May 9, 2019
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.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted April 25, 2019
CIK No. 0001750593
Dear Mr. Duan:
We have reviewed your amended draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Form DRS F-1 Filed April 26, 2019
Risk Factors, page 16
1. Please revise to expand your risk factor disclosure to include a
discussion of the risks
associated with the jury trial waiver in your deposit agreement and
impacts of the
provision on shareholders.
Yi Duan
FirstName LastNameYi Ltd.
Fangdd Network Group Duan
Comapany NameFangdd Network Group Ltd.
May 9, 2019
May 9, 2019 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 79
2. Please revise your disclosure to include a discussion of the error you
discovered in prior
period financial statements and the impact of the error on your
results of operations.
2. Summary of Signficant Accounting Policies
(b) Restatement of 2016 and 2017 financial statements, page F-14
3. We note your disclosure related to your restatement of previously
issued financial
statements to state the value of your Redeemable Convertible Preferred
Shares at
redemption value. Please provide us with a detailed analysis showing
how you came to
this determination, how you determined the restatement amounts, and
providing
reference to the applicable accounting literature.
9. Equity Method Investments, page F-36
4. We note from your prior response to our comments and your disclosure
that you did not
enter into any new sales commitment arrangements with developers in
2018 and that you
have revised your strategy and decided not to enter into any new sales
commitment
arrangements with developers from 2018 onwards. We also note from your
disclosure on
page F-37 that you injected capital into several equity method
investees during 2018
related to your sales commitment arrangements. Please clarify for us
the purpose of these
equity method investments in 2018 and how they relate to your sales
commitment
arrangements.
13. Accrued expenses and other payables, page F-40
5. We note in note (3) to footnote 13 that as part of your sales
commitment arrangements,
you may enter into collaborative arrangements with independent third
parties or equity
method investees to fund deposits required under the sales commitment
arrangements, and
that you share the base commission income and sales incentive income
earned with these
partners. We also note that your revenues under these contracts with
collaborative
arrangements were greater in 2018 than in previous years, despite the
fact that you did not
enter into any sales commitment arrangements in 2018, as disclosed
elsewhere. Please tell
us how these revenues were generated and if they are only earned under
sales commitment
arrangements, as your disclosure appears to indicate, or if you enter
into collaborative
arrangements for purposes other than the sales commitment
arrangements.
Yi Duan
Fangdd Network Group Ltd.
May 9, 2019
Page 3
You may contact Eric Mcphee, Staff Accountant, at 202-551-3693 or
Robert Telewicz,
Accounting Branch Chief, at 202-551-3438 if you have questions regarding
comments on the
financial statements and related matters. Please contact Joshua Lobert, Staff
Attorney, at 202-
551-7150 or Sonia Barros, Assistant Director, at 202-551-3655 with any other
questions.
Sincerely,
FirstName LastNameYi Duan Division of
Corporation Finance
Office of Real
Estate and
Comapany NameFangdd Network Group Ltd.
Commodities
May 9, 2019 Page 3
cc: Will H. Cai
FirstName LastName