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

Rhea-AI Summary

Fangdd Network Group (Nasdaq: DUO) announced on October 24, 2025 a private placement to issue a US$34,320,000 convertible promissory note to satisfy payment obligations under an asset purchase agreement dated September 29, 2025. The Note matures in 364 days, bears no interest, is unsecured, and is convertible by the holder into Class A ordinary shares at a conversion price of US$1.0409; if not converted earlier it will automatically convert at maturity.

To preserve corporate structure if conversion occurs, Fangdd agreed to offer up to 12,731 Class C ordinary shares to ZX INTERNATIONAL LTD, a company controlled by chairman and CEO Xi Zeng, with per-share price based on the 15-day average closing price prior to closing notice.

Positive

• Raises US$34.32M to satisfy asset purchase obligations
• Interest-free 364-day note preserves cash flow
• Conversion option potentially converts debt to equity without cash repayment

Negative

• Note is an unsecured general obligation of the company
• Automatic conversion at maturity creates dilution risk for existing shareholders
• Agreement to issue up to 12,731 Class C shares to CEO-controlled entity may affect share structure

Insights

Capital Markets Analyst

Company issues a $34,320,000 convertible note to satisfy payment obligations; conversion and related Class C share subscription may dilute equity and alter governance.

FangDD will issue a convertible promissory note in the principal amount of $34,320,000 that matures in 364 days with no interest and converts into Class A ordinary shares at a fixed conversion price of $1.0409, including automatic conversion at maturity. The Note is unsecured and issued to satisfy payment obligations under an asset purchase agreement dated September 29, 2025.

To "maintain a stable corporate structure" upon conversion, the company entered a share subscription agreement to sell up to 12,731 Class C ordinary shares to ZX INTERNATIONAL LTD, a BVI entity controlled by the chairman and CEO, with the per-share price set by the 15-trading-day average prior to closing notice. The sale and issuance rely on exemptions under Section 4(2), Regulation D and/or Regulation S of the Securities Act.

Key dependencies and risks are explicit: conversion will dilute existing Class A equity via conversion at $1.0409, automatic maturity conversion if not repaid, and issuance of Class C shares to a controller-linked entity which may change holding structure. Monitor the exact conversion date, the 15-day average closing price used for the Class C pricing, and whether customary closing conditions are satisfied; relevant near-term milestone is the Note closing within the next year (364 days horizon).

SHENZHEN, China, Oct. 24, 2025 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a customer-oriented property technology company in China, today announced that it has entered into a convertible note purchase agreement (the “Purchase Agreement”), pursuant to which the Company will issue a convertible promissory note (the “Note”) in a principal amount of US$34,320,000 to an investor through private placement.

The Note will be issued to satisfy the Company’s certain payment obligations under an asset purchase agreement dated September 29, 2025 by and between the Company and the investor. Detailed information about the asset purchase agreement can be found in the Company’s current report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2025. The issuance of the Note is subject to the satisfaction of customary closing conditions.

The Note will mature in 364 days after issuance without bearing interest. Prior to the full repayment of the outstanding principal amount, the Note is convertible into Class A ordinary shares (the “Class A Ordinary Shares”) at the option of the Note holder, at a conversion price of US$1.0409. If not previously converted, the outstanding principal amount of the Note will automatically convert into Class A Ordinary Shares on the maturity date. The Note will be an unsecured general obligation of the Company. The foregoing description of the Note and the Purchase Agreement is qualified in its entirety by reference to its full text, which will be furnished to the SEC on a current report on Form 6-K.

To maintain a stable corporate structure following the potential conversion of the Note, the Company entered into a share subscription agreement with ZX INTERNATIONAL LTD, a British Virgin Islands company controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer of the Company. Pursuant to this agreement, the Company has agreed to sell and issue up to 12,731 Class C ordinary shares of the Company with the same rights, privileges and restrictions approved by the board of directors on November 29, 2022 to ZX INTERNATIONAL LTD, if the Company receives a conversion notice from the Note holder, subject to the limitations set forth in the share subscription agreement. The per share purchase price will be calculated based on the average closing price of the Company’s Class A Ordinary Shares for the 15 trading days prior to the closing notice date. The foregoing description of the share subscription agreement is qualified in its entirety by reference to its full text, which will be furnished to the SEC on a current report on Form 6-K.

The sale and issuance of the Note (and the Class A Ordinary Shares upon conversion of the Note) and the Class C ordinary shares are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering and is made in reliance on, and in compliance with, Regulation D and/or Regulation S under the Securities Act, as applicable.

About FangDD

Fangdd Network Group Ltd. (Nasdaq: DUO) is a customer-oriented property technology company in China, focusing on providing real estate transaction digitalization services. Through innovative use of mobile internet, cloud, big data, artificial intelligence, among others, FangDD has fundamentally revolutionized the way real estate transaction participants conduct their business through a suite of modular products and solutions powered by SaaS tools, products and technology. For more information, please visit http://ir.fangdd.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “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 the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about the Company’s beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact

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

FAQ

What did Fangdd (DUO) announce on October 24, 2025 about a convertible note?

Fangdd announced a private placement to issue a US$34,320,000 convertible note due in 364 days that bears no interest and converts at US$1.0409 per share.

How will the DUO convertible note convert into shares and when?

The note is convertible at the holder's option into Class A ordinary shares at US$1.0409, and will automatically convert at maturity if not previously converted.

What is the impact of the Fangdd share subscription with ZX INTERNATIONAL LTD on DUO shareholders?

Fangdd agreed to sell up to 12,731 Class C ordinary shares to ZX INTERNATIONAL LTD, a company controlled by CEO Xi Zeng, which could alter post-conversion share structure.

Is the DUO note secured or interest-bearing?

The note is an unsecured general obligation and does not bear interest.

What pricing will ZX INTERNATIONAL LTD pay for the Class C shares if issued by DUO?

The per-share purchase price will be based on the average closing price of Class A ordinary shares for the 15 trading days prior to the closing notice date.