SecProbe.io

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.

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 May 9, 2019 Page 2
 FirstName LastNameYi Duan
Fangdd Network Group Ltd.
May 9, 2019
Page 2
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.

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 May 9, 2019 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       Will H. Cai