Fangdd Network Group Ltd. Files 20-F/A Amendment

TL;DR

Fangdd filed an amendment to its 2023 annual report, check for updates.

AI Summary

Fangdd Network Group Ltd. filed an amendment (20-F/A) to its annual report for the fiscal year ended December 31, 2023. This filing, submitted on September 13, 2024, is an amendment to their previous filings with the SEC. The company is incorporated in E9 and its principal executive offices are located in Shenzhen, China.

Why It Matters

This filing indicates an update or correction to Fangdd Network Group Ltd.'s annual financial disclosures, which is important for investors to review for the most current information.

Risk Assessment

Risk Level: low — This is a routine amendment to an annual report, not indicating new material risks.

Key Numbers

• 2023 — Fiscal Year End (The annual report covers the period ending December 31, 2023.)
• 20240913 — Filing Date (This amendment was filed on September 13, 2024.)

Key Players & Entities

• Fangdd Network Group Ltd. (company) — Registrant
• 0001213900-24-078552 (filing_id) — Accession Number
• 20240913 (date) — Filing Date
• 20231231 (date) — Fiscal Year End
• 001-39109 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.0005625 — one Class A ordinary share, par value US$0.0005625 per share 3 DUO The Nasdaq Capital Mark
• $0.0000001 — 5,625 ordinary shares of a par value US$0.0000001 per share of our company into one ordin

Filing Documents

• ea0214341-20fa1_fangdd.htm (20-F/A) — 2175KB
• ea021434101ex12-1_fangdd.htm (EX-12.1) — 9KB
• ea021434101ex12-2_fangdd.htm (EX-12.2) — 9KB
• 0001213900-24-078552.txt ( ) — 14391KB
• duo-20231231.xsd (EX-101.SCH) — 155KB
• duo-20231231_cal.xml (EX-101.CAL) — 82KB
• duo-20231231_def.xml (EX-101.DEF) — 611KB
• duo-20231231_lab.xml (EX-101.LAB) — 1117KB
• duo-20231231_pre.xml (EX-101.PRE) — 640KB
• ea0214341-20fa1_fangdd_htm.xml (XML) — 2721KB

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 2

EXHIBITS

ITEM 19. EXHIBITS 2

SIGNATURES

SIGNATURES 5 i EXPLANATORY NOTE This Amendment No. 1 ("Amendment No. 1") to our annual report on Form 20-F for the year ended December 31, 2023 originally filed with the U.S. Securities and Exchange Commission on April 19, 2024 (the "Original 2023 Form 20-F") is being filed solely to remove the language of "and in accordance with auditing standards generally accepted in the United States of America" from the fourth paragraph on page F-2 of the Report of Independent Registered Public Accounting Firm issued by Audit Alliance LLP. As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing as exhibits to Amendment No. 1 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Other than the matters described above, this Amendment No. 1 does not amend or modify any information included in any of the disclosure presented in the Original 2023 Form 20-F. The Original 2023 Form 20-F, as amended by this Amendment No. 1, speaks as of the original filing date of the Original 2023 Form 20-F and does not reflect events that may have occurred subsequent to the original filing date of the Original 2023 Form 20-F. 1

FINANCIAL

ITEM 18. FINANCIAL Our consolidated financial

EXHIBITS

ITEM 19. EXHIBITS Exhibit No. Description of Exhibit 1.1 Fifth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to our registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019) 2.1 Registrant's Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to our registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019) 2.2 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) 2.3 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) 2.4 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) 2.5 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) 2.6 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

Description of Securities

Description of Securities 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) 4.7 English translation of Powers of Attorney, dated November 20,

SIGNATURES

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 Amendment No. 1 to its annual report on its behalf. Fangdd Network Group Ltd. By: /s/ Xi Zeng Name: Xi Zeng Title: Chief Executive Officer Date: September 13, 2024 5 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 CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2023 F-3 – F-4 CONSOLIDATED F-5 CONSOLIDATED F-6 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023 F-8 – F-9 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-10 – F-62 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Fangdd Network Group Ltd. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Fangdd Network Group Ltd. (the "Company") and its subsidiaries (the "Group") as of December 31, 2022 and 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in shareholders' equity, and cash flows for each of the years ended December 31, 2021, 2022 and 2023, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2022 and 2023, and the results of its operations and its cash flows for each of the years ended December 31, 2021, 2022 and 2023, in conformity with accounting principl

financial statements do not include any adjustments that might result from the outcome of this uncertainty

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 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. /s/ Audit Alliance LLP

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View this 20-F/A filing on SEC EDGAR