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United States securities and exchange commission logo
January 28, 2022
Yi Duan
Chief Executive Officer
Fangdd Network Group Ltd.
18/F, Unit B2, Kexing Science Park
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen, 518057
People s Republic of China
Re: Fangdd Network
Group Ltd.
Form 20-F for the
year ended December 31, 2020
Filed on March 31,
2021
File no. 001-39109
Dear Mr. Duan:
We have reviewed your December 22, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
December 9, 2021 letter.
Form 20-F for the year ended December 31, 2020
Part I, page 1
1. We note your response
to our prior comment 2. Please further expand your disclosures at
the outset of Part I to
also address whether your auditor is subject to the determinations
announced by the PCAOB
on December 16, 2021 and whether and how the Holding
Foreign Companies
Accountable Act and related regulations will affect your company.
2. We note your response
to our prior comment 3. Please also refrain from using terms such
as our consolidated
VIE when describing activities or functions of the VIE. In that
regard, please ensure
consistent references to the VIE throughout your filing.
Yi Duan
Fangdd Network Group Ltd.
January 28, 2022
Page 2
Item 3. Key Information, page 4
3. We note your response to our prior comment 9 and your expanded
disclosures related to
the Accelerating Holding Foreign Companies Accountable Act. Similar to
our comment
number 1 above, please further expand your disclosures to address
whether your auditor is
subject to the determinations announced by the PCAOB on December 16,
2021.
D. Risk Factors, page 19
4. We note your disclosure about the Holding Foreign Companies
Accountable Act. Please
expand your risk factors to disclose that the United States Senate has
passed the
Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to
two years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to
implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 if you have any questions.
FirstName LastNameYi Duan Sincerely,
Comapany NameFangdd Network Group Ltd.
Division of
Corporation Finance
January 28, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName