SecProbe.io

March 26, 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. 1 to
Draft Registration Statement on Form F-1
Submitted March 5, 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.
Amendment to Draft Offering Statement submitted March 5, 2019
Notes to the Consolidated Financial Statements
(l) Deposits with real estate developers, page F-16
1.We note your response to comment 16.  Please expand your response and your disclosure
to elaborate on how you determined that the likelihood that a real estate developer would
cause you to purchase any unsold properties under a Sales Commitment Arrangement is
remote.  Please address the following in your response and revised disclosure:
•Discuss the fact that you began entering into these Sales Commitment Arrangements

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in 2016, and as such your experience with these types of contracts is very limited and
explain how that factored into your analysis.
•Explain how you considered the fact that the success of these property sales is highly
susceptible to numerous factors outside of your influence, including possible
contractions in the real estate market, changes to government regulations, and
competition from similar projects.
•We note that while some local government authorities have implemented regulations
that prohibit real estate agencies from entering into cooperation agreements with firm-
commitment clauses, you are not currently, and have not in the past been, subject to
such regulations.  Given your disclosure that you have not operated in such areas,
explain why you considered this to be a factor in your analysis.
2.Please address the following with respect to your accounting for Sales Commitment
Arrangements under ASC 606:
•Please explain in greater detail how you determined that the two promised services are
not separately identifiable and therefore not distinct for the purposes of ASC 606-10.
•Clarify for us how marketing properties through Sales Commitment Arrangements
results in potentially higher returns for real estate developers.
•Explain to us whether agents are entitled to their full share of the sales commission at
the time a property sales contract is signed.
3.With respect to your arrangements with funding partners, explain to us in greater detail
how you determined the actions taken by the funding partners represent active
participation rather than due diligence prior to extending funding.  In that regard, please
elaborate on the funding partners participation in strategy and marketing process and
explain to us how any disagreements during that process are resolved.  Finally, please
expand on the profit sharing basis set out in the Collaborative Agreements.  Your response
should include, but not be limited to, a discussion of how profit sharing in a typical
Collaborative Agreement in structured, which party is paid first, and whether any party
has the ability to cancel the arrangement and exit with a predetermined amount.
(r) Revenue, page F-19
4.We note your response to our prior comment 18.  Please provide us with the following
additional information with respect to your analysis of the criteria in ASC Topics 606-10-
55-36 through 606-10-55-40:
•Your response indicates that the scope of services provided under Properties Sales
Agreements are wider than those provided provided by the agents.  Please tell us what
additional services are provided to developers under the property sales agreements and
the significance of the revenue attributed to those services compared to agency
services.  In your response, tell us whether multiple performance obligations are
contained in your Properties Sales Agreements and the rationale behind your
conclusion.
•Tell us how, if at all, developers are able to interact with agents either on, or outside

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your platform.  In your response, tell us whether developers are able to view
information about agents on your platform and select specific agents to provide
services.
•Explain to us whether the company enters into separate agreements with agents at the
time of, or in anticipation of entering into a Properties Sales Agreement with a
developer, or if agreements with agents are executed at the time the agent registers to
use your platform.
•Provide us with more information on how the commission rate between the company
and the agents is determined.  In your response, explain to us whether a standard
commission is determined when an agent registers for your platform, or whether a new
commission rate is negotiated whenever the company enters into an agreement with a
developer.
•Tell us how the company monitors the performance of agents.
•In your response, you state that the Property Sales Contracts obligate the company to
organize agents through the Company's platforms.  Explain to us how this obligation
equates to an obligation to provide agency services.  Cite any relevant sections of your
Property Sales Contracts in your response.
            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,
Division of Corporation Finance
Office of Real Estate and
Commodities