Fangdd Network (DUO) SC 13D/AFangdd Network / Zeng Xi ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Fangdd Network Group Ltd.

(Name of Issuer)

Class A Ordinary Shares, Par Value US$0.0005625 Per Share

(Title of Class of Securities)

G33147110

(CUSIP Number)

Xi Zeng

Room 1501, Shangmei Technology Building

15 Dachong Road

Nanshan District, Shenzhen, 518072

People’s Republic of China

Phone: +86 755 2699 8968

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 10, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

(1) Represents one Class A ordinary share, 28,693 Class B ordinary shares and 5,159 Class C ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands company, which is wholly owned by Mr. Xi Zeng.

(2) Calculated based on the number in Row 11 above divided by 16,674,721 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 16,582,376 outstanding Class A ordinary shares, (ii) 87,186 outstanding Class B ordinary shares, and (iii) 5,159 outstanding Class C ordinary shares, as disclosed in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2024. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by Mr. Xi Zeng represent approximately 75.1% of the aggregate voting power of the total outstanding ordinary shares of the Issuer.

(3) Represents one Class A ordinary share, 28,693 Class B ordinary shares and 5,159 Class C ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands company.

(4) Calculated based on the number in Row 11 above divided by 16,674,721 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 16,582,376 outstanding Class A ordinary shares, (ii) 87,186 outstanding Class B ordinary shares, and (iii) 5,159 outstanding Class C ordinary shares, as disclosed in the Issuer’s prospectus supplement filed with the Commission on October 11, 2024. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by ZX INTERNATIONAL LTD represent approximately 75.1% of the aggregate voting power of the total outstanding ordinary shares of the Issuer.

This statement on Schedule 13D (this “Statement”) constitutes Amendment No.2 to the Schedule 13D initially filed with the Commission by Mr. Xi Zeng and ZX INTERNATIONAL LTD on November 30, 2022 (the “Original Statement”) and Amendment No. 1 to the Original Statement filed with the Commission on April 21, 2023 (the “Amendment No. 1,” and together with the Original Statement, the “Prior Statement”), with respect to Class A ordinary shares, par value US$0.0005625 per share, of Fangdd Network Group Ltd., a Cayman Islands company (the “Issuer”).

The Issuer’s Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “DUO.”

Except as provided herein, this Statement does not modify any of the information previously reported on the Prior Statement.

Item 2 of the Prior Statement is hereby amended and restated in its entirety as follows:

(a) This Statement is being filed jointly by Mr. Xi Zeng and ZX INTERNATIONAL LTD (each, a “Reporting Person,” and collectively, the “Reporting Persons”).

(b) Mr. Xi Zeng is the chairman of the board of directors and chief executive officer of the Issuer. The business address of Mr. Xi Zeng is Room 1501, Shangmei Technology Building, 15 Dachong Road, Nanshan District, Shenzhen, 518072, People’s Republic of China.

The registered address of ZX INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola, VG 1110 British Virgin Islands.

(c) Mr. Xi Zeng is a citizen of the People’s Republic of China. His principal occupation is chief executive officer of the Issuer.

ZX INTERNATIONAL LTD is a company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Xi Zeng.

(d)-(e) During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(c).

Item 3 of the Prior Statement is hereby amended and supplemented by the following paragraphs:

On October 10, 2024, the Issuer entered into a share subscription agreement with ZX INTERNATIONAL LTD, under which the Issuer agreed to sell and issue to ZX INTERNATIONAL LTD 3,901 Class C ordinary shares, par value US$0.0005625 per share, at a per share price of US$2.53. The purchase was funded by existing capital held by the Reporting Persons.

The description of the share subscription agreement is qualified in its entirety by reference to the full text of the share subscription agreement, a copy of which is filed herewith as Exhibit 7.04 and incorporated herein by reference.

Item 5 of the Prior Statement is hereby amended and restated in its entirety as follows:

(a)-(b) The responses of each Reporting Person to rows (7) through (13) of the cover page of this Statement are hereby incorporated by reference in their entirety in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is based on 16,674,721 ordinary shares of the Issuer as a single class, being the sum of (i) 16,582,376 outstanding Class A ordinary shares, (ii) 87,186 outstanding Class B ordinary shares, and (iii) 5,159 outstanding Class C ordinary shares, as disclosed in the Issuer’s prospectus supplement filed with the Commission on October 11, 2024.

Except as disclosed in this Statement, none of the Reporting Persons beneficially owns any ordinary shares or has the right to acquire any ordinary shares.

Except as disclosed in this Statement, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any ordinary shares of the Issuer that they may be deemed to beneficially own.

(c) See the transactions described in “Item 3 – Source or Amount of Funds or Other Consideration.”

Except as disclosed in this Statement, none the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

(d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6 of the Prior Statement is hereby amended and supplemented by the following paragraphs:

On October 10, 2024, the Issuer entered into a share subscription agreement with ZX INTERNATIONAL LTD, under which the Issuer agreed to sell and issue to ZX INTERNATIONAL LTD 3,901 Class C ordinary shares, par value US$0.0005625 per share, at a per share price of US$2.53.

The description of the share subscription agreement is qualified in its entirety by reference to the full text of the share subscription agreement, a copy of which is filed herewith as Exhibit 7.04 and incorporated herein by reference.

Item 7 of the Prior Statement is hereby amended and supplemented by the following exhibit:

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: October 15, 2024