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United States securities and exchange commission logo
July 20, 2023
Zeng Xi
Chief Executive Officer
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
Re: Fangdd Network
Group Ltd.
Form 20-F for the
Year Ended December 31, 2022
Filed April 19,
2023
File No. 001-39109
Dear Zeng Xi:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 144
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders, in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
Zeng Xi
FirstName LastNameZeng Xi
Fangdd Network Group Ltd.
Comapany
July NameFangdd Network Group Ltd.
20, 2023
July 20,
Page 2 2023 Page 2
FirstName LastName
2. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Item 16I(b) use terms such
as us, our, or
our company. It is unclear from the context of these disclosures
whether these terms are
meant to encompass you and all of your consolidated foreign operating
entities or whether
in some instances these terms refer solely to Fangdd Network Group
Ltd. Please note that
Item 16I(b) requires that you provide each disclosure for yourself and
your consolidated
foreign operating entities, including variable interest entities or
similar structures. To
clarify this matter, please provide the information required by each
subsection of Item
16I(b) for you and all of your consolidated foreign operating entities
in your supplemental
response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at
(202) 551-3737
with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure Review
Program
cc: Will Cai