,133     
1,936 
Cash, cash equivalents and restricted cash at the end of the year    
182,745     
143,899     
89,484     
12,259 
Supplemental disclosures of cash flow information
   
      
      
      
  
Interest paid
   
(6,157)    
(326)    
(946)    
(130)
Income tax paid
   
(812)    
(37)    
(33)    
(5)
 
   
      
      
      
  
Supplemental disclosure of non-cash flow information
   
      
      
      
  
Lease liabilities arising from obtaining right-of-use assets
   
2,351     
366     
1,993     
273 
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
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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.
 
(a) VIE arrangements between the Company’s PRC subsidiaries
 
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 Group’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 Group.
 
The principal terms of the agreements entered into among Shenzhen Fangdd, the nominee equity holders and Fangdd
Information are further described below.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(a) VIE arrangements between the Company’s PRC subsidiaries (continued)
 
●
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.
 
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,
(b) 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 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 equity pledges under the equity interest pledge agreement have been registered with
the local branches of the Administration for Market Regulation in accordance with the PRC Property Rights Law.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(a) VIE arrangements between the Company’s PRC subsidiaries (continued)
 
●
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 reimburse 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 terms of ten years, and the term has been extended by
supplementary agreements to November 19, 2033. The term may be extended upon Fangdd Information’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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(a) VIE arrangements between the Company’s PRC subsidiaries (continued)
 
Risks in relation to Shenzhen Fangdd structure
 
In the opinion of the Group’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 this offering 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(b) Summary financial information of the Group’s VIE and its subsidiaries
 
The following consolidated assets and liabilities information of the Group’s VIE and VIE’s subsidiaries as of December 31,
2023 and 2024, and consolidated operating results and cash flows information for the years ended December 31, 2022, 2023
and 2024, have been included in the accompanying Consolidated Financial Statements:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Cash and cash equivalents
   
25,616     
4,493 
Restricted cash
   
19,466     
9,928 
Accounts receivable, net
   
307,259     
176,529 
Amount due from related parties (Note (i))
   
549,206     
318,792 
Prepayments and other current assets
   
113,290     
81,239 
Inventories
   
12,503     
5,380 
Total current assets
   
1,027,340     
596,361 
Property, plant and equipment, net
   
4,229     
8,115 
Right-of-use assets
   
183     
785 
Equity method investments, net
   
145,696     
159,658 
Long-term equity investment, net
   
3,000     
2,000 
Total non-current assets
   
153,108     
170,558 
Total assets
   
1,180,448     
766,919 
Accounts payable
   
319,606     
98,175 
Customers’ refundable fees
   
30,657     
14,433 
Current installments of long-term loans from a related party (Note (ii))
   
1,147,000     
— 
Amounts due to related parties (Note (i))
   
167,144     
1,717,400 
Accrued expenses and other payables
   
75,630     
69,174 
Income tax payables
   
1,590     
11 
Lease liabilities
   
111     
671 
Total current liabilities
   
1,741,738     
1,899,864 
Non-current liabilities
   
      
  
Income tax payables
   
28,243     
20,746 
Lease liabilities
   
29     
130 
Long-term loans from a related party excluding current installments (Note (ii))
   
205,000     
25,000 
Total non-current liabilities
   
233,272     
45,876 
Total liabilities
   
1,975,010     
1,945,740 
 
(i)
Amounts due from and to related parties include the amounts due from and to subsidiaries other than the Group’s VIE and
VIE’s subsidiaries, which are eliminated upon consolidation.
 
(ii) Long-term loans from a related party represents entrusted loans with maturities from 3 to 5 years at annual interest rates from
0.2% to 0.5% from Fangdd Information via Bank of China and Bank of Beijing, which are eliminated upon consolidation.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(b) Summary financial information of the Group’s VIE and its subsidiaries (continued)
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Total revenue
   
239,879     
265,658     
295,144 
Net (loss)/income
   
(43,722)    
79,252     
247,402 
Net cash used in operating activities
   
(77,162)    
(22,647)    
(235,110)
Net cash (used in)/provided by investing activities
   
(8,355)    
44,568     
(36,480)
Net cash (used in)/provided by financing activities
   
(70,695)    
(72,500)    
240,929 
Net decrease in cash, cash equivalents and restricted cash
   
(156,212)    
(50,579)    
(30,661)
Cash, cash equivalents and restricted cash at the beginning of the year
   
251,873     
95,661     
45,082 
Cash, cash equivalents and restricted cash at the end of the year
   
95,661     
45,082     
14,421 
 
(c) Sales commitment arrangements
 
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 2.22) and any Sales Incentive Income (see Note 2.22) 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
Income/(Loss). The funds provided by these independent third parties or equity method investees to the Group to fulfil 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(b)) on the Consolidated Balance Sheets.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(c) Sales commitment arrangements (continued)
 
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 the year of 2022,
2023 and 2024.
 
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 income/(loss). 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
Income/(Loss) 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 nil 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 recognized nil Sales Incentive Income for the year ended December 31, 2024.
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
1.
Organization and principal activities (continued)
 
(c) Sales commitment arrangements (continued)
 
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, 2022, 2023 and 2024, the Group did not enter into any property sales contracts with real estate developers under Self-
Commitment Arrangements. 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 credit losses, 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 credit losses against the deposits is recorded when any
portion of deposits is considered not recoverable.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies
 
2.1 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”).
 
2.2 Going concern
 
The accompanying Consolidated Financial Statements have been prepared assuming that the Group 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 Group’s ability to generate cash flows from operations, and the Group’s ability to arrange adequate financing
arrangements.
 
As of December 31, 2024, the Group had an accumulated deficit of RMB4,618,595. For the year ended December 31, 2024,
the Group had cash outflows from operating activities of RMB60,370. As of December 31, 2024, the balance of cash and cash
equivalents was RMB75,351.
 
The Group has prepared a future cash flow forecasts, taken the actions of equity financing and the management is of the
opinion that the Group 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 Group 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 Group 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 Group also intends to 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 Group’s ability to raise the financing needed. The accompanying
financial statements do not include any adjustments that might be necessary should the Group 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.
 
2.3 Principle of consolidation
 
The accompanying Consolidated Financial Statements include the financial statements of the Company and its subsidiaries,
which include the Cayman-registered entities, BVI-registered entities, Hong Kong-registered entities and PRC-registered
entities directly or indirectly owned by the Company. All transactions and balances among the Company and its subsidiaries
have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the Consolidated
Statements of Operations and Comprehensive Income/(Loss) from the effective date of acquisition or up to the effective date
of disposal, as appropriate.
 
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the
Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of
votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a
statute or under an agreement among the shareholders or equity holders.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.4 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 credit losses of accounts receivable, loans receivable and other receivables,
recognition of goodwill, realization of deferred income tax assets, impairment loss for long-term equity investment and share-
based compensation. Actual results may differ materially from those estimates, and as such, differences may be material to the
Consolidated Financial Statements.
 
2.5 Business combinations and non-controlling interests
 
The Group 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 Group and equity instruments issued
by the Group. 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
non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling 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
Income/(Loss). During the measurement period, which can be up to one year from the acquisition date, the Group 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
Income/(Loss).
 
For the Group’s non-wholly owned subsidiaries, a non-controlling interest is recognized to reflect the portion of equity that is
not attributable, directly or indirectly, to the Group. Consolidated net income/(loss) in the Consolidated Statements of
Operations and Comprehensive Income/(Loss) includes net (income)/loss attributable to non-controlling interests when
applicable.
 
2.6 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 gain/(loss) in the Consolidated Statements of Operations and
Comprehensive Income/(Loss). Total foreign currency exchange differences were a gain of RMB375, a gain of RMB333 and a
loss of RMB8,419 for the years ended December 31, 2022, 2023 and 2024, 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 income/(loss) in the Consolidated Statements of Operations and Comprehensive Income/(Loss), 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.7 Convenience translation
 
Translations of certain balances in accompanying Consolidated Financial Statements from RMB into US$ as of and for the
year ended December 31, 2024 are solely for the convenience of the readers and were calculated at the rate of
US$1.00=RMB7.2993 representing the noon buying rate in The City of New York for cable transfers of RMB as certified for
customs purposes by the Federal Reserve Bank of New York on January 6, 2025. No representation is made that the RMB
amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2024, 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.
 
2.8 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.
 
2.9 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.
 
2.10 Restricted cash
 
Cash that is legally or contractually restricted as to withdrawal or for use or pledged as security is reported separately on the
face of the consolidated balance sheets. In accordance with Accounting Standards Codification (“ASC”) 230, the amounts
generally described as restricted cash and restricted cash equivalents are included in the total cash, cash equivalents and
restricted cash balances in the consolidated statements of cash flows.
 
Restricted cash represents as follows:
 
(i)
Bank balances of RMB14,639 and RMB10,548 were frozen for lawsuits undergoing with suppliers and brokerage
firms as of December 31, 2023 and 2024, respectively. Of the restricted bank balance as of December 31, 2024,
RMB34 was released in February 2025.
 
(ii) Bank balances of RMB7,527 and RMB3,585 were other miscellaneous restricted cash as of December 31, 2023 and
2024, respectively.
 
2.11 Short-term investments
 
Short-term investments include investments in wealth management products issued by certain banks which are redeemable by
the Group at any time. The wealth management products are either unsecured with variable interest rates or fixed interest rate.
The Group 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/(loss) on short-term investments
when earned in the Consolidated Statements of Operations and Comprehensive Income/(Loss). For the years ended December
31, 2022, 2023 and 2024, a gain of RMB363, a loss of RMB518 and a gain of RMB240 was recognized on short-term
investments, respectively.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.12 Accounts receivable, net
 
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 credit losses, 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 credit losses 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 RMB614,246
and RMB640,394 was provided as of December 31, 2023 and 2024, respectively. Approximately 6% of the Group’s accounts
receivable represent output VAT amounts, which are excluded from the Group’s revenues.
 
2.13 Loans receivable, net
 
Loans receivable represents loan originated or purchased by the Group (see Note 7(a)). 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 5 years. In the Consolidated
Balance Sheets, loans receivable that mature within the next twelve months from the balance sheet date are included in
“Prepayments 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, 2023 and 2024, loan receivables of RMB5,429 and nil were due from the Group’s employees,
respectively.
 
2.14 Property, plant and equipment, net
 
Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Property, plant and
equipment are depreciated 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. The estimated useful lives are as follows:
 
Category
 
Estimated
useful lives
Buildings
 
20 years
Properties held for lease
 
20 years
Leasehold improvements
 
2-3 years
Furniture, office equipment
 
3-5 years
Motor vehicles
 
3-4 years
 
Properties held for lease are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets. Maintenance, repairs and minor renewals are charged directly to expenses
as incurred. Major additions and improvements to the real estate properties held for lease are capitalized. Leasehold
improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter.
Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends
the useful lives are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by
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removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated
Statements of Operations and Comprehensive Income/(Loss).
 
2.15 Intangible assets, net
 
Intangible assets mainly include purchased intangible assets. Purchased intangible assets are initially recognized and measured
at cost upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over
their estimated useful lives based upon the usage of the asset, which is approximated using a straight-line method as follows:
 
Category
 
Estimated
useful lives
Software
 
2-10 years
Membership
 
10 years
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.16 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 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 9). There was no such goodwill impairment during the year ended December 31, 2024.
 
2.17 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 Income/(Loss).
 
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 years ended December 31, 2022, 2023 and 2024, the Group recognized an impairment loss of RMB62,623,
RMB15,279, and RMB4,029 for equity method investments, respectively.
 
2.18 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. During the years ended December 31,
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2022, 2023 and 2024, the Group recognized an impairment loss of RMB8,000, RMB3,000 and RMB1,000 for long-term equity
investment, respectively.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.19 Impairment loss of non-current assets
 
Property, plant and equipment 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 assets 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. During
the year ended December 31, 2022, the Group recognized an impairment loss of RMB7,642 for non-current assets. No
impairment loss of non-current assets was recognized for the years ended December 31, 2023 and 2024.
 
2.20 Value-added taxes
 
The Group’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.
 
2.21 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.
 
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, accounts payable, customers’ refundable fees, accrued expenses and other
payables. As of December 31, 2023 and 2024, the carrying values of these financial instruments approximated to their fair
values due to the short-term maturity of these instruments.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.22 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 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.
 
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 13) on the Consolidated Balance Sheets.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.22 Revenue (continued)
 
Commission income (continued)
 
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(c). 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 year ended December
31, 2022, the Group recognized franchise income of RMB773. No franchise income was recognized for the years ended
December 31, 2023 and 2024.
 
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 consist 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 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.23 Cost of revenue
 
Cost of revenue primarily consists of agents’ commission, promotion and operational expenses, and salaries and benefits
expenses that incurred for properties transactions.
 
2.24 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.
 
2.25 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.
 
2.26 General and administrative expenses
 
General and administrative expenses mainly consist of provision of credit losses, payroll and related staff costs for corporate
functions, professional service fees, as well as other general corporate expenses such as rental expenses and depreciation
expenses for offices and equipment that are used by the corporate functions of the Group.
 
2.27 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
Group’s Consolidated Statements of Operations and Comprehensive Income/(Loss).
 
2.28 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 Group 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 Group’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 Group’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 Group’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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.29 Employee benefits
 
The Group’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 Income/(Loss) amounted to RMB15,607,
RMB8,130 and RMB8,242 for the years ended December 31, 2022, 2023 and 2024, respectively.
 
2.30 Income tax
 
Income tax is 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 Group 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 Group’s experience with operating loss and tax credit
carryforwards, if any, not expiring.
 
The Group 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 Group records interest
related to unrecognized tax benefits in income tax expense and penalties in general and administrative expenses.
 
2.31 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. An operating lease 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.31 Leases (continued)
 
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.
 
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 Group elected to measure the lease liability by combining the lease and non-lease components as
a single lease component. As such, the Group 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 operating lease
right-of-use assets or operating 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 Income/(Loss).
 
All of the Group’s leases are classified as operating leases and primarily consist of real estate leases for corporate offices. The
Group’s lease agreements do not contain any residual value guarantees, restrictions or covenants.
 
2.32 Net income/(loss) per share
 
Basic net income/(loss) per share is computed by dividing net income 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 have 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 net income/(loss) per share is calculated by dividing net income 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
2. 
Summary of significant accounting policies (continued)
 
2.33 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.
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Category of Revenue:
 
 
   
 
   
 
 
Base commission from transactions
   
201,907     
269,640     
320,757 
Innovation initiatives and other value-added services
   
44,041     
15,317     
18,347 
 
   
245,948     
284,957     
339,104 
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Timing of Revenue Recognition:
 
 
   
 
   
 
 
Services transferred at a point in time
   
214,258     
272,207     
330,254 
Services transferred over time
   
14,477     
6,898     
7,050 
Goods transferred at a point in time
   
17,213     
5,852     
1,800 
 
   
245,948     
284,957     
339,104 
 
2.34 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, 2022, 2023 and 2024, 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.
 
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Fangdd Network Group Ltd. 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 
(All amounts in thousands, except for share and per share data)
 
2.
Summary of significant accounting policies (continued)
 
2.35 Recent accounting pronouncements
 
In October  2023, the FASB issued ASU  2023-06, Disclosure Improvements  —  Codification Amendments in Response to
SEC’s Disclosure Update and Simplification Initiative which amend the disclosure or presentation requirements of codification
subtopic 230-10 Statement of Cash Flows — Overall, 250-10 Accounting Changes and Error Corrections — Overall, 260-10
Earnings Per Share  —  Overall,  270-10 Interim Reporting  —  Overall, 440-10 Commitments  —  Overall,  470-10
Debt  —  Overall,  505-10 Equity  —  Overall,  815-10 Derivatives and Hedging  —  Overall,  860-30 Transfers and
Servicing  —  Secured Borrowing and Collateral, 932-235 Extractive Activities  —  Oil and Gas  —  Notes to Financial
Statements,  946-20 Financial Services  —  Investment Companies  —  Investment Company Activities, and  974-10 Real
Estate — Real Estate Investment Trusts — Overall. The amendments represent changes to clarify or improve disclosure and
presentation requirements of the above subtopics. Many of the amendments allow users to more easily compare entities subject
to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the
amendments align the requirements in the codification with the SEC’s regulations. For entities subject to existing SEC
disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual
transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X
or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from
the date of the SEC’s removal.
 
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-
40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at
enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions.
Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee
compensation; depreciation; amortization, and other material components. The disaggregated information can be presented
either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is
effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is
permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a
material impact. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03  (on
disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to
adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual
reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.
 
In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this
update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures
by requiring (1)  adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with
U.S. Securities and Exchange Commission (the “SEC”) Regulation S-X 210.4-08(h), Rules of General Application — General
Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial
or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after
December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning
after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made
available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is
permitted. The Company does not plan to early adopt ASU 2023-09 and is evaluating the impact of adoption of ASU 2023-09
on the consolidated financial statements.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
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
year ended December 31, 2022.
 
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 since 2023. For the year ended
December 31, 2023, the actions above 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.
 
For the year ended December, 31, 2024, only one good credit developer from whom revenue contributed more than 10% of the
total revenue of the Group with the percentage to be 34%.
 
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, 2022, 2023 and 2024, 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.
 
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(c)). 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 gives internal ratings to financial instruments based on
their credit quality and risk characteristics. 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:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
RMB denominated bank deposits with:
 
    
  
Financial Institutions in the PRC
   
58,395     
22,355 
HKD denominated bank deposits with:
   
      
  
Financial Institutions in the Hong Kong
   
628     
319 
U.S. dollar denominated bank deposits with:
   
      
  
Financial Institutions in the Hong Kong
   
74,552     
46,128 
Financial Institutions in the PRC
   
10,324     
20,682 
Total
   
143,899     
89,484 
 
The bank deposits with financial institutions in the PRC are insured by the government authority for up to RMB500. The bank
deposits with financial institutions in Hong Kong are insured by the government authority for up to HK$500. The Group 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 Group primarily places bank deposits with large financial
institutions in the PRC and Hong Kong.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
3.
Concentration and risk (continued)
 
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.
 
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, 2023
 
 
 
Level 1
   
Level 2
   
Level 3
    Balance at  
 
 
Inputs
   
Inputs
   
Inputs
    Fair Value  
 
 
RMB
   
RMB
   
RMB
   
RMB
 
Assets
 
    
    
    
  
Short-term investments
 
    
    
    
  
-Wealth management products
   
—     
15,312     
—     
15,312 
Total Assets
   
—     
15,312     
—     
15,312 
 
December 31, 2024
 
 
 
Level 1
   
Level 2
   
Level 3
    Balance at  
 
 
Inputs
   
Inputs
   
Inputs
    Fair Value  
 
 
RMB
   
RMB
   
RMB
   
RMB
 
Assets
 
    
    
    
  
Short-term investments
 
    
    
    
  
-Wealth management products
   
—     
113,632     
—     
113,632 
Total Assets
   
—     
113,632     
—     
113,632 
 
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. For the years ended December 31, 2022, 2023 and 2024, a gain of RMB363, a loss of RMB518 and a gain of
RMB240 was recognized on short-term investments, respectively.
 
There have no transfers between level 1, level 2 and level 3 categories.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
5.
Lease
 
The following table presents balances reported in the Consolidated Balance Sheets related to the Group’s leases:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Right-of-use assets
   
183     
1,413 
Lease liabilities
   
140     
1,462 
 
The following table presents operating lease cost reported in the Consolidated Statements of Operations and Comprehensive
Income/(Loss) related to the Group’s leases:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Operating lease cost
   
1,170     
1,153 
Short-term lease cost
   
4,691     
1,314 
Total
   
5,861     
2,467 
 
The following table reconciles the undiscounted cash flows of the Group’s leases as of December 31, 2023 and 2024 to the
present value of its operating lease payments:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
2024
   
114     
— 
2025
   
19     
1,354 
2026
   
10     
131 
Total undiscounted operating lease payments
   
143     
1,485 
Less: imputed interest
   
(3)    
(23)
Present value of operating lease liabilities
   
140     
1,462 
 
As of December 31, 2024, the weighted-average remaining lease term on these leases is approximately 0.89 years and the
weighted-average discount rate used to measure the lease liabilities is approximately 3.39%. For the year ended December 31,
2024, the operating lease cost was RMB1,153, including the amortization expenses of right-of-use assets RMB1,109 and the
interest expenses of lease liabilities RMB44.
 
6.
Accounts receivable, net
 
Accounts receivable, net consist of the following:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Accounts receivable from real estate developers
   
927,973     
836,435 
Accounts receivable from individual customers
   
911     
— 
 
   
928,884     
836,435 
Less: allowance for credit losses
   
(614,246)    
(640,394)
Accounts receivable, net
   
314,638     
196,041 
 
No accounts receivable was pledged as of December 31, 2023 and 2024.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
6.
Accounts receivable, net (continued)
 
The following table presents the movement of allowance for credit losses for the years ended December 31, 2022, 2023 and
2024:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
710,168     
557,073     
614,246 
(Reversal)/provision for the year
   
(82,825)    
57,423     
52,994 
Receivables written off for the year
   
(70,270)    
(250)    
(26,846)
Balance at the end of the year
   
557,073     
614,246     
640,394 
 
The provision of credit losses was included in general and administrative expenses.
 
7.
Prepayments and other assets, net
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Loans receivable, net (Note (a))
   
8,877     
668 
Security deposits with real estate developers, net (Note(b))
   
19,345     
21,905 
Rental and other deposits, net (Note (c))
   
3,836     
4,113 
Other receivables, net (Note (d))
   
94,667     
117,395 
Prepayments and other assets, net
   
126,725     
144,081 
Current Portion
   
126,725     
144,081 
Total prepayments and other assets, net
   
126,725     
144,081 
 
(a) Loans receivable, net
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Secured loans
   
6,719     
— 
Unsecured loans
   
6,924     
675 
 
   
13,643     
675 
Less: allowance for credit losses
   
(4,766)    
(7)
Loans receivable, net
   
8,877     
668 
Current Portion
   
8,877     
668 
Total loans receivable, net
   
8,877     
668 
 
As of December 31, 2023 and 2024, 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
of 6.5% to 13.2% per annum.
 
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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 (continued)
 
(a) Loans receivable, net (continued)
 
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 RMB6,719 and nil on the Consolidated
Balance Sheets as of December 31, 2023 and 2024, with an allowance for credit losses of loans receivable of RMB3,268 and
nil, respectively.
 
The following table sets forth the movement in the allowance for credit losses of loans receivable for the years ended
December 31, 2022, 2023 and 2024:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
31,694     
7,644     
4,766 
(Reversal)/provision for the year
   
(20,179)    
1,702     
7 
Receivables written off for the year
   
(3,871)    
(4,580)    
(4,766)
Balance at the end of the year
   
7,644     
4,766     
7 
 
The allowance for credit losses of loans receivable 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 portfolio of the loans receivable is typically of smaller balance homogenous loans and is
collectively evaluated for impairment. In estimating the allowance for credit losses 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, 2023 and 2024:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
1-29 days past due
   
2,847     
— 
Over 30 days past due
   
10,796     
— 
Total past due
   
13,643     
— 
Current
   
—     
675 
Total loans
   
13,643     
675 
 
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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 (continued)
 
(b) Security deposits with real estate developers, net
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Security deposits with real estate developers under Exclusive Sales Contract
 
    
  
- Without Sales Commitment Arrangement
   
90,623     
53,940 
 
   
90,623     
53,940 
Less: Allowance for credit losses
   
(71,278)    
(32,035)
Security deposits with real estate developers, net
   
19,345     
21,905 
 
An allowance for credit losses of RMB71,278 and RMB32,035 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
and 2024, respectively.
 
The following table sets forth the movement in the allowance for credit losses of security deposits with real estate developers
for the years ended December 31, 2022, 2023 and 2024:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
60,975     
71,173     
71,278 
Provision for the year
   
10,380     
105     
472 
Receivables written off for the year
   
(182)    
—     
(39,715)
Balance at the end of the year
   
71,173     
71,278     
32,035 
 
(c) Rental and other deposits, net
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Rental and other deposits
   
7,795     
8,072 
Less: Allowance for credit losses
   
(3,959)    
(3,959)
Rental and other deposits, net
   
3,836     
4,113 
 
An allowance of credit losses of RMB3,959 was mainly recognized against rental and other deposits which were considered
not recoverable as of both December 31, 2023 and 2024.
 
The following table sets forth the movement in the allowance for credit losses of rental and other deposits for the years ended
December 31, 2022, 2023 and 2024:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
12,395     
3,984     
3,959 
Receivables written off for the year
   
(8,411)    
(25)    
— 
Balance at the end of the year
   
3,984     
3,959     
3,959 
 
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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 (continued)
 
(d) Other receivables, net
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Other receivables
   
94,667     
137,811 
Less: Allowance for credit losses
   
—     
(20,416)
Other receivables, net
   
94,667     
117,395 
 
The following table sets forth the movement in the allowance for other receivables for the years ended December 31, 2022,
2023 and 2024:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
—     
—     
— 
Provision for the year
   
—     
142,060     
24,724 
Receivables written off for the year
   
—     
(142,060)    
(4,308)
Balance at the end of the year
   
—     
—     
20,416 
 
8.
Property, plant and equipment, net
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Buildings
   
1,158     
13,084 
Leasehold improvements
   
46,310     
46,310 
Furniture and office equipment
   
2,547     
2,439 
Motor vehicles
   
1,357     
1,133 
Properties held for lease
   
3,587     
2,890 
Total Property, plant and equipment
   
54,959     
65,856 
Less: Accumulated depreciation
   
(50,801)    
(50,464)
Total Property, plant and equipment, net
   
4,158     
15,392 
 
Depreciation expenses were RMB2,744, RMB697 and RMB463 for the years ended December 31, 2022, 2023 and 2024,
respectively.
 
9.
Goodwill, net
 
 
 
Amount
 
 
 
RMB
 
Balance as of December 31, 2022
   
454 
Impairment loss (Note (a))
   
(454)
Balance as of December 31, 2023 and 2024
   
— 
 
(a) In March 2022, the Group acquired a 78% equity interest in Beijing Tuqiang Yunxia Technology Limited (“Tuqiang”). The
excess of total consideration over net assets was recorded as goodwill which amounted to RMB454 at the acquisition date.
Tuqiang business was ceased during the year ended December 31, 2023 and the related goodwill was fully impaired.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
10. Equity method investment, net
 
 
 
Amount
 
 
 
RMB
 
Balance as of December 31, 2021
   
257,122 
Additions
   
33,154 
Share of results
   
(2,020)
Return of capital
   
(19,547)
Impairment losses
   
(62,623)
Balance as of December 31, 2022
   
206,086 
Share of results
   
442 
Return of capital
   
(45,553)
Impairment losses
   
(15,279)
Balance as of December 31, 2023
   
145,696 
Additions
   
21,290 
Share of results
   
(196)
Impairment losses
   
(4,029)
Balance as of December 31, 2024
   
162,761 
 
During the years ended December 31, 2022, 2023 and 2024, 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(c), 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.
 
During the years ended December 31, 2022, 2023 and the 2024, 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(c). 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
10. Equity method investment, net (continued)
 
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(c), 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.
 
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, 2023 and 2024 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.
 
 
 
Aggregated
carrying
amount
(before
impairment
loss) of the
limited
partnerships   
Maximum
amount of
additional
capital
commitment
(Note 22)    
Maximum
exposures to
the
losses of the
limited
partnerships 
 
 
RMB
   
RMB
   
RMB
 
Balance as of December 31, 2023
   
410,928     
278,012     
688,940 
Balance as of December 31, 2024
   
357,439     
278,012     
635,451 
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
10. Equity method investment, net (continued)
 
Impairment loss
 
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, 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, and of RMB4,029 to
the investment in Jiuchuan during the year ended December 31, 2024.
 
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(c). The Group’s
effective interests to the limited partnerships as of December 31, 2023 and 2024 are as below:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
Name of the limited partnerships
 
 
   
 
 
Gefei Chengyun
   
20%   
20%
Ningbo Meishan Jiushen Investment Limited Partnership (“Jiushen”)
   
12%   
12%
Jiuchuan
   
10%   
10%
Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshu Tianye”)
   
26%   
26%
Yunde
   
20%   
20%
Ningbo Meishan Deyan Investment Limited Partnership (“Deyan”)
   
20%   
20%
Ningbo Meishan Detong Investment Limited Partnership (“Detong”)
   
40%   
40%
Ningbo Meishan Derong Investment Limited Partnership (“Derong”)
   
37%   
37%
Jiushi
   
40%   
40%
Ningbo Meishan Qixing Management Limited Partnership (“Qixing”)
   
15.7%   
—*
Jiaxinda
   
10%   
10%
Shanghai Fangjin Management Limited Partnership (“Fangjin”)
   
—*    
— 
Muju
   
—*    
— 
Ningbo Chunyu Management Limited Partnership (“Chunyu”)
   
—     
89.95%**
 
   
      
  
Name of other equity method investees
   
      
  
Shenzhen Chenji Zhaozhao Technology Co., Ltd. (“Chenji Zhaozhao”)
   
—*    
— 
Shanghai Tinghaozhu Space Design Co., Ltd. (“Tinghaozhu Space”)
   
—*    
— 
Suzhou Tinghaozhu Technology Co., Ltd. (“Suzhou Tinghaozhu”)
   
—     
30%***
Shanghai Nuancheng Network Technology Co., Ltd. (“Shanghai Nuancheng”)
   
—     
30%***
Shenzhen Duoduo Robot Technology Co., Ltd. (“Duoduo Robot”)
   
—     
32%***
Shenzhen Fangdd Technology Environmental Engineering Co., Ltd. (“Shenzhen Technology”)    
—     
32%***
Shanghai Fangdd Environmental Technology Development Co., Ltd. (“Shanghai Technology”)   
—     
32%***
Shenzhen Duoduoyijie Intelligent Technology Co., Ltd. (“Duoduoyijie”)
   
—     
16%***
 
*
During the year ended December 31, 2023, the Group fully disposed its equity interests in Fangjin, Muju, Chenji Zhaozhao
and Tinghaozhu Space through share transfer and company deregistration. During the year ended December 31, 2024, the
Group fully disposed its equity interests in Qixing through company deregistration.
 
**
The Group invested in Chunyu during the year ended December 31, 2024. The Group does not have controlling financial
interests over the investee, but has ability to exercise significant influence over its financial and operating policies accounting
for 89.95% of its total equity.
 
***
The Group also invested in Suzhou Tinghaozhu, Shanghai Nuancheng and Duoduo Robot during the year ended December
31, 2024. The Group does not have controlling financial interests over these investees, but has ability to exercise significant
influence over their financial and operating policies accounting for 30%, 30% and 32% of their total equity, respectively.
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Shenzhen Technology and Shanghai Technology are wholly-owned subsidiaries of Duoduo Robot. Duoduoyijie is also a
subsidiary of Duoduo Robot, in which Duoduo Robot has 51% equity interests.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
10. Equity method investment, net (continued)
 
Impairment loss (continued)
 
During the year ended December 31, 2022, 2023 and 2024, the Group made additional investments into these limited
partnerships and received return of capital from these limited partnerships, details of which are summarized below:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
Name of the Limited Partnership
 
Capital
Investments   
Return
of
Capital    
Capital
Investments   
Return
of
Capital    
Capital
Investments   
Return
of
Capital  
 
 
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
Jiushen
   
6,350      (18,500)    
—     
(9,850)    
—     
— 
Longshu Tianye
   
—     
—     
—     
(663)    
—     
— 
Jiuzhen
   
—     
(414)    
—     
—     
—     
— 
Deyan
   
—     
—     
—     
(200)    
—     
— 
Derong
   
—     
(1)    
—     
—     
—     
— 
Jiushi
   
—     
—     
—      (32,650)    
—     
— 
Fangjin
   
—     
(234)    
—     
—     
—     
— 
Muju
   
23,814     
(398)    
—     
—     
—     
— 
Chunyu
   
—     
—     
—     
—     
17,990     
— 
 
   
      
      
      
      
      
  
Name of other equity method investees
   
      
      
      
      
      
  
Chenji Zhaozhao
   
2,190     
—     
—     
(2,190)    
—     
— 
Tinghaozhu Space
   
800     
—     
—     
—     
—     
— 
Suzhou Tinghaozhu
   
—     
—     
—     
—     
150     
— 
Shanghai Nuancheng
   
—     
—     
—     
—     
150     
— 
Duoduo Robot
   
—     
—     
—     
—     
3,000     
— 
Total
   
33,154      (19,547)    
—      (45,553)    
21,290     
— 
 
Summary of combined unaudited financial information for these equity method investees as of December 31, 2023 and 2024
and for the years ended December 31, 2022, 2023 and 2024 are presented below:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Balance sheet data:
 
    
  
Current assets
   
522,025     
432,605 
Non-current assets
   
78,290     
97,253 
Total assets
   
600,315     
529,858 
 
   
      
  
Current liabilities
   
72,210     
63,280 
Total liabilities
   
72,210     
63,280 
 
   
      
  
Shareholders’ equity
   
528,105     
466,578 
Total liabilities and shareholders’ equity
   
600,315     
529,858 
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Operating data:
 
    
    
  
Revenue
   
5,569     
13     
244 
Operating (loss)/income
   
(14,412)    
1,188     
(13,746)
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Net (loss)/income
   
(14,093)    
1,448     
(13,516)
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
11. Long-term equity investment, net
 
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 principal 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 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 Income/(Loss) 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 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 Income/(Loss) 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 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 Income/(Loss) for the year ended December 31, 2022, with the estimated fair value determined by
management.
 
In 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 Income/(Loss) for the year ended December 31, 2023, with the estimated fair value determined by
management.
 
In 2024, the Group determined a further decline in the value of the equity investments in Haofangtong was other-than-
temporary and an impairment loss of RMB1,000 was recorded in the Consolidated Statements of Operations and
Comprehensive Income/(Loss) for the year ended December 31, 2024, with the estimated fair value determined by
management.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
12. Short-term bank borrowings
 
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.
 
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 10) and real estate owned by Suzhou Chaxiaobai Culture & Media Co., Ltd. (“Suzhou Chaxiaobai”). The
spouse of a shareholder of the Company is the controlling shareholder of Suzhou Chaxiaobai. The loans of RMB42,500 from
Zhejiang Chouzhou Commercial Bank borrowed in 2022 were fully repaid in January 2023.
 
13. Customers’ refundable fees
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
30,997     
30,747     
31,554 
Cash received from customers
   
42,298     
9,586     
19,598 
Cash refunded to customers
   
(46,554)    
(4,584)    
(3,579)
Revenue recognized/(reversed)
   
4,006     
(4,195)    
(31,694)
Balance at the end of the year
   
30,747     
31,554     
15,879 
 
Customers’ refundable fees represent the commission income received in advance (see Note 2.22).
 
14. Accrued expenses and other payables
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Accrual for salary and bonus
   
7,770     
6,404 
Other taxes and surcharge payable
   
45,472     
37,983 
Amounts due to franchisees (Note (a))
   
218     
171 
Professional service fee
   
2,177     
8,260 
Amounts due to third parties under collaborative agreements (Note (b))
   
29,652     
25,254 
Accrued expenses
   
6,723     
8,394 
Receipt in advance
   
8,532     
7,599 
Others
   
12,533     
10,530 
Accrued expenses and other payables
   
113,077     
104,595 
 
(a) 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, 2023
and 2024 represent the commission received on behalf of the real estate agency companies and guarantee deposits.
 
(b) The amount represents funds provided by third parties under Collaborative Agreements (see Note 1(c)) for the parking space
sales projects.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
15. 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 of December 31,
2023 and 2024, 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.
 
Income/(loss) before provision for income taxes is attributable to the following geographic locations for the years ended
December 31, 2022, 2023 and 2024:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Cayman
   
(156,373)    
(10,675)    
(27,933)
Hong Kong SAR
   
(4,539)    
(5,917)    
(8,535)
BVI
   
(12)    
(1)    
(45)
PRC, excluding Hong Kong SAR
   
(71,177)    
(78,400)    
57,161 
Total
   
(232,101)    
(94,993)    
20,648 
 
The Group had minimal current income tax expense for the years ended December 31, 2022, 2023 and 2024, as most of the
companies in the Group either made a loss or had tax loss carried forward to net against taxable income in the respective years.
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
15. Taxation (continued)
 
(a) Income tax (continued)
 
Income tax expense/(benefit) consists of the following:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Current income tax expense/(benefit)
   
7,487     
(1,889)    
(7,655)
Total income tax expense/(benefit)
   
7,487     
(1,889)    
(7,655)
 
The actual income tax expense/(benefit) reported in the Consolidated Statements of Operations and Comprehensive
Income/(Loss) for each of years ended December 31, 2022, 2023 and 2024 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
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Income before income tax
   
(232,101)    
(94,993)    
20,648 
 
   
      
      
  
Income tax expense/(benefit) computed at PRC statutory tax rate
   
(58,025)    
(23,748)    
5,162 
Tax effects of:
   
      
      
  
-Effect of preferential tax rate (Note (i))
   
(6,364)    
—     
— 
-Tax rate differential not subject to PRC income tax
   
39,482     
3,172     
2,145 
-Non-deductible expense
   
44,424     
14,424     
205 
-Change in valuation allowance
   
59,700     
6,339     
(7,568)
-Additional deduction for research and development expenses
   
(981)    
—     
— 
-Tax-exempted income
   
(92)    
—     
— 
-Late payment surcharge on uncertain tax position
   
2,197     
(2,118)    
(7,937)
-Others (Note (ii))
   
(72,854)    
42     
338 
Total income tax expense/(benefit)
   
7,487     
(1,889)    
(7,655)
 
(i)
Shenzhen Fangdd was qualified as a HNTE and enjoyed a preferential income tax rate of 15% from 2014 to 2022.
 
(ii) For the year ended December 31, 2022, 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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
15. Taxation (continued)
 
(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, 2023
and 2024 are as follows:
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Net operating loss carrying forward
   
108,064     
131,486 
Allowance for credit losses
   
218,645     
247,404 
Payroll and accrued expenses
   
4,157     
7,750 
Deductible advertisement expenses
   
6,190     
881 
Long-term equity investment impairment
   
79,558     
62,945 
Intangible assets (Note (i))
   
24,490     
20,949 
Accounts payable write-off benefit
   
(50,383)    
(88,262)
Gross deferred tax assets
   
390,721     
383,153 
Less: Valuation allowance
   
(390,721)    
(383,153)
Net deferred tax assets
   
—     
— 
 
(i)
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 in 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
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
(324,682)    
(384,382)    
(390,721)
Changes of valuation allowances
   
(59,700)    
(6,339)    
7,568 
Balance at the end of the year
   
(384,382)    
(390,721)    
(383,153)
 
As of December 31, 2024, the valuation allowance of RMB383,153 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 RMB517,215 as of December 31,
2024, of which RMB13,277, RMB233,966, RMB112,748, RMB105,349 and RMB51,876 will expire if unused by December
31, 2025, 2026, 2027, 2028 and 2029, respectively.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
15. Taxation (continued)
 
(b) Deferred tax assets and liabilities (continued)
 
A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31,
2022, 2023 2024 is as follows:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Balance at the beginning of the year
   
(28,575)    
(30,772)    
(28,654)
Additions
   
(2,197)    
2,118     
7,478 
Balance at the end of the year
   
(30,772)    
(28,654)    
(21,176)
 
As of December 31, 2023 and 2024, RMB28,654 and RMB21,176 of unrecognized tax benefits are related to uncertainty with
regards to the deductibility of certain business expenses incurred as well as recognition of certain income for tax purpose,
respectively. Those, if recognized, would affect the effective tax rate. The unrecognized tax benefits as of December 31, 2023
and 2024 were included in other non-current liabilities. The Group 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 Comprehensive Income/(Loss) 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.
 
16. 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:
 
 
 
Series A-2
Preferred
Shares
   
Series B
Preferred
Shares
   
Series C
Preferred
Shares
   
Total
 
 
 
RMB
   
RMB
   
RMB
   
RMB
 
Balance as of January 1, 2019
   
102,743     
446,889     
2,193,512     
2,743,144 
Redemption value accretion
   
3,041     
15,642     
97,625     
116,308 
Foreign currency translation adjustment
   
2,747     
11,870     
59,017     
73,634 
Conversion of Redeemable Convertible Preferred Shares to Class A
Ordinary Shares
   
(108,531)    
(474,401)     (2,350,154)     (2,933,086)
Balance as of December 31, 2019, 2020, 2021, 2022, 2023 and
2024
   
—     
—     
—     
— 
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
16. Redeemable convertible preferred shares (continued)
 
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.
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
16. Redeemable convertible preferred shares (continued)
 
Redemption rights (continued)
 
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 the
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.
 
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.
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
17. Ordinary shares and Series A-1 convertible preferred
 
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 the 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).
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
17. Ordinary shares and Series A-1 convertible preferred (continued)
 
Ordinary shares (continued)
 
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 offered and issued for cashless 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.
 
On August 12, 2024, the Company effected a share consolidation to consolidate every 5,625 ordinary shares of a par value
US$0.0000001 per share into one ordinary share of a par value US$0.0005625 per share (the “Share Consolidation”). The
Share Consolidation, along with other related matters, was approved by the shareholders at an extraordinary general meeting
held on July 11, 2024. No fractional shares were issued in connection with the Share Consolidation, and all fractional shares
were rounded up to the nearest whole number. The Share Consolidation changed the ratio of the ADSs (previously
representing our Class A ordinary shares) to the Class A ordinary shares from one ADS representing 5,625 Class A ordinary
shares of a par value US$0.0000001 per share, to one ADS representing one Class A ordinary share of a par value
US$0.0005625 per share.
 
On September 30, 2024, the Company implemented a substitution listing, whereby all ADSs were exchanged into the
Company’s Class A ordinary shares on a mandatory basis. After the mandatory exchange, ADSs that previously represented the
Class A ordinary shares ceased to be listed on The Nasdaq Capital Market, or Nasdaq, and the underlying Class A ordinary
shares began trading on Nasdaq under the same symbol “DUO.”
 
On October 1, 2024, the Company entered into a securities purchase agreement with certain investors relating to the sale of
1,612,902 Class A ordinary shares, par value US$0.0005625 per share, at a negotiated price of US$1.55 per Class A ordinary
share.
 
From October 2 to October 4, 2024, the Company issued 2,288,558 Class A ordinary shares at an exercise price of
US$2.22546 per Class A ordinary share, upon exercise of certain regular warrants issued on July 19, 2023.
 
On October 7, 2024, the Company entered into a securities purchase agreement with certain investors relating to sale of
2,464,000 Class A ordinary shares, par value US$0.0005625 per share, at a negotiated price of US$1.60 per Class A ordinary
share. The Company also offered pre-funded warrants, or the Pre-Funded Warrants, in lieu of Class A ordinary shares, to
purchase up to 661,232 Class A ordinary shares to certain investors. Each Pre-Funded Warrant is exercisable for one Class A
ordinary share and has an exercise price of US$0.0005625 per share. The purchase price per Pre-Funded Warrant is
US$1.5994375. Each Pre-Funded Warrant will be exercisable immediately upon issuance and will expire when exercised in
full.
 
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From October 7 to October 8, 2024, the Company issued 661,232 Class A ordinary shares at an exercise price of
US$0.0005625 per Class A ordinary share, upon exercise of pre-funded warrants issued on October 7, 2024.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
17. Ordinary shares and Series A-1 convertible preferred (continued)
 
Ordinary shares (continued)
 
On October 10, 2024, the Company issued 3,901 Class C ordinary shares to ZX INTERNATIONAL LTD, a company
controlled by Mr. Xi Zeng, at a per share purchase price of US$2.53.
 
On October 11, 2024, the Company entered into a securities purchase agreement with certain investors relating to the sale of
3,181,044 Class A ordinary shares, par value US$0.0005625 per share, at a negotiated price of US$0.88 per Class A ordinary
share. The Company also offered pre-funded warrants, or the Pre-Funded Warrants, in lieu of Class A ordinary shares, to
purchase up to 1,933,828 Class A ordinary shares to certain investors. Each Pre-Funded Warrant is exercisable for one Class A
ordinary share and has an exercise price of US$0.0005625 per share. The purchase price per Pre-Funded Warrant is
US$0.8794375. Each Pre-Funded Warrant will be exercisable immediately upon issuance and will expire when exercised in
full.
 
From October 11 to October 15, 2024, the Company issued 1,933,828 Class A ordinary shares, at an exercise price of
US$0.005625 per Class A ordinary share, upon exercise of pre-funded warrants issued on October 11, 2024.
 
On November 8, 2024, the Company entered into a securities purchase agreement with certain investors relating to the sale of
4,623,266 Class A ordinary shares, par value US$0.0005625 per share, at a negotiated price of US$0.70 per Class A ordinary
share. The Company also offered pre-funded warrants, or the Pre-Funded Warrants, in lieu of Class A ordinary shares, to
purchase up to 2,521,616 Class A ordinary shares to certain investors. Each Pre-Funded Warrant is exercisable for one Class A
ordinary share and has an exercise price of US$0.0005625 per share. The purchase price per Pre-Funded Warrant is
US$0.6994375. Each Pre-Funded Warrant will be exercisable immediately upon issuance and will expire when exercised in
full.
 
From November 12 to November 15, 2024, the Company issued 2,521,616 Class A ordinary shares, at an exercise price of
US$0.0005625 per Class A ordinary share, upon exercise of pre-funded warrants issued on November 8, 2024.
 
On December 10, 2024, the Company entered into a securities purchase agreement with certain investors relating to the sale of
6,092,446 Class A ordinary shares, par value US$0.0005625 per share, at a negotiated price of US$0.70 per Class A ordinary
share. The Company also offered pre-funded warrants, or the Pre-Funded Warrants, in lieu of Class A ordinary shares, to
purchase up to 3,910,696 Class A ordinary shares to certain investors. Each Pre-Funded Warrant is exercisable for one Class A
ordinary share and has an exercise price of US$0.0005625 per share. The purchase price per Pre-Funded Warrant is
US$0.6994375. Each Pre-Funded Warrant will be exercisable immediately upon issuance and will expire when exercised in
full.
 
On December 10, 2024, the Company issued 3,910,696 Class A ordinary shares, at an exercise price of US$0.0005625 per
Class A ordinary share, upon exercise of pre-funded warrants issued on December 10, 2024.
 
On December 12, 2024, the Company issued 10,000 Class C ordinary shares to ZX INTERNATIONAL LTD, a company
controlled by Mr. Xi Zeng, at a per share purchase price of US$0.88.
 
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 16.
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
18. 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 under the 2018 Plan, as amended, shall be 63,381 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, 2022, 2023 and 2024:
 
 
 
Number of
shares*
   
Weighted
average
exercise
price*
   
Weighted
average
remaining
contractual
term (in years)   
Weighted
average
grant date
fair value*  
 
 
 
   
US$
   
 
   
US$
 
Outstanding as of January 1, 2022
   
23,139      0.0005625     
4.02     
2,475.00 
-Exercised
   
(8,784)     0.0005625     
      
  
-Forfeited
   
(1,176)     0.0005625     
      
  
Outstanding as of December 31, 2022
   
13,179      0.0005625     
2.69     
3,318.75 
-Exercised
   
(988)     0.0005625     
      
  
-Forfeited
   
(509)     0.0005625     
      
  
Outstanding as of December 31, 2023
   
11,682      0.0005625     
1.85     
2,925.00 
-Exercised
   
(89)     0.0005625     
      
  
-Forfeited
   
(16)     0.0005625     
      
  
Outstanding as of December 31, 2024
   
11,577      0.0005625     
1.21     
2,899.69 
Exercisable as of December 31, 2024
   
11,577      0.0005625     
1.21     
2,899.69 
 
*
Retrospectively restated to reflect the Share Consolidation.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
18. Share-based compensation (continued)
 
Options granted to Grantees were measured at fair value on the dates of grant using the Binomial Option Pricing Model with
the following assumptions:
 
 
 
2019
   
2021
 
Expected volatility
   
60%   
48.56%
Risk-free interest rate (per annum)
   
2.8%   
1.25%
Exercise multiple
   
2.2%   
2.2%
Expected dividend yield
   
0%   
0%
Contractual term (in years)
   
5     
5 
 
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, 2022, 2023 and 2024, the Group recognized RMB16,724, RMB105 and RMB18 share-
based compensation expenses relating to the 2018 Plan.
 
On April 28, 2020, the Group 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 Group determined that the agreements between the Group 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, 2024, all compensation expense related to non-vested share options has been recognized.
 
19. Revenue information
 
Revenue consists of the following:
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Base commission from transactions
   
201,907     
269,640     
320,757 
Innovation initiatives and other value-added services
   
44,041     
15,317     
18,347 
Total
   
245,948     
284,957     
339,104 
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
20. Net income/(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
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Numerator:
 
    
    
  
Net (loss)/income
   
(239,588)    
(93,104)    
28,303 
Net (income)/loss attributable to non-controlling interests
   
(4,450)    
1,351     
2,530 
Numerator for basic and diluted net income/(loss) per share calculation
   
(244,038)    
(91,753)    
30,833 
Denominator:
   
      
      
  
Weighted average number of ordinary shares*
   
369,533     
4,034,877     
8,926,591 
Denominator for basic and diluted net income/(loss) per share calculation
   
369,533     
4,034,877     
8,926,591 
Net income/(loss) per ordinary share*
   
      
      
  
-Basic and diluted
   
(660.40)    
(22.74)    
3.45 
 
*
Retrospectively restated to reflect the Share Consolidation.
 
The potentially dilutive securities that have not been included in the calculation of diluted net income/(loss) per share as their
inclusion would be anti-dilutive or immaterial to the net income per share are as follows:
 
 
 
As of December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Share options to employees*
   
13,179     
11,682     
11,577 
Total
   
13,179     
11,682     
11,577 
 
*
Retrospectively restated to reflect the Share Consolidation.
 
21. Business combination
 
In April 2024, the Group completed the acquisition of 51% equity interest of Shenzhen Duobao Fishing Industry Management
Co., Ltd. (“Duobao Fishing”) for a total cash consideration of RMB510. Upon the completion of the transaction, Duobao
Fishing became a consolidated subsidiary of the Group.
 
In April 2024, the Group completed the acquisition of 53% equity interest of Shenzhen Jiuzhou Fangyun Digital Live
Broadcasting Industry Technology Co., Ltd. (“Jiuzhou Fangyun”) for a total cash consideration of RMB190. Upon the
completion of the transaction, Jiuzhou Fangyun became a consolidated subsidiary of the Group.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
22. Commitments and contingencies
 
Capital commitment
 
As a limited partner of those equity method investees disclosed in Note 10, 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 RMB278,012 as of both December 31, 2023 and 2024.
 
Lease commitment
 
The Group has entered into operating lease agreements for certain offices. Future minimum lease payments under non-
cancellable operating leases with initial terms in excess of one year is included in Note 5.
 
As of December 31, 2024, the total future minimum lease payments under non-cancellable short-term leases, including the
agreed property management fee, with respect to the office are payable as follows:
 
 
 
Lease
Commitment 
 
 
RMB
 
Within 1 year
   
341 
1 to 2 years
   
30 
Total
   
371 
 
23. Related party balance and transactions
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
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 (Note 1(c))
 
    
    
  
Ningbo Meishan Bonded Port Area Jiufeng Investment Partnership (“Jiufeng”)
   
31     
—     
— 
Jiuzhen
   
4,022     
—     
— 
Shanghai Chongkai Enterprise Management (LLP) (“Chongkai”)
   
69     
—     
— 
Muju
   
875     
286     
— 
 
   
4,997     
286     
— 
(2) Other income shared with related parties
   
      
      
  
Chenji Zhaozhao
   
184     
100     
— 
Tinghaozhu Space
   
1,285     
—     
— 
 
   
1,469     
100     
— 
Total
   
6,466     
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.
 
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.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
23. Related party balance and transactions (continued)
 
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 (see Note 10), and real estate owned by Suzhou Chaxiaobai. The spouse of a
shareholder of the Group is the controlling shareholder of Suzhou Chaxiaobai. The loan from Zhejiang Chouzhou Commercial
Bank was fully repaid in January, 2023.
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Amounts due to related parties
 
    
  
(1) Payables for income shared under Non-Group Collaborative Agreements (Note 1(c))
 
    
  
Gefei Chengyun (Note (i))
   
10,759     
— 
Jiufeng (Note (ii))
   
242     
242 
Jiuchuan (Note (i))
   
9,403     
5,615 
Longshu Tianye (Note (i))
   
10,140     
10,140 
Yunde (Note (i))
   
9,383     
— 
Detong (Note (i))
   
3,274     
3,274 
Jiushi (Note (i))
   
65     
65 
 
   
43,266     
19,336 
(2) Payables for Base Commission Income shared with related parties under Exclusive Sales
Contracts without Sales Commitment Arrangement
   
      
  
Derong (Note (i))
   
9,733     
— 
Jiushen (Note (i))
   
29     
— 
Jiufeng (Note (ii))
   
495     
495 
 
   
10,257     
495 
(3) Other payables
   
      
  
Jiushen (Note (i))
   
790     
790 
Chongkai (Note (iii))
   
3,689     
3,060 
Jiufeng (Note (ii))
   
149     
149 
Shanghai Nuancheng (Note (i))
   
—     
70 
 
   
4,628     
4,069 
Total
   
58,151     
23,900 
 
(i)
Jiuchuan, Longshu Tianye, Yunde, Gefei Chengyun, Jiushen, Detong, Derong, Jiushi and Shanghai Nuancheng are equity
method investees of the Group.
 
(ii) Jiufeng is the subsidiary of Jiushen.
 
(iii) Chongkai is a company owned by two of the founders and certain management of the Group.
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
24. Parent only financial information
 
Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information
of the parent company shall be filed when the restricted net assets of consolidated subsidiary exceed 25 percent of consolidated
net assets as of the end of the most recently completed fiscal year. The Company performed a test on the restricted net assets of
consolidated subsidiary in accordance with such requirement and concluded that it was applicable to the Company as the
restricted net assets of the Company’s subsidiary exceeded 25% of the consolidated net assets of the Company. Therefore, the
condensed financial statements for the parent company are included herein.
 
For purposes of the above test, restricted net assets of consolidated subsidiary shall mean that amount of the Company’s
proportionate share of net assets of consolidated subsidiary (after intercompany eliminations) which as of the end of the most
recent fiscal year may not be transferred to the parent company by subsidiary in the form of loans, advances or cash dividends
without the consent of a third party.
 
The following condensed financial information of Fangdd Network Group Ltd. has been prepared using the same accounting
policies as set out in the accompanying Consolidated Financial Statements except that the parent company used the equity
method to account for investment in its subsidiaries. Such investment is presented on the condensed balance sheets as
“Investment in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries” and the respective profit or loss as “Equity
income of subsidiaries and the VIE and VIE’s subsidiaries” on the condensed statements of income.
 
As of December 31, 2024, 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, if any.
 
The following disclosures present the financial positions of Fangdd Network Group Ltd. as of December 31, 2023 and 2024,
the operation results for the years ended December 31, 2022, 2023 and 2024, and the statements of cash flows for the years
ended December 31, 2022, 2023 and 2024.
 
(a) Condensed Balance Sheets
 
 
 
As of December 31,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
 
Assets
 
    
  
Current asset
 
    
  
Cash and cash equivalents
   
61,230     
29,762 
Short-term investments
   
—     
107,878 
Total current asset
   
61,230     
137,640 
Non-current asset
   
      
  
Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries
   
1,592,432     
1,714,269 
Total non-current asset
   
1,592,432     
1,714,269 
Total assets
   
1,653,662     
1,851,909 
Liabilities
   
      
  
Current liability
   
      
  
Accrued expenses and other current liabilities
   
27,867     
35,478 
Total current liability
   
27,867     
35,478 
Total liabilities
   
27,867     
35,478 
Shareholders’ equity
   
      
  
Class A ordinary shares
   
17     
136 
Additional paid-in capital
   
5,243,416     
5,388,038 
Accumulated other comprehensive loss
   
(398,160)    
(383,235)
Accumulated deficit
    (3,219,478)     (3,188,508)
Total shareholders’ equity
   
1,625,795     
1,816,431 
Total liabilities and shareholders’ equity
   
1,653,662     
1,851,909 
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
24. Parent only financial information (continued)
 
(b) Condensed Statements of Results of Operations
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
General and administrative expenses
   
(167,076)    
(10,923)    
(30,169)
Total operating expenses
   
(167,076)    
(10,923)    
(30,169)
Loss from operations
   
(167,076)    
(10,923)    
(30,169)
Equity (loss)/income of subsidiaries and the VIE and VIE’s subsidiaries
   
(244,039)    
(80,934)    
58,903 
Other income:
   
      
      
  
Interest income/(expense), net
   
957     
(983)    
2,185 
Other income, net
   
9,247     
1,730     
51 
(Loss)/income before income tax
   
(400,911)    
(91,110)    
30,970 
Income tax expense
   
—     
—     
— 
Net (loss)/income
   
(400,911)    
(91,110)    
30,970 
Accretion of Redeemable Convertible Preferred Shares
   
—     
—     
— 
Deemed dividend to preferred shareholder
   
—     
—     
— 
Net (loss)/income attributable to ordinary shareholders
   
(400,911)    
(91,110)    
30,970 
 
(c) Condensed Statements of Cash Flows
 
 
 
For the Year Ended December 31,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
Net cash used in operating activities
   
(5,064)    
(6,797)    
(20,302)
Cash flows used in investing activities:
   
      
      
  
Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries
   
—     
(142,060)    
(62,934)
Investment in short-term investments
   
(168,198)    
—     
(107,878)
Proceeds from redemption of short-term investments
   
18,826     
—     
— 
Net cash used in investing activities
   
(149,372)    
(142,060)    
(170,812)
Cash flows provided by financing activities:
   
      
      
  
Proceeds from issuance of ordinary shares, net of issuance costs
   
3,136     
46,632     
88,560 
Proceeds from issuance of issuance of convertible bonds, net of issuance costs
   
—     
145,064     
— 
Proceeds from regular warrants exercised
   
—     
—     
25,313 
Proceeds from issuance and exercise of pre-funded warrants
   
—     
—     
30,848 
Net cash provided by financing activities
   
3,136     
191,696     
144,721 
Effect of exchange rate changes on cash and cash equivalents
   
11,036     
(4,319)    
14,925 
Net (decrease)/increase in cash and cash equivalents
   
(140,264)    
38,520     
(31,468)
Cash and cash equivalents at the beginning of the year
   
162,974     
22,710     
61,230 
Cash and cash equivalents at the end of the year
   
22,710     
61,230     
29,762 
 
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Fangdd Network Group Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(All amounts in thousands, except for share and per share data)
 
25. Subsequent events
 
In December 2024, the Group made a prepayment of US$3.3 million for acquisition of a property. The prepayment, which is
also the total consideration, was included in “Prepayments and other assets, net” on the Consolidated Balance Sheets as of
December 31, 2024. The transaction was settled in January 2025, and the property is recorded as “property” included in
“Property, plant and equipment, net” on the Consolidated Balance Sheets.
 
On February 10, 2025, the Company entered into a securities purchase agreement with certain investors pursuant to which the
Company agreed to issue the US$5,000,000 senior 5% original issue discount convertible promissory notes (the “Notes”) to
the investors in the principal amount of US$5,000,000, which are convertible into the Class A ordinary shares. The Notes carry
a 5% original issue discount, and have a term of nine months from the original issuance date. No interest accrues during the
term of the Notes unless an event of default occurs, in which case interest will accrue at a rate of 15% per annum or, if less, the
highest amount permitted by law. Class A ordinary shares, par value US$0.0005625 per share, are issuable from time to time
upon conversion under the Notes, and the Company issued additional 164,610 Class A ordinary shares as commitment shares
for the issuance of the Notes.
 
On March 14, 2025, the Company entered into a securities purchase agreement with certain investors pursuant to which the
Company agreed to issue the US$5,000,000 senior 5% original issue discount convertible promissory notes (the “Notes”) to
the investors in the principal amount of US$5,000,000, which are convertible into the Class A ordinary shares. The Notes carry
a 5% original issue discount, and have a term of nine months from the original issuance date. No interest accrues during the
term of the Notes unless an event of default occurs, in which case interest will accrue at a rate of 15% per annum or, if less, the
highest amount permitted by law. Class A ordinary shares, par value US$0.0005625 per share, are issuable from time to time
upon conversion under the Notes, and the Company issued 251,890 Class A ordinary shares as commitment shares for the
issuance of the Notes.
 
 
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