FangDD Announces US$34,320,000 Convertible Note Issuance in Connection with Asset Acquisition and Proposed Issuance of Class C Ordinary Shares

Core Viewpoint - Fangdd Network Group Ltd. has announced a convertible note purchase agreement to issue a convertible promissory note worth US$34,320,000 to an investor through private placement [1][2]. Group 1: Convertible Note Details - The convertible promissory note will mature in 364 days and will not bear interest [3]. - The note can be converted into Class A ordinary shares at a conversion price of US$1.0409, either at the option of the note holder or automatically on the maturity date [3]. - The note will be an unsecured general obligation of the company [3]. Group 2: Asset Purchase Agreement - The issuance of the note is to satisfy payment obligations under an asset purchase agreement dated September 29, 2025 [2]. - Detailed information regarding the asset purchase agreement is available in the company's current report on Form 6-K filed with the SEC [2]. Group 3: Share Subscription Agreement - To maintain a stable corporate structure post-conversion, the company has entered into a share subscription agreement with ZX INTERNATIONAL LTD, controlled by the chairman and CEO [4]. - The company may sell and issue up to 12,731 Class C ordinary shares to ZX INTERNATIONAL LTD upon receiving a conversion notice from the note holder [4]. - The purchase price for the Class C shares will be based on the average closing price of Class A ordinary shares for the 15 trading days prior to the closing notice date [4]. Group 4: Regulatory Compliance - The sale and issuance of the note and the Class A ordinary shares upon conversion are exempt from registration under the Securities Act of 1933, relying on Section 4(2) and compliance with Regulation D and/or Regulation S [5]. Group 5: Company Overview - Fangdd Network Group Ltd. is a property technology company in China, focusing on real estate transaction digitalization services [6]. - The company utilizes mobile internet, cloud, big data, and artificial intelligence to revolutionize real estate transactions through a suite of SaaS tools and solutions [6].