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SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Fangdd Network Group Ltd.

(Name of Issuer)

Class A ordinary shares, $0.0000001 par value per share

(Title of Class of Securities)

30712L 109**

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** CUSIP number 30712L 109 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “DUO.” Each ADS represents 25 Class A ordinary shares of the issuer.  No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
Yi Duan

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
329,021,793(1)(2)

7

Sole Dispositive Power
329,021,793(2)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
329,021,793(2)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
18.0%(3)

12

Type of Reporting Person
IN

 

(1)                                 Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(2)                                 Represents 329,021,793 Class B ordinary shares directly held by CC NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Yi Duan.  Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(3)                                 Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

2

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
CC NETWORK INTERNATIONAL LTD

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
329,021,793(4)(5)

7

Sole Dispositive Power
329,021,793(5)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
329,021,793(5)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
18.0%(6)

12

Type of Reporting Person
CO

 

(4)                                 Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(5)                                 Represents 329,021,793 Class B ordinary shares directly held by CC NETWORK INTERNATIONAL LTD, a British Virgin Islands.  Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(6)                                 Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

3

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
Xi Zeng

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
161,396,567(7)(8)

7

Sole Dispositive Power
161,396,567(8)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
161,396,567(8)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
8.9%(9)

12

Type of Reporting Person
IN

 

(7)                                 Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(8)                                 Represents 161,396,567 Class B ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands company controlled by Xi Zeng. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(9)                                 Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

4

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
ZX INTERNATIONAL LTD

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
161,396,567 (10)(11)

7

Sole Dispositive Power
161,396,567(11)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
161,396,567(11)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
8.9%(12)

12

Type of Reporting Person
CO

 

(10)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(11)                          Represents 161,396,567 Class B ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands.  Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(12)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

5

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
Jiancheng Li

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
129,519,698(13)(14)

7

Sole Dispositive Power
129,519,698(14)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
129,519,698(14)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
7.1%(15)

12

Type of Reporting Person
IN

 

(13)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(14)                          Represents 129,519,698 Class B ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Jiancheng Li. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(15)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

6

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
TIANYU NETWORK INTERNATIONAL LTD

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
129,519,698(16)(17)

7

Sole Dispositive Power
129,519,698(17)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
129,519,698(17)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
7.1%(18)

12

Type of Reporting Person
CO

 

(16)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(17)                          Represents 129,519,698 Class B ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands.  Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(18)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

7

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
Li Zhou

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
83,806,467(19)(20)

7

Sole Dispositive Power
83,806,467(20)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
83,806,467(20)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
4.6%(21)

12

Type of Reporting Person
IN

 

(19)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(20)                          Represents 83,806,467 Class A ordinary shares directly held by ZHOULI NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Li Zhou. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(21)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

8

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
ZHOULI NETWORK INTERNATIONAL LTD

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
83,806,467(22)(23)

7

Sole Dispositive Power
83,806,467(23)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
83,806,467(23)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
4.6%(24)

12

Type of Reporting Person
CO

 

(22)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(23)                          Represents 83,806,467 Class A ordinary shares directly held by ZHOULI NETWORK INTERNATIONAL LTD, a British Virgin Islands.  Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(24)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose

 

9

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
Jiaorong Pan

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
29,249,399(25)(26)

7

Sole Dispositive Power
29,249,399(26)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,249,399(26)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
1.6%(27)

12

Type of Reporting Person
IN

 

(25)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(26)                          Represents 29,249,399 Class A ordinary shares directly held by XUANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Jiaorong Pan. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(27)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

10

 

CUSIP No. 30712L 109

 

1

Name of Reporting Person
XUANYU NETWORK INTERNATIONAL LTD

2

Check the Appropriate Box if a Member of a Group
(a)    x
(b)    o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
29,249,399(28)(29)

7

Sole Dispositive Power
29,249,399(29)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,249,399(29)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
1.6%(30)

12

Type of Reporting Person
CO

 

(28)                          Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively hold 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval.

(29)                          Represents 29,249,399 Class A ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands.  Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(30)                          Calculation is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

11

 

CUSIP No. 30712L 109

 

Item 1(a).

Name of Issuer:
Fangdd Network Group Ltd. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
18/F, Unit B2, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China

 

Item 2(a).

Name of Person Filing:
(i) Yi Duan,

(ii) CC NETWORK INTERNATIONAL LTD,

(iii) Xi Zeng,

(iv) ZX INTERNATIONAL LTD,

(v) Jiancheng Li,

(vi) TIANYU NETWORK INTERNATIONAL LTD,

(vii) Li Zhou,

(viii) ZHOULI NETWORK INTERNATIONAL LTD,

(ix) Jiaorong Pan, and

(x) XUANYU NETWORK INTERNATIONAL LTD

(collectively, the “Reporting Persons”).

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the Reporting Persons is:

 

18/F, Unit B2, Kexing Science Park, 15 Keyuan Road

Technology Park, Nanshan District

Shenzhen, People’s Republic of China

Item 2(c)

Citizenship:
Yi Duan - the People’s Republic of China

CC NETWORK INTERNATIONAL LTD - the British Virgin Islands

Xi Zeng - the People’s Republic of China

ZX INTERNATIONAL LTD - the British Virgin Islands

Jiancheng Li - the People’s Republic of China

TIANYU NETWORK INTERNATIONAL LTD - the British Virgin Islands

Li Zhou — the People’s Republic of China

ZHOULI NETWORK INTERNATIONAL LTD - the British Virgin Islands

Jiaorong Pan — the People’s Republic of China

XUANYU NETWORK INTERNATIONAL LTD - the British Virgin Islands

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, par value US$0.0000001  per share, of the Issuer

 

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to shareholders for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:
30712L 109

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing 25 Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

 

Not applicable

 

12

 

CUSIP No. 30712L 109

 

Item 4.

Ownership:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent
of class(1):

 

Percent of
aggregate
voting
power(2):

 

Sole power
to vote
or direct
the vote:

 

Shared power
to vote or to
direct
the vote(3):

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared
power
to dispose or
to direct the
disposition of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yi Duan

 

329,021,793

(4)

18.0

%

44.4

%

0

 

329,021,793

 

329,021,793

 

0

 

CC NETWORK INTERNATIONAL LTD

 

329,021,793

(4)

18.0

%

44.4

%

0

 

329,021,793

 

329,021,793

 

0

 

Xi Zeng

 

161,396,567

(5)

8.9

%

21.8

%

0

 

161,396,567

 

161,396,567

 

0

 

ZX INTERNATIONAL LTD(

 

161,396,567

(5)

8.9

%

21.8

%

0

 

161,396,567

 

161,396,567

 

0

 

Jiancheng Li

 

129,519,698

(6)

7.1

%

17.5

%

0

 

129,519,698

 

129,519,698

 

0

 

TIANYU NETWORK INTERNATIONAL LTD

 

129,519,698

(6)

7.1

%

17.5

%

0

 

129,519,698

 

129,519,698

 

0

 

Li Zhou

 

83,806,467

(7)

4.6

%

1.1

%

0

 

83,806,467

 

83,806,467

 

0

 

ZHOULI NETWORK INTERNATIONAL LTD

 

83,806,467

(7)

4.6

%

1.1

%

0

 

83,806,467

 

83,806,467

 

0

 

Jiaorong Pan

 

29,249,399

(8)

1.6

%

0.4

%

0

 

29,249,399

 

29,249,399

 

0

 

XUANYU NETWORK INTERNATIONAL LTD

 

29,249,399

(8)

1.6

%

0.4

%

0

 

29,249,399

 

29,249,399

 

0

 

 

(1)                                 The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,823,260,236 ordinary shares (being the sum of 1,203,322,178 Class A ordinary shares and 619,938,058 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

(2)                                 The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to them for vote.

 

(3)                                 Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan, who collectively held 732,993,924 ordinary shares of the Issuer as of December 31, 2019, have agreed to vote in concert for all the matters submitted to shareholders for approval. As a result, the group held 85.3% of the voting power of all the outstanding shares of the Issuer as of December 31, 2019.

 

(4)                                 Represents 329,021,793 Class B ordinary shares held by CC NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. CC NETWORK INTERNATIONAL LTD is controlled by CC Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. CC Network Holding Ltd is controlled by CC Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Yi Duan is the settlor of CC Trust and Yi Duan and his family members are the trust’s beneficiaries. Under the terms of this trust, Yi Duan has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by CC NETWORK INTERNATIONAL LTD.

 

13

 

CUSIP No. 30712L 109

 

(5)                                 Represents 161,396,567 Class B ordinary shares held by ZX INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. ZX INTERNATIONAL LTD is controlled by ZX Rising Ltd, a company incorporated under the laws of British Virgin Islands. ZX Rising Ltd is controlled by ZX Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Xi Zeng is the settlor of ZX Family Trust, and Xi Zeng and his family members are the trust’s beneficiaries. Under the terms of this trust, Xi Zeng has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by ZX INTERNATIONAL LTD.

 

(6)                                 Represents 129,519,698 Class B ordinary shares held by TIANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. TIANYU NETWORK INTERNATIONAL LTD is controlled by Tianyu Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. Tianyu Network Holding Ltd is controlled by Tianyu Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Jiancheng Li is the settlor of Tianyu Family Trust, and Mr. Li and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Li has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by TIANYU NETWORK INTERNATIONAL LTD.

 

(7)                                 Represents 83,806,467 Class A ordinary shares held by ZHOULI NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. ZHOULI NETWORK INTERNATIONAL LTD is controlled by YUMO Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. YUMO Network Holding Ltd is controlled by YUMO Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Ms. Li Zhou is the settlor of YUMO Family Trust, and Ms. Zhou and her family members are the trust’s beneficiaries. Under the terms of this trust, Ms. Zhou has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by ZHOULI NETWORK INTERNATIONAL LTD.

 

(8)                                 Represents 29,249,399 Class A ordinary shares held by XUANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. Ms. Jiaorong Pan is the sole shareholder of XUANYU NETWORK INTERNATIONAL LTD.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

See Item 2(a) in lieu of an exhibit.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

 

Item 10.

Certifications:

 

Not applicable

 

14

 

CUSIP No. 30712L 109

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

15

 

CUSIP No. 30712L 109

 

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: February 14, 2020

 

 

Yi Duan

 

 

 

 

/s/ Yi Duan

 

 

 

 

 

 

 

CC NETWORK INTERNATIONAL LTD

 

 

 

 

By:

/s/ Yi Duan

 

Name:

Yi Duan

 

Title:

Director

 

 

 

 

 

 

 

Xi Zeng

 

 

 

 

/s/ Xi Zeng

 

 

 

 

 

 

\

ZX INTERNATIONAL LTD

 

 

 

 

 

 

By:

/s/ Xi Zeng

 

Name:

Xi Zeng

 

Title:

Director

 

 

 

 

 

 

 

Jiancheng Li

 

 

 

 

/s/ Jiancheng Li

 

 

 

 

 

 

 

TIANYU NETWORK INTERNATIONAL LTD

 

 

 

 

By:

/s/ Jiancheng Li

 

Name:

Jiancheng Li

 

Title:

Director

 

 

 

 

 

 

 

Li Zhou

 

 

 

 

/s/ Li Zhou

 

16

 

 

ZHOULI NETWORK INTERNATIONAL LTD

 

 

 

 

By:

/s/ Li Zhou

 

Name:

Li Zhou

 

Title:

Director

 

 

 

 

 

 

 

Jiaorong Pan

 

 

 

 

/s/ Jiaorong Pan

 

 

 

 

 

 

 

XUANYU NETWORK INTERNATIONAL LTD

 

 

 

 

By:

/s/ Jiaorong Pan

 

Name:

Jiaorong Pan

 

Title:

Director

 

17

Exhibit 99.1

 

CUSIP No. 30712L 109

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.0000001 per share, of Fangdd Network Group Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2020.

 

Yi Duan

/s/ Yi Duan

 

 

 

 

 

 

CC NETWORK INTERNATIONAL LTD

By:

/s/ Yi Duan

 

Name:

Yi Duan

 

Title:

Director

 

 

 

Xi Zeng

/s/ Xi Zeng

 

 

 

 

 

 

ZX INTERNATIONAL LTD

By:

/s/ Xi Zeng

 

Name:

Xi Zeng

 

Title:

Director

 

 

 

Jiancheng Li

/s/ Jiancheng Li

 

 

 

 

 

 

TIANYU NETWORK INTERNATIONAL LTD

By:

/s/ Jiancheng Li

 

Name:

Jiancheng Li

 

Title:

Director

 

 

 

Li Zhou

/s/ Li Zhou

 

 

 

 

 

 

ZHOULI NETWORK INTERNATIONAL LTD

By:

/s/ Li Zhou

 

Name:

Li Zhou

 

Title:

Director

 

 

 

Jiaorong Pan

/s/ Jiaorong Pan

 

 

 

 

 

 

XUANYU NETWORK INTERNATIONAL LTD

By:

/s/ Jiaorong Pan

 

Name:

Jiaorong Pan

 

Title:

Director

 

1