DUO News & Events

Fangdd Network Group entered into a convertible note purchase agreement pursuant to which the Company will issue a convertible promissory note in a principal amount of $34,320,000 to an investor through private placement. The Note will be issued to satisfy the Company's certain payment obligations under an asset purchase agreement dated September 29 by and between the Company and the investor. Detailed information about the asset purchase agreement can be found in the Company's current report on Form 6-K furnished to the U.S. Securities and Exchange Commission on September 30. The issuance of the Note is subject to the satisfaction of customary closing conditions. The Note will mature in 364 days after issuance without bearing interest. Prior to the full repayment of the outstanding principal amount, the Note is convertible into Class A ordinary shares at the option of the Note holder, at a conversion price of $1.0409. If not previously converted, the outstanding principal amount of the Note will automatically convert into Class A Ordinary Shares on the maturity date. The Note will be an unsecured general obligation of the Company. The foregoing description of the Note and the Purchase Agreement is qualified in its entirety by reference to its full text, which will be furnished to the SEC on a current report on Form 6-K. To maintain a stable corporate structure following the potential conversion of the Note, the Company entered into a share subscription agreement with 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. Pursuant to this agreement, the Company has agreed to sell and issue up to 12,731 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, if the Company receives a conversion notice from the Note holder, subject to the limitations set forth in the share subscription agreement. The per share purchase price will be calculated based on the average closing price of the Company's Class A Ordinary Shares for the 15 trading days prior to the closing notice date. The foregoing description of the share subscription agreement is qualified in its entirety by reference to its full text, which will be furnished to the SEC on a current report on Form 6-K.

Fangdd Network entered into an agreement to purchase certain assets relating to artificial intelligence technology from a British Virgin Islands company. The transaction is part of the Company's continuous strategy to expand into technology-enabled real estate management. The purchase price for the assets is $34,320,000. Additionally, the seller is entitled to receive an earnout payment for each calendar year ending on December 31, 2025, December 31, 2026 and December 31, 2027 at an amount equal to the increase of the total revenue of the Company in a given calendar year of 2025, 2026, and 2027, as compared to the prior calendar year, multiplied by the ratio of 20%, 25% and 30%, respectively. The earnout payments shall be payable by the issuance of the Company's Class A ordinary shares at a price per share equal to the average of the closing price of one Company's Class A ordinary share for the 30 consecutive trading days immediately preceding the payment date. The Company will have three months to raise funds for the purchase and complete the transaction. If the transaction does not close by December 29, 2025, the Company may terminate the agreement by providing written notice, without incurring liability to the seller. The purchase agreement contains representations, warranties and other provisions customary for transactions of this nature.

Reports 1H revenue RMB 203.4M vs RMB 140M last year. Xi Zeng, Chairman and Chief Executive Officer of FangDD, commented, "In the first half of 2025, with continuous policy support, China's real estate market showed signs of stabilization despite ongoing adjustments. According to National Bureau of Statistics of China, the sales area of new property in the first half of 2025 decreased by 3.5% year-over-year, and the sales revenue dropped by 5.5% year-over-year. The decline rate narrowed significantly compared with the same period of 2024, indicating that the market is gradually bottoming out. Amid this environment, FangDD has been strengthening development of core projects and in-depth cooperation with reputable developers and business partners. As a result, the GMV and revenue have both increased simultaneously. Meanwhile, the company is also continuously exploring and innovating in new business areas. Looking forward to the second half of the year, we expect ongoing policy support and improving financial conditions to further support industry recovery. The company will also continue to optimize costs and upgrade business structure to achieve balanced growth in scale and profit, and promote higher-quality development."

Fangdd Network announced that on June 24, 2025, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market that the Company has regained compliance with the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2).