SHENZHEN, China, March 14, 2025 — Fangdd Network Group Ltd. (Nasdaq: DUO), a Chinese property technology firm focused on customer needs, has announced a securities purchase agreement with investors for a US$5,000,000 offering. This includes (i) senior convertible promissory notes with a 5% original issue discount (the “Notes”), totaling US$5,000,000 in principal, (ii) Class A ordinary shares that can be issued upon conversion of the Notes, and (iii) an additional 251,890 Class A ordinary shares related to the Notes issuance.

The Notes have a 5% original issue discount and a nine-month term. Interest does not accrue unless a default occurs, in which case it will accrue at 15% per annum, or the maximum legally permitted rate if lower. The Company’s obligations under these Notes, along with those issued on February 11, 2025, take precedence over all other existing debt. The Notes issued under the Purchase Agreement and the February 2025 notes are treated equally.

Holders can convert their Notes into Class A ordinary shares by submitting a conversion notice. The number of shares issued upon conversion is determined by dividing (i) the portion of the principal and any accrued interest being converted by (ii) the conversion price on the date of the conversion notice. The conversion price is the lower of (i) a fixed conversion price, set at 130% of the lowest daily VWAP on the trading day before the Purchase Agreement’s closing date, and (ii) an alternative conversion price, set at 90% of the lowest daily VWAP over the ten trading days before the conversion notice date. Fractional amounts are rounded down to the nearest cent, and the conversion price cannot be below US$0.10 per share (the floor price). If the conversion price is below the floor price when a conversion notice is received, shares will be issued based on the floor price, and the Company will compensate the holder for the economic difference. This difference is calculated as (i) the number of shares that would have been delivered using the conversion price, minus (ii) the number of shares delivered using the floor price, multiplied by (iii) the daily VWAP of the Company’s Class A ordinary shares on the conversion notice date. VWAP for any date is the daily volume weighted average price of the Company’s Class A ordinary shares for that date or the nearest preceding date, as reported by Bloomberg L.P.

The Purchase Agreement and the Notes contain standard representations, warranties, and provisions. The offering is expected to close around March 14, 2025, pending customary closing conditions. FangDD plans to use the net proceeds for general corporate purposes.

MM Global Securities, Inc. is acting as the exclusive placement agent for this offering.

The Company is offering the securities under an effective “shelf” registration statement on Form F-3 (File No. 333-267397) previously filed with the SEC on September 13, 2022, and declared effective on September 29, 2022. The securities can only be offered through a written prospectus and prospectus supplement forming part of the registration statement. The prospectus supplement and base prospectus contain important details about the Class A ordinary shares being sold. The prospectus supplement will be filed with the SEC and available on its website (http://www.sec.gov). It can also be obtained, when available, by contacting the Company at Room 1501, Shangmei Technology Building, No. 15 Dachong Road, Nanshan District, Shenzhen, the PRC, or via email at ir@fangdd.com. This description of the Purchase Agreement and the Notes is qualified in its entirety by reference to the full text of the agreements filed as exhibits to a current report on Form 6-K to be furnished to the SEC.

This press release is not an offer to sell or a solicitation of an offer to buy these securities, nor shall any sale occur in any jurisdiction where such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction.

About FangDD

Fangdd Network Group Ltd. (Nasdaq: DUO) is a customer-focused property technology company in China that provides real estate transaction digitalization services. By leveraging mobile internet, cloud, big data, and artificial intelligence, FangDD has transformed real estate transactions with a suite of modular products and solutions powered by SaaS tools and technology. More information is available at http://ir.fangdd.com.

Safe Harbor Statement

This announcement includes forward-looking statements made under the U.S. Private Securities Litigation Reform Act of 1995’s safe harbor provisions. These statements can be identified by terms like “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,” and similar expressions, including their negative forms. These statements, including those about the Company’s beliefs and expectations, involve inherent risks and uncertainties that could cause actual results to differ materially. All information in this release is current as of this date and based on assumptions the Company believes are reasonable. The Company does not commit to updating these statements unless required by law.

Investor Relations Contact

Ms. Linda Li
Director, Capital Markets Department
Phone: +86-0755-2699-8968
E-mail: ir@fangdd.com

“`