Xi Zeng Amends Fangdd Network Group Filing

TL;DR

Xi Zeng filed an amendment for Fangdd Network Group (DUO).

AI Summary

Xi Zeng filed an amendment (No. 2) to Schedule 13D for Fangdd Network Group Ltd. on October 10, 2024. The filing concerns Class A Ordinary Shares of the company. Zeng Xi's address is in Shenzhen, People's Republic of China.

Why It Matters

This amendment indicates a change in the beneficial ownership or control of Fangdd Network Group Ltd., which could impact the company's stock price and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often signal significant changes in a major shareholder's stake or intentions, which can introduce uncertainty.

Key Players & Entities

• Xi Zeng (person) — Filing person and authorized contact
• Fangdd Network Group Ltd. (company) — Subject company
• Class A Ordinary Shares (security) — Securities subject to filing

FAQ

Key Financial Figures

• $0.0005625 — Class A Ordinary Shares, Par Value US$0.0005625 Per Share (Title of Class of Securiti
• $2.53 — 25 per share, at a per share price of US$2.53. The purchase was funded by existing ca

Filing Documents

• ea0217589-13da2xi_fangdd.htm (SC 13D/A) — 69KB
• 0001213900-24-087775.txt ( ) — 71KB

Security

Item 1. Security and Issuer. This Commission by Mr. Xi Zeng and ZX INTERNATIONAL LTD on November 30, 2022 (the “ Original Statement ”) and Amendment No. 1 to the Original Statement filed with the Commission on April 21, 2023 (the “ Amendment No. 1 ,” and together with the Original Statement, the “ Prior Statement ”), with respect to Class A ordinary shares, par value US$0.0005625 per share, of Fangdd Network Group Ltd., a Cayman Islands company (the “ Issuer ”). The Issuer’s Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “DUO.” Except as provided herein, this Statement does not modify any of the information previously reported on the Prior Statement.

Identity

Item 2. Identity and Background. Item 2 of the Prior Statement is hereby amended and restated in its entirety as follows: (a) This Statement is being filed jointly by Mr. Xi Zeng and ZX INTERNATIONAL LTD (each, a “ Reporting Person ,” and collectively, the “ Reporting Persons ”). (b) Mr. Xi Zeng is the chairman of the board of directors and chief executive officer of the Issuer. The business address of Mr. Xi Zeng is Room 1501, Shangmei Technology Building, 15 Dachong Road, Nanshan District, Shenzhen, 518072, People’s Republic of China. The registered address of ZX INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola, VG 1110 British Virgin Islands. (c) Mr. Xi Zeng is a citizen of the People’s Republic of China. His principal occupation is chief executive officer of the Issuer. ZX INTERNATIONAL LTD is a company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Xi Zeng. (d)-(e) During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) See Item 2(c).

Source

Item 3. Source or Amount of Funds or Other Consideration. Item 3 of the Prior Statement is hereby amended and supplemented by the following paragraphs: On October 10, 2024, the Issuer entered into a share subscription agreement with ZX INTERNATIONAL LTD, under which the Issuer agreed to sell and issue to ZX INTERNATIONAL LTD 3,901 Class C ordinary shares, par value US$0.0005625 per share, at a per share price of US$2.53. The purchase was funded by existing capital held by the Reporting Persons. The description of the share subscription agreement is qualified in its entirety by reference to the full text of the share subscription agreement, a copy of which is filed herewith as Exhibit 7.04 and incorporated herein by reference.

Interest

Item 5. Interest in Securities of the Issuer. Item 5 of the Prior Statement is hereby amended and restated in its entirety as follows: (a)-(b) The responses of each Reporting Person to rows (7) through (13) of the cover page of this Statement are hereby incorporated by reference in their entirety in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is based on 16,674,721 ordinary shares of the Issuer as a single class, being the sum of (i) 16,582,376 outstanding Class A ordinary shares, (ii) 87,186 outstanding Class B ordinary shares, and (iii) 5,159 outstanding Class C ordinary shares, as disclosed in the Issuer’s prospectus supplement filed with the Commission on October 11, 2024. Except as disclosed in this Statement, none of the Reporting Persons beneficially owns any ordinary shares or has the right to acquire any ordinary shares. Except as disclosed in this Statement, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any ordinary shares of the Issuer that they may be deemed to beneficially own. CUSIP No. G33147110 Page 5 of 6 Pages (c) See the transactions described in “Item 3 – Source or Amount of Funds or Other Consideration.” Except as disclosed in this Statement, none the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days. (d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares of the Issuer beneficially owned by the Reporting Persons. (e) Not applicable.

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Prior Statement is hereby amended and supplemented by the following paragraphs: On October 10, 2024, the Issuer entered into a share subscription agreement with ZX INTERNATIONAL LTD, under which the Issuer agreed to sell and issue to ZX INTERNATIONAL LTD 3,901 Class C ordinary shares, par value US$0.0005625 per share, at a per share price of US$2.53. The description of the share subscription agreement is qualified in its entirety by reference to the full text of the share subscription agreement, a copy of which is filed herewith as Exhibit 7.04 and incorporated herein by reference.

Material

Item 7. Material to Be Filed as Exhibits.

of the Prior Statement is hereby amended and supplemented by the following exhibit

Item 7 of the Prior Statement is hereby amended and supplemented by the following exhibit: Exhibit No. Description 7.04 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 Issuer’s current report on Form 6-K (File No. 001-39109) furnished to the U.S. Securities and Exchange Commission on October 10, 2024) CUSIP No. G33147110 Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 15, 2024 Xi Zeng By /s/ Xi Zeng Xi Zeng ZX INTERNATIONAL LTD By /s/ Xi Zeng Name: Xi Zeng Title: Director

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View this SC 13D/A filing on SEC EDGAR