SHENZHEN, China, Oct. 24, 2025 — Fangdd Network Group Ltd. (Nasdaq: DUO), also referred to as “FangDD” or “the Company,” a Chinese property technology firm focused on customers, disclosed today that it has executed a convertible note purchase agreement (referred to as the “Purchase Agreement”). Under this agreement, the Company plans to privately issue a convertible promissory note (the “Note”) to an investor, with a principal value of US$34,320,000.
This Note is being issued to fulfill specific payment commitments of the Company stemming from an asset purchase agreement signed on September 29, 2025, between the Company and the investor. Further specifics regarding this asset purchase agreement are available in the Company’s Form 6-K current report, which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2025. The completion of the Note’s issuance depends on meeting standard closing requirements.
The Note will reach maturity 364 days from its issuance date and will not accrue interest. Before the full outstanding principal is repaid, the Note holder has the option to convert it into Class A ordinary shares (referred to as the “Class A Ordinary Shares”) at a conversion rate of US$1.0409. Should the Note not be converted earlier, its remaining principal will automatically convert into Class A Ordinary Shares upon its maturity date. This Note constitutes an unsecured general obligation of the Company. The preceding details regarding the Note and the Purchase Agreement are subject to the comprehensive terms of their full text, which will be provided to the SEC in a current report on Form 6-K.
In order to preserve a consistent corporate structure subsequent to the potential conversion of the Note, the Company has executed a share subscription agreement with ZX INTERNATIONAL LTD, a British Virgin Islands entity under the control of Mr. Xi Zeng, who serves as the Company’s chairman of the board of directors and chief executive officer. Under this arrangement, FangDD has committed to selling and issuing as many as 12,731 Class C ordinary shares, possessing identical rights, privileges, and limitations as those endorsed by the board of directors on November 29, 2022, to ZX INTERNATIONAL LTD. This issuance will occur if the Company receives a conversion notification from the Note holder, and it is subject to the constraints outlined in the share subscription agreement. The acquisition price per share will be determined using the average closing price of the Company’s Class A Ordinary Shares over the 15 trading days preceding the closing notice date. The preceding information about the share subscription agreement is entirely subject to its full textual content, which will be filed with the SEC on a current report on Form 6-K.
Both the issuance and sale of the Note (along with the Class A Ordinary Shares that would result from its conversion) and the Class C ordinary shares are exempt from registration requirements under the amended Securities Act of 1933 (the “Securities Act”). This exemption is claimed under Section 4(2) of the Securities Act, which pertains to transactions that do not constitute a public offering, and is conducted in accordance with, and reliance upon, Regulation D and/or Regulation S of the Securities Act, as appropriate.
About FangDD
Fangdd Network Group Ltd. (Nasdaq: DUO) operates as a customer-focused property technology enterprise in China, specializing in delivering digitalization services for real estate transactions. By leveraging innovations in mobile internet, cloud computing, big data, artificial intelligence, and other technologies, FangDD has significantly transformed how participants in real estate transactions conduct their operations. This transformation is achieved through a collection of modular products and solutions supported by SaaS tools, products, and technology. For more details, please visit .
Safe Harbor Statement
This release includes statements that are forward-looking in nature. These declarations are made in accordance with the “safe harbor” stipulations of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are often recognizable by terms including “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “going forward,” “intend,” “ought to,” “plan,” “project,” “potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,” “shall,” “should,” “is likely to,” their negative forms, and comparable phrases. Notably, assertions that are not historical facts, alongside those detailing the Company’s convictions and outlook, qualify as or contain forward-looking statements. These statements are inherently subject to risks and uncertainties. Various elements could lead to actual outcomes differing significantly from what is expressed in any forward-looking statement. All data presented in this press release reflects the situation as of its publication date and is founded on assumptions the Company considers sound as of this date. The Company disclaims any obligation to revise or update any forward-looking statement, unless mandated by relevant law.
Investor Relations Contact
Ms. Linda Li
Director, Capital Markets Department
Phone: +86-0755-2699-8968
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