SecProbe.io

July 3, 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. 4 to
Draft Registration Statement on Form F-1
Submitted June 6, 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 June 6, 2019
Financial Statements
9. Equity Method Investments, page F-36
1.Please tell us whether the limited partnerships formed as part of your Sales Commitment
Arrangements are variable interest entities as contemplated by ASC topic 810-10-15-14.
Your response should include, but not be limited to, a discussion of whether the limited
partnerships have sufficient equity at risk to permit the entity to finance its activites
without additional subordinated financial support.  In that regard, we note your disclosure

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 July 3, 2019 Page 2
 FirstName LastName
Yi Duan
Fangdd Network Group Ltd.
July 3, 2019
Page 2
on page F-53 that the Group is committed to make further capital injections into the
limited partnerships.
2.To the extent you have determined that the limited partnerships involved in the Sales
Commitment Arrangements are VIEs, please provide us with a detailed analysis
explaining how you arrived at the conclusion that the Group is not the primary
beneficiary.
            You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Josh Lobert at 202-551-7150 or Sonia Barros at 202-551-3655 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       Will H. Cai