房多多美股招股说明书(2023-07-18版)

11,428,565 American Depositary Shares Warrants to Purchase up to 39,999,978 American Depositary Shares Representing up to 19,285,703,625 Class A ordinary shares We are offering to certain investors (i) an aggregate of 11,428,565 American DepositaryShares, or ADSs, of Fangdd Network Group Ltd., each representing 375 Class A ordinary shares, parvalue US$0.0000001 per share, at a price of US$0.70 per ADS, (ii) certain regular warrants, or theRegular Warrants, to purchase up to an aggregate of 11,428,565 ADSs, and (iii) certain resetwarrants, or the Reset Warrants, that permit cashless exercise of up to an aggregate of 28,571,413ADSs. The Regular Warrants and the Reset Warrants are collectively referred to as Warrants in thisprospectus supplement. Such securities are being issued pursuant to this prospectus supplement, theaccompanying base prospectus, and that certain securities purchase agreement, dated July 17, 2023,by and between us and the investors. This prospectus supplement also covers the Class A ordinaryshares represented by the ADSs issuable from time to time upon exercise of the Warrants. See “Planof Distribution” beginning on page S-54 for a description of the securities purchase agreement. Warrants are offered together with the ADSs to each investor. Each Regular Warrant will beimmediately exercisable upon issuance and remain exercisable within five years for ADSs at anexercise price of US$0.77, which is subject to downward adjustment pursuant to the terms thereoffollowing the 45thtrading day after the date of this prospectus supplement, or the Measurement Date(such 45 trading day period is referred to as the Measurement Period). Each Reset Warrant permitscashless exercise on the end of the 45-day Measurement Period into a number of ADSs equal to thedifference between (i) the quotient obtained by dividing (a) an investor’s subscription amount by(b) the greater of (A) the average of the five lowest volume-weighted average prices, or VWAPs, ofthe ADSs during the Measurement Period and (B) $0.20, and (ii) the number of ADSs issued to suchinvestor at the closing and if applicable, on the 15th and 30th trading days during the MeasurementPeriod. The Reset Warrants may also be exercisable at an exercise price of US$0.77 withinsix months after issuance. There is no established trading market for the Warrants, and we do notexpect a market to develop. In addition, we do not intend to apply for the listing of such warrants onany national securities exchange or other trading market. Without an active trading market, theliquidity of such warrants will be limited. ADSs representing our Class A ordinary shares are listed on the Nasdaq Global Market underthe symbol “DUO.” On July 14, 2023, the closing price of the ADSs on the Nasdaq Global Marketwas US$0.8310 per ADS. The aggregate market value of our issued and outstanding Class A ordinary shares held by non-affiliates, or public float, was approximately US$89.9 million, which was calculated based on 20,809,443,154 Class A ordinary shares issued and outstanding held by non-affiliates and a per ADSclosing price of US$1.62 as reported on the Nasdaq Global Market on March 22, 2023, a day within60 days prior to the date of filing of our annual report on Form 20-F for the year endedDecember 31, 2022. We are therefore currently not subject to the limitations under GeneralInstruction I.B.5 of Form F-3. Our share capital consists of Class A ordinary shares, Class B ordinary shares and Class Cordinary shares. Each Class A ordinary share is entitled to one vote, each Class B ordinary share isentitled to ten votes, and each Class C ordinary share is entitled to 10,000 votes. Each Class Bordinary share and each Class C ordinary share is convertible into one Class A ordinary share at anytime at the option of the holder thereof. Class A ordinary shares are not convertible into Class Bordinary shares or Class C ordinary shares under any circumstances. Upon any sale, transfer,assignment or disposition of Class B ordinary shares by a holder thereof or a change of ultimatebeneficial ownership of any Class B ordinary share to any person other than our three co-foundersand their respective affiliates, such Class B ordinary shares are automatically and immediatelyconverted into the same number of Class A ordinary shares. Upon (i) any sale, transfer, assignmentor disposition of such number of Class C ordinary shares by a holder thereof or the direct or indirecttransfer or assignment of the voting power attached to such number of Class C ordinary sharesthrough a voting proxy or otherwise to any person that is not an affiliate of such holder, (ii) thedirect or indirect sale, transfer, assignment or disposition of a majority of the issued and outstandingvoting securities of, or the direct or indirect transfer or assignment of the voting power attached tosuch voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer,assignment or disposition of