UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2022

 

Commission file number: 001-39109

 

Fangdd Network Group Ltd.

 

Room 602, Unit B4, Kexing Science Park 

15 Keyuan Road, Technology Park 

Nanshan District, Shenzhen, 518057 

People’s Republic of China 

Phone: +86 755 2699 8968

(Address and Telephone Number of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F  x          Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press Release
99.2	Notice of Extraordinary General Meeting of Shareholders
99.3	Form of Proxy for Extraordinary General Meeting of Shareholders
99.4	Voting Card for ADS Holders

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Fangdd Network Group Ltd.
	By:	/s/ Xi Zeng
		Name:	Xi Zeng
		Title:	Chief Executive Officer

 

Date: September 8, 2022

 

 

 

Exhibit 99.1

 

FANGDD TO HOLD AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

ON OCTOBER 14, 2022

 

SHENZHEN, China, September 8, 2022 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a leading property technology company in China, today published a notice to announce that it will hold an extraordinary general meeting (the “EGM”) of shareholders (the “Notice of EGM”) at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China on October 14, 2022 at 9:00 am (Beijing time), for the purposes of considering and, if thought fit, passing the Proposed Resolution set forth in the Notice of EGM. The Notice of EGM and proxy card for the EGM are available on the Company’s website at http://ir.fangdd.com/. The board of directors of FangDD fully supports the Proposed Resolution listed in the Notice of EGM and recommends that shareholders and holders of ADSs vote in favor of the resolution set out in the Notice of EGM.

 

Holders of record of Class A ordinary shares and Class B ordinary shares of the Company at the close of business on September 9, 2022, Beijing time are entitled to attend and vote at the EGM and any adjourned or postponed meeting thereof. Holders of American depositary shares (the “ADSs”) as of the close of business on September 9, 2022, New York time, who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders.

 

About FangDD

 

Fangdd Network Group Ltd. (Nasdaq: DUO) is a leading property technology company in China, operating one of the largest online real estate marketplaces in the country. 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

 

 

 

Exhibit 99.2

 

FANGDD NETWORK GROUP LTD.

An exempted company with limited liability incorporated in the Cayman Islands

(Nasdaq: DUO)

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

To Be Held on October 14, 2022

 

NOTICE IS HEREBY GIVEN, THAT an extraordinary general meeting (the “EGM”) of Fangdd Network Group Ltd. (the “Company”) will be held at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China on October 14, 2022 at 9:00 am (Beijing time), for the purposes of considering and, if thought fit, passing the following resolution (the “Proposed Resolution”):

 

AS AN ORDINARY RESOLUTION, THAT the authorized share capital of the Company be increased from US$500 divided into 5,000,000,000 shares comprising of (i) 3,380,061,942 Class A ordinary shares of a par value of US$0.0000001 each (“Class A Ordinary Shares”), (ii) 619,938,058 Class B ordinary shares of a par value of US$0.0000001 each (“Class B Ordinary Shares”), and (iii) 1,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the board of directors (the “Board”) may determine in accordance with Article 9 of the currently effective articles of association of the Company (the “Articles”) to US$5,000 divided into 50,000,000,000 shares comprising of (i) 30,000,000,000 Class A Ordinary Shares, (ii) 10,000,000,000 Class B Ordinary Shares, and (iii) 10,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles, by creating an additional (i) 26,619,938,058 Class A Ordinary Shares, (ii) 9,380,061,942 Class B Ordinary Shares, and (iii) 9,000,000,000 shares of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles.

 

Holders of Ordinary Shares Entitled to Vote; the Ordinary Shares Record Date

 

Holders of record of our Class A Ordinary Shares and Class B Ordinary Shares (collectively, the “Ordinary Shares”) as of the close of business, Beijing time, on September 9, 2022 (the “Ordinary Share Record Date”) are entitled to attend and vote at the EGM and any adjournment or postponement thereof.

 

Holders of record of Ordinary Shares registered on our register of members as of the Ordinary Share Record Date may either (1) attend the EGM in person to vote or (2) return a properly dated and executed proxy card by e-mail to ir@fangdd.com, or by mail or by hand to us at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China, which should be received by no later than 10:00 a.m., Beijing time, on October 12, 2022.

 

Holders of ADSs Entitled to Vote; ADS Record Date

 

Holders of American depositary shares (the “ADSs”) as of the close of business, New York time, on September 9, 2022 (the “ADS Record Date”), who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders. Please be aware that, because of the difference between Beijing time and New York time, if a holder of ADSs cancels his or her ADSs in exchange for Class A Ordinary Shares on September 9, 2022, New York time, such holder of ADSs will not be able to instruct The Bank of New York Mellon, as depositary of the ADSs, as to how to vote the Class A Ordinary Shares represented by the cancelled ADSs as described above, and will also not be a holder of those Class A Ordinary Shares as of the record date applicable to holders of Ordinary Shares for the purpose of determining the eligibility to attend and vote at the EGM.

 

Holders of ADSs who wish to exercise their voting rights for the underlying Class A Ordinary Shares must act through The Bank of New York Mellon by submitting a voting instruction card to The Bank of New York Mellon. We have instructed The Bank of New York Mellon to disseminate to ADS holders a voting instruction card which would include instructions as to voting by ADS holders and a notice of meeting providing to ADS holders information with regard to the EGM on or about September 15, 2022. If you wish to have The Bank of New York Mellon vote the Class A Ordinary Shares represented by your ADSs, you will need to execute and timely forward to The Bank of New York Mellon, or to your bank, brokerage or other securities intermediary, as the case may be, the voting instruction card sent to you by The Bank of New York Mellon in accordance with the instructions provided by The Bank of New York Mellon. The voting instruction card should be executed in such a manner to show clearly how you wish to vote in regard to each matter to be considered at the EGM.

 

 

Upon the timely receipt of a properly completed ADS voting instruction card by The Bank of New York Mellon, it, as depositary of the ADSs, will endeavor, to the extent practicable, to vote or cause to be voted at the EGM the number of Class A Ordinary Shares represented by the ADSs evidenced by American depositary receipts related to those ADSs, in accordance with the instructions set forth in the voting instruction card. As the holder of record for all the Class A Ordinary Shares represented by the ADSs, only The Bank of New York Mellon may vote those Class A Ordinary Shares at the EGM. Holders of ADSs may attend, but may not vote at, such meeting.

 

If (1) the ADS voting instruction card is signed but is missing voting instructions, (2) the ADS voting instruction card is improperly completed or (3) no ADS voting instruction card is received by The Bank of New York Mellon from a holder of ADSs prior to 12:00 p.m., New York Time, on October 7, 2022, The Bank of New York Mellon will deem such holder of ADSs to have instructed it to give a proxy to a person designated by the Company.

 

Information for Attending the EGM in Person

 

Holders of record of Ordinary Shares registered on our register of members as of the Ordinary Share Record Date may attend the EGM with valid proof of identification.

 

Holders of ADSs on the ADS Record Date may attend the EGM with valid proof of identification and ADS ownership as of the ADS Record Date. Those who hold ADSs indirectly through a brokerage firm, bank or other financial institution should contact their brokerage firm, bank or other financial institution for a letter or brokerage statement confirming their ADS ownership as of such date to bring along with valid proof of identification to the EGM.

 

We encourage shareholders and ADS holders planning to attend the EGM in person to pre-register by sending an email to ir@fangdd.com.

 

In order to prevent the spread of COVID-19 and to safeguard the health and safety of shareholders, the Company may implement certain precautionary measures at the EGM. All officers and agents of the Company reserve the right to refuse any person entry to the EGM venue, or to instruct any person to leave the EGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the EGM.

 

We intend to hold the EGM in person at the location specified above. However, we are actively monitoring the COVID-19 pandemic, and are sensitive to the public health and travel concerns our shareholders may have and the protocols that national and local governments may impose. In the event that it is not possible or advisable to hold the EGM at the time or the location specified above, we will announce on our website (http://ir.fangdd.com/) and the website of the U.S. Securities and Exchange Commission (www.sec.gov) alternative arrangements for the meeting as promptly as practicable. Please monitor our website and the website of the U.S. Securities and Exchange Commission for updated information. If you are planning to attend the EGM, please check the websites one week prior to the meeting date. We encourage you to vote your shares by proxy (for holders of Ordinary Shares) or voting instruction (for holders of ADSs) prior to the EGM.

 

	By Order of the Board of Directors,
	Fangdd Network Group Ltd.

 

 

	By:	/s/ Xi Zeng
	Name:	Xi Zeng
	Title:	Chairman of the Board of Directors

 

Shenzhen, China
September 8, 2022

 

 

 

Exhibit 99.3

 

FANGDD NETWORK GROUP LTD. 

An exempted company with limited liability incorporated in the Cayman Islands 

(Nasdaq: DUO)

 

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held on October 14, 2022
(or any adjournment(s) or postponement(s) thereof)

 

Introduction

 

This form of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors (the “Board”) of Fangdd Network Group Ltd. (the “Company”) of proxies from the holders of the issued and outstanding Class A ordinary shares and Class B ordinary shares, par value US$0.0000001 per share, of the Company (collectively, the “Ordinary Shares”) to be exercised at the Extraordinary General Meeting of the Company (the “EGM”) to be held at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China on October 14, 2022 at 9:00 am (Beijing time), and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Extraordinary General Meeting of Shareholders (the “EGM Notice”).

 

Only the holders of record of the Ordinary Shares on the Company’s register of members at the close of business on September 9, 2022, Beijing time are entitled to receive notice of, attend and vote at the EGM. In respect of the matters requiring shareholders’ vote at the EGM, each Class A ordinary share shall entitle the holder thereof to one vote and each Class B ordinary share shall entitle the holder thereof to ten votes. Voting by holders of Ordinary Shares at the EGM will be by a show of hands unless the chairman of the meeting or any shareholder holding not less than 10% of the votes attaching to all shares present in person or by proxy demands that a poll be taken.

 

The quorum of the EGM is at least one or more holders of Ordinary Shares which carry in aggregate not less than one-third of all votes attaching to all Ordinary Shares in issue and entitled to vote at the EGM, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative throughout the EGM.

 

This Form of Proxy is available to shareholders beginning on September 12, 2022. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his/her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the EGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the EGM. However, if any other matter properly comes before the EGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein.

 

Any proxy given by a holder of Ordinary Shares may be revoked by the person giving it at any time before its use by:

 

•

holders of Ordinary Shares registered on our register of members by executing and delivering a written notice of revocation or a duly executed proxy bearing a later date by email to ir@fangdd.com, or by mail or hand to Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China pursuant to the instructions above, which should be received by 10:00 a.m., Beijing time, on October 12, 2022; and

 

•

attending the EGM and voting in person for holders of Ordinary Shares registered on our register of members. Attendance at the EGM in and of itself does not revoke a prior proxy.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the EGM.

 

FANGDD NETWORK GROUP LTD.
An exempted company with limited liability incorporated in the Cayman Islands 

(Nasdaq: DUO)

 

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China on October 14, 2022 at 9:00 am (Beijing time)
(or any adjournment(s) or postponement(s) thereof)

 

I/We                                  of                                                                                                                                            , the undersigned, being the registered holder(s) of                             Class A ordinary shares ^(Note 1), par value US$0.0000001 per share, of Fangdd Network Group Ltd. (the “Company”) and                             Class B ordinary shares ^{(Note 1 )}, par value US$0.0000001 per share, of the Company, hereby appoint the Chairman of the Extraordinary General Meeting ^(Note 2) or                                   of                                                       as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (the “EGM”) (or at any adjournment(s) or postponement(s) thereof), and in the event of a poll voting, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

	FOR(Note 3)	AGAINST(Note 3)	ABSTAIN(Note 3)
AS AN ORDINARY RESOLUTION,   THAT the authorized share capital of the Company be increased from US$500 divided into 5,000,000,000 shares comprising of (i) 3,380,061,942 Class A ordinary shares of a par value of US$0.0000001 each (“Class A Ordinary Shares”), (ii) 619,938,058 Class B ordinary shares of a par value of US$0.0000001 each (“Class B Ordinary Shares”), and (iii) 1,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the board of directors (the “Board”) may determine in accordance with Article 9 of the currently effective articles of association of the Company (the “Articles”) to US$5,000 divided into 50,000,000,000 shares comprising of (i) 30,000,000,000 Class A Ordinary Shares, (ii) 10,000,000,000 Class B Ordinary Shares, and (iii) 10,000,000,000 shares of a par value of US$0.0000001 each of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles, by creating an additional (i) 26,619,938,058 Class A Ordinary Shares, (ii) 9,380,061,942 Class B Ordinary Shares, and (iii) 9,000,000,000 shares of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles.

 

Dated                                                      , 2022

Signature(s)(Note 4)

 

Notes:

 

1

Please insert the number of the class of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s). You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution.

2

If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

 

 

3

IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN,” OR INDICATE YOUR VOTING PREFERENCE BY INSERTING THE NUMBER OF SHARES TO BE VOTED FOR OR AGAINST OR TO ABSTAIN, THE BOXES ABOVE IN RESPECT OF EACH RESOLUTION. FAILURE TO COMPLETE ANY OR ALL THE BOXES WILL ENTITLE YOUR PROXY TO CAST HIS OR HER VOTES AT HIS OR HER DISCRETION.

4

This proxy form must be signed by you or your duly authorized attorney in writing or, in the case of a corporation, must be executed under the hand of an officer or duly authorized attorney to sign the same. If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. If you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show of hands.