SecProbe.io

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 Fangdd
Network Group Ltd.

 Room 1501, Shangmei Technology Building

 15 Dachong Road

 Nanshan District, Shenzhen, 518072

 People's Republic of China

 September 22, 2025

 VIA EDGAR

 Mr. David Link

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re: Fangdd Network Group Ltd. (CIK: 0001750593)
 Registration Statement on Form F-3 (File No. 333-289070)

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933 ("Act"), as amended, Fangdd Network Group Ltd. (the "Company") hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "Registration Statement") be accelerated
to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time, on September 26, 2025, or as soon thereafter as
practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company's U.S. counsel, Cooley LLP.

 [ Signature page follows ]

 Very truly yours,

 Fangdd Network Group Ltd.

 By:
 /s/ Xi Zeng

 Name:
 Xi Zeng

 Title:
 Chairman of the Board of Directors and
Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 6, 2025

Xi Zeng
Chief Executive Officer
Fangdd Network Group Ltd.
Room 1501, Shangmei Technology Building
15 Dachong Road
Nanshan District, Shenzhen, 518072
People's Republic of China

 Re: Fangdd Network Group Ltd.
 Registration Statement on Form F-3
 Filed on July 30, 2025
 File No. 333-289070
Dear Xi Zeng:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact David Link at 202-551-3356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Will H. Cai
</TEXT>
</DOCUMENT>

September 4, 2024
Xi Zeng
Chief Executive Officer
Fangdd Network Group Ltd.
Room 1501, Shangmei Technology Building
No. 15 Dachong Road
Nanshan District, Shenzen, 518072
People's Republic of China
Re:Fangdd Network Group Ltd.
Form 20-F for the year ended December 31, 2023
Filed on April 19, 2024
File No. 001-39109
Dear Xi Zeng:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Fangdd Network Group Ltd.

Room 1501, Shangmei Technology Building

No. 15 Dachong Road

Nanshan District, Shenzen, 518072

People’s Republic of China

September 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ameen Hamady

Ms. Shannon Menjivar

Ms. Pearlyne Paulemon

Ms. Brigitte Lippmann

Re: Fangdd Network Group Ltd. (the “Company”)

Form 20-F for the year ended December
31, 2023

Filed on April 19, 2024

File No. 001-39109

Dear Mr. Hamady, Ms. Menjivar, Ms. Paulemon and Ms. Lippmann:

This letter sets forth the
Company’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the letter dated August 19, 2024 (the “Comment Letter”)
on Form 20-F filed with the Commission on April 19, 2024 (the “Form 20-F”). The Staff’s comment is repeated
below in bold and is followed by the Company’s response.

Form 20-F for the year ended December 31,
2024

Report of Independent Registered Public
Accounting Firm, page F-2

1. Please amend your filing to have your auditor (Audit Alliance LLP) remove the language in the fourth
paragraph which states “and in accordance with auditing standards generally accepted in the United States of America.” Please
refer to PCAOB Auditing Standard 3101.

In response to the
Staff’s comment, the Company respectfully submits that its auditor, Audit Alliance LLP, agrees to remove the language of “and
in accordance with auditing standards generally accepted in the United States of America” from the fourth paragraph on page F-2
of the Report of Independent Registered Public Accounting Firm issued by Audit Alliance LLP. The Company plans to file an amendment to
the Form 20-F to reflect the change once it clears the Staff’s comment.

*     *     *

If you have any questions
regarding this submission, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via
e-mail at wcai@cooley.com, or Jie Zhang of Cooley LLP at +852-3758-1231 or via email at jzhang@cooley.com.

    Very truly yours,

    /s/ Xi Zeng

    Xi Zeng

    Chief Executive Officer

cc: Linda Li, Director of Capital Markets Department, Fangdd
Network Group Ltd.

Shuiying Chen, Financial Controller,
Fangdd Network Group Ltd.

Will H. Cai, Esq. Cooley LLP

Jie Zhang, Esq. Cooley LLP

Michael Fok, Partner, Audit Alliance
LLP

August 19, 2024
Xi Zeng
Chief Executive Officer
Fangdd Network Group Ltd.
Room 1501, Shangmei Technology Building
No. 15 Dachong Road
Nanshan District, Shenzen, 518072
People's Republic of China
Re:Fangdd Network Group Ltd.
Form 20-F for the year ended December 31, 2023
Filed on April 19, 2024
File No. 001-39109
Dear Xi Zeng:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F of the year ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page F-2
1.Please amend your filing to have your auditor (Audit Alliance LLP) remove the language
in the fourth paragraph which states “and in accordance with auditing standards generally
accepted in the United States of America.” Please refer to PCAOB Auditing Standard
3101.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713 with any

August 19, 2024
Page 2
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
August 21, 2023
Zeng Xi
Chief Executive Officer
Fangdd Network Group Ltd.
Room 602, Unit B4, Kexing Science Park
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen, 518057
People’s Republic of China
Re:Fangdd Network Group Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39109
Dear Zeng Xi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Will Cai

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Fangdd Network Group Ltd.

Room 4106, Building 12B1

Shenzhen Bay Ecological Technology Park

Nanshan District, Shenzhen, 518067

People’s Republic of China

August 3, 2022

VIA EDGAR

Mr. Kyle Wiley

Ms. Jennifer Thompson

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

 Re: Fangdd Network Group Ltd. (the “Company”)

Responses to the Staff’s Comment
Letter Dated July 20, 2023

File No. 001-39109

Dear Mr. Wiley and Ms. Thompson:

This letter sets forth the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the letter dated July 20, 2023 (the “Comment Letter”)
on Form 20-F for the fiscal year ended December 31, 2022 publicly filed with the Commission on April 19, 2023 (the “Form 20-F”).

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not defined herein are used
herein as defined in the Registration Statement. The Company respectfully advises the Staff that where the Company proposes to add or
revise disclosure to its future filings on Form 20-F in response to the Staff’s comments, the changes to be made will be subject
to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.

Form 20-F for the year ended December 31,
2022

Item 16I. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections, page 144

 1. We note your statement that
                                            you reviewed your register of members and public filings made by your shareholders, in connection
                                            with your required submission under paragraph (a). Please supplementally describe any additional
                                            materials that were reviewed and tell us whether you relied upon any legal opinions or third
                                            party certifications such as affidavits as the basis for your submission. In your response,
                                            please provide a similarly detailed discussion of the materials reviewed and legal opinions
                                            or third party certifications relied upon in connection with the required disclosures under
                                            paragraphs (b)(2) and (3).

In connection with the required submission
under paragraphs (a), (b)(2) and (b)(3) of Item 16I, the Company respectfully submits that the Company has also reviewed the
following publicly available documents in addition to its register of members in the Cayman Islands.

 · The beneficial ownership report on
                                            Schedule 13G/A filed by Yi Duan, CC NETWORK INTERNATIONAL LTD, Jiancheng Li, TIANYU NETWORK
                                            INTERNATIONAL LTD, Li Zhou, ZHOULI NETWORK INTERNATIONAL LTD, Jiaorong Pan, and XUANYU NETWORK
                                            INTERNATIONAL LTD on February 14, 2023 with respect to the Company’s securities.

 · The beneficial ownership report on
                                            Schedule 13D filed by Xi Zeng and ZX INTERNATIONAL LTD on December 9, 2022 with respect
                                            to the Company’s securities.

 · The beneficial ownership report on
                                            Schedule 13G/A filed by Merlinano Limited, CDH Venture Partners II, L.P. and CDH Venture
                                            GP II Company Limited on April 13, 2022 with respect to the Company’s securities.

The Company has not relied upon any
legal opinions or third party certifications such as affidavits as the basis of its submission. To the Company’s best knowledge
after examining the aforementioned Schedule 13Gs, Schedule 13Ds and the amendments thereto as well as the register of members, no shareholder
beneficially owned 5% or more of the Company’s total outstanding shares and voting power as of March 31, 2023 (the most recent
practicable date disclosed in 2022 Form 20-F), except for Mr. Xi Zeng, the chairman of the board of directors and chief executive
officer of the Company, controlled 70.8% of the Company’s voting power. As of March 31, 2023, Mr. Zeng held 161,396,567
Class B ordinary shares and 5,700,000 Class C ordinary shares through ZX INTERNATIONAL LTD, a company incorporated in the British
Virgin Islands. Therefore, the Company is not owned or controlled by a governmental entity in the foreign jurisdiction.

In addition, the Company’s subsidiaries
in the British Virgin Islands, Hong Kong, and Mainland China are wholly owned or controlled by the Company. Furthermore, the Company
is the primary beneficiary of the VIE and its subsidiaries. It has the power to direct the activities of the VIE and the VIE’s
subsidiaries that most significantly impact their economic performance, receive substantially all of the economic benefits of the VIE
and the VIE’s subsidiaries, and have an exclusive option to purchase all or part of the equity interest in the VIE when and to
the extent permitted by PRC law. Therefore, the Company’s subsidiaries, VIE and the VIE’s subsidiaries are not owned or controlled
by a governmental entity in the foreign jurisdiction.

 2. In order to clarify the scope
                                            of your review, please supplementally describe the steps you have taken to confirm that none
                                            of the members of your board or the boards of your consolidated foreign operating entities
                                            are officials of the Chinese Communist Party. For instance, please tell us how the board
                                            members’ current or prior memberships on, or affiliations with, committees of the Chinese
                                            Communist Party factored into your determination. In addition, please tell us whether you
                                            have relied upon third party certifications such as affidavits as the basis for your disclosure.

The Company respectfully submits that
it conducted inquiries and collected questionnaires from the members of the boards of directors of the Company, its significant subsidiaries
and consolidated foreign operating entities in relation to whether any of them is an official of the Chinese Communist Party. Each of
those members of the boards of directors has confirmed in the respective questionnaire that she or he is not an official of the Chinese
Communist Party during the term of serving as a director of the Company, its subsidiaries or consolidated foreign operating entities.
In addition, the Company conducted internet research using keywords of the names of the members of the boards of directors of the Company,
its subsidiaries and consolidated foreign operating entities, and reviewed whether the search results reveal that any of those directors
is an official of the Chinese Communist Party. In terms of the members of the boards of directors who are employees of the Company, based
on the employment profiles of the employees retained by the Company, the Company also confirmed that they are not officials of the Chinese
Communist Party. The Company respectfully submits that it did not rely upon any legal opinions or third party certifications such as
affidavits as the basis of its submission.

    2

 3. We note that your disclosures
                                            pursuant to Item 16I(b) use terms such as “us,” “our,” or “our
                                            company.” It is unclear from the context of these disclosures whether these terms are
                                            meant to encompass you and all of your consolidated foreign operating entities or whether
                                            in some instances these terms refer solely to Fangdd Network Group Ltd. Please note that
                                            Item 16I(b) requires that you provide each disclosure for yourself and your consolidated
                                            foreign operating entities, including variable interest entities or similar structures. To
                                            clarify this matter, please provide the information required by each subsection of Item 16I(b) for
                                            you and all of your consolidated foreign operating entities in your supplemental response.

The Company respectfully proposes to
revise the disclosure in the last paragraph of “Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections”
in its future Form 20-F filings as follows (with changes marked in italics, deletions as strike-through and additions underlined):

“As of the date of this annual
report, (i) no ordinary shares of our company Fangdd Network Group Ltd., its subsidiaries, the VIE and the
VIE’s subsidiaries are held by governmental entities in Mainland China, Hong Kong, British Virgin Islands or Cayman Islands
in which we are incorporated; (ii) no governmental entities in Mainland China, the jurisdiction of our former auditor,
have a controlling financial interest with respect to us Fangdd Network Group Ltd., its subsidiaries,
the VIE and the VIE’s subsidiaries; (iii) no member of the board of directors of our company or our variable
interest entities Fangdd Network Group Ltd., its subsidiaries, the VIE and the VIE’s subsidiaries is an
official of the Chinese Communist Party; and (vi) our the currently effective memorandum and articles
of associate of each Fangdd Network Group Ltd., its subsidiaries, the VIE and the VIE’s subsidiaries do not contain
charter or the text of charter of the Chinese Communist Party.”

*	     *	     *

    3

If you have any questions
regarding this submission, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via
e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Xi Zeng

    Xi Zeng

    Chief Executive Officer and Chairman of the Board of Directors

 cc: Jiaorong Pan, Chief Operating Officer, Fangdd
                                            Network Group Ltd.

    Will H. Cai, Esq. Cooley LLP

    Jie Zhang, Esq. Cooley LLP

    Cheney Fu, Director, Audit Alliance
LLP

    4

United States securities and exchange commission logo
July 20, 2023
Zeng Xi
Chief Executive Officer
Fangdd Network Group Ltd.
Room 602, Unit B4, Kexing Science Park
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen, 518057
People’s Republic of China
Re:Fangdd Network Group Ltd.
Form 20-F for the Year Ended December 31, 2022
Filed April 19, 2023
File No. 001-39109
Dear Zeng Xi:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 144
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders, in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 FirstName LastNameZeng Xi
 Comapany NameFangdd Network Group Ltd.
 July 20, 2023 Page 2
 FirstName LastName
Zeng Xi
Fangdd Network Group Ltd.
July 20, 2023
Page 2
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Item 16I(b) use terms such as “us,” “our,” or
“our company.” It is unclear from the context of these disclosures whether these terms are
meant to encompass you and all of your consolidated foreign operating entities or whether
in some instances these terms refer solely to Fangdd Network Group Ltd. Please note that
Item 16I(b) requires that you provide each disclosure for yourself and your consolidated
foreign operating entities, including variable interest entities or similar structures. To
clarify this matter, please provide the information required by each subsection of Item
16I(b) for you and all of your consolidated foreign operating entities in your supplemental
response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Will Cai

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Fangdd
Network Group Ltd.

Room 602, Unit B4, Kexing Science Park

15 Keyuan Road, Technology Park

Nanshan District, Shenzhen, 518057

People’s Republic of China

September 26, 2022

VIA EDGAR

Mr. Ruairi Regan

Mr. Victor Rivera Melendez

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: Fangdd Network Group Ltd. (CIK: 0001750593)

Registration Statement on Form F-3 (File No. 333-267397)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C
promulgated under the Securities Act of 1933 (“Act”), as amended, Fangdd Network Group Ltd. (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”)
be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time, on September 29, 2022, or as soon
thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of
acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made
by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Cooley LLP.

[Signature page follows]

    Very truly yours,

    Fangdd Network Group Ltd.

    By:
    /s/ Xi Zeng

    Name:
    Xi Zeng

    Title:
    Chairman of the Board of Directors and Chief Executive Officer

United States securities and exchange commission logo
September 23, 2022
Xi Zeng
Chairman and Chief Executive Officer
Fangdd Network Group Ltd.
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen, 518057
People’s Republic of China
Re:Fangdd Network Group Ltd.
Registration Statement on Form F-3
Filed September 13, 2022
File No. 333-267397
Dear Mr. Zeng:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Victor Rivera Melendez at 202-551-4182 and Ruairi Regan at 202-551-
3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Will H. Cai, Esq.

United States securities and exchange commission logo
April 21, 2022
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.
Form 20-F for the year ended December 31, 2020
Filed on March 31, 2021
File no. 001-39109
Dear Mr. Duan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Fangdd Network Group Ltd.

18/F, Unit B2, Kexing Science Park

15 Keyuan Road, Technology Park

Nanshan District, Shenzhen

People’s Republic of China

February 22, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ameen Hamady

  Ms. Shannon Menjivar

Re: Fangdd Network Group Ltd. (the “Company”)

  Responses to the Staff’s Comment
Letter Dated December 9, 2021

  File No. 001-39109

Dear Mr. Hamady and Ms. Menjivar:

This letter sets forth the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the letter dated January 28, 2022 (the “Comment Letter”)
on Form 20-F publicly filed with the Commission on March 31, 2020 (the “Form 20-F”).

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not defined herein are used herein
as defined in the Registration Statement. All the newly proposed disclosures are incorporated into Annex A attached hereto. In addition
to the disclosure made in response to the Staff’s comments, the Company also proposes to update the disclosure to reflect the most
recent regulatory actions by China’s government and their impacts on the company as set forth on pages 2 and 24 of the Annex A
and page 1 of the Annex B. The Company plans to file an amendment to the Form 20-F to include all the proposed disclosures attached
hereto as Annexes once it clears the Staff’s comments.

Form 20-F for the year ended December 31,
2020

Part I, page 1

 1. We note your response to our prior comment 2. Please further expand your disclosures at the outset
of Part I to also address whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether
and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

In response to the
Staff’s comment, the Company respectfully proposes to revise the relevant disclosure at the outset of Part I as set forth on page
1 of the Annex A.

 2. We note your response to our prior comment 3. Please also refrain from using terms such as “our
consolidated VIE” when describing activities or functions of the VIE. In that regard, please ensure consistent references to the
VIE throughout your filing.

In
response to the Staff’s comment, the Company respectfully proposes to revise the disclosure at the outset of Part I as set forth
on pages 1, 5, 7, 16, 17 and 22 of the Annex A and to apply the same revisions accordingly throughout the annual report when
filing an amendment to the Form 20-F once it clears the Staff’s comments.

Item 3. Key Information, page 4s

 3. We note your response to our prior comment 9 and your expanded disclosures related to the Accelerating
Holding Foreign Companies Accountable Act. Similar to our comment number 1 above, please further expand your disclosures to address whether
your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff’s comment,
the Company respectfully proposes to revise the relevant disclosure on page 8 of the Annex A

D. Risk Factors, page 19

 4. We note your disclosure about the Holding Foreign Companies Accountable Act. Please expand your risk
factors to disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted,
would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before
your securities may be prohibited from trading or delisted. Update your disclosure to reflect that the Commission adopted rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable
to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.

In response to the Staff’s comment,
the Company respectfully to revise and expand relevant disclosure on page 24 of the Annex A.

*          *          *

    2

If you have any questions
regarding this submission, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via
e-mail at wcai@cooley.com.

  Very truly yours,

  /s/ Yi Duan

  Yi Duan

  Co-Chief Executive Officer

 cc: Xi Zeng, Co-Chief Executive Officer, Fangdd Network Group Ltd.

    Jiaorong Pan, Chief Financial Officer,
Fangdd Network Group Ltd.

    Will H. Cai, Esq. Cooley LLP

    Melvin Guen, Partner, KPMG Huazhen LLP

    Joe Cheng, Partner, KPMG Huazhen LLP

Annex
A1

PART I

EXPLANATORY NOTE

Investing
in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Risk Factors” in this
annual report beginning on page 6.

Fangdd Network Group Ltd. is
not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries and variable interest
entity, or VIE, and VIE’s subsidiaries. Foreign ownership in the business involving value-added telecommunications service (except
for e-commerce, domestic conferencing, store-and-forward, and call center services), including internet real estate services, is subject
to significant restrictions under current PRC laws, rules and regulations. Accordingly, we operate these businesses in China through
Shenzhen Fangdd Network Technology Co. Ltd., which we refer to as Fangdd Network or the VIE in this annual report. We
control and receive economic benefits of the VIE’s business operations through a series of contractual arrangements among our PRC
subsidiary, the VIE and the VIE’s nominee shareholders, which we refer to as the Fangdd Network VIE Agreements. These agreements
are designed to provide our PRC subsidiary, Shenzhen Fangdd Information Technology Co. Ltd., with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder of the VIE. As a result of the Fangdd Network
VIE Agreements, we are the primary beneficiary of the VIE for accounting purposes and treat it as a PRC consolidated entity
under U.S. GAAP. We consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements in accordance
with U.S. GAAP. Neither we nor our investors own any equity ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE. These Fangdd Network VIE Agreements have not been tested in a court of law in the PRC. As a result, investors in
our ADSs thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman
Islands holding company. As used in this annual report, (i) “Fangdd Network,” “variable interest entity”
or “ VIE” refers to Shenzhen Fangdd Network Technology Ltd., a company incorporated in the People’s
Republic of China; (ii) “Shenzhen Fangdd,” “WFOE” or “our PRC subsidiary” refer to Shenzhen Fangdd
Information Technology Co. Ltd; (iii) “Fangdd Cayman” or “our holding company” refer to Fangdd Network Group
Ltd.; and (iv) “we,” “us,” “our company,” or “our” refer to Fangdd Network Group Ltd.
and its subsidiaries and, in the context of describing our operations and consolidated financial information, also include the VIE and
its subsidiaries.

                                                                                SEC
2nd

Round Q1, Q4

                                                                                 SEC
1st

Round Q1

SEC 3rd

Round Q2

SEC 1st

Round Q3

SEC 2nd

Round Q3

Our
                                            corporate structure is subject to risks associated with our contractual arrangements with
                                            the VIE. The company that investors will own may never have a direct ownership interest in
                                            the businesses that are conducted by the VIE. If the PRC government finds that the agreements
                                            that establish the structure for operating our business in China do not comply with PRC laws
                                            and regulations, or if these regulations or the interpretation of existing regulations change
                                            or are interpreted differently in the future, we could be subject to severe penalties or
                                            be forced to relinquish our interests in the operations of the VIE. This would result in
                                            the VIE being deconsolidated. The majority of our assets, including the necessary licenses
                                            to conduct business in China, are held by the VIE. A significant part of our revenue is generated
                                            by the VIE. An event that results in the deconsolidation of the VIE would have a material
                                            effect on our operations and result in the ADSs diminish substantially in value or even become
                                            worthless. Our holding company, our PRC subsidiary, the VIE and our investors face uncertainty
                                            about potential future actions by the PRC government that could affect the enforceability
                                            of the contractual arrangements with the VIE and, consequently, significantly affect the
                                            financial performance of the VIE and our company as a whole. For a detailed description of
                                            the risks associated with our corporate structure, please refer to risks disclosed under
                                            “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
                                            Structure” in this annual report on Form 20-F.
    SEC 1st

    Round Q1

We
                                            and the VIE face various legal and operational risks and uncertainties related to doing business
                                            in Mainland China and Hong Kong. A significant part of our business operations in China are
                                            conducted through the VIE, and we are subject to complex and evolving PRC laws and regulations.
                                            For example, we and the VIE face risks associated with regulatory approvals on offshore offerings,
                                            the use of variable interest entities, anti-monopoly regulatory actions, and oversight on
                                            cybersecurity and data privacy, as well as the lack of PCAOB inspection on our auditors,
                                            which may impact our ability to conduct certain businesses, accept foreign investments, or
                                            list on a United States or other foreign exchange. These risks could result in a material
                                            adverse change in our operations and the value of our ADSs, significantly limit or completely
                                            hinder our ability to offer or continue to offer securities to investors, or cause such securities
                                            to significantly decline in value or become worthless.

    SEC 1st

    Round Q2(i)

On December 16, 2021, the PCAOB issued a report relaying
to the SEC its determinations that the PCAOB is unable to inspect or investigate completely registered public accounting firms in Mainland
China and Hong Kong due to positions taken by Chinese authorities. The report, issued under Rule 6100, lists dozens of accounting firms
based in Mainland China and Hong Kong subject to the determinations, including our independent registered public accounting firm. Under
Rule 6100, the PCAOB will reassess its determinations at least annually. Our ADSs may be delisted or trading in our ADSs would be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors who are located in China for three consecutive
years. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
On June 22, 2021, the U.S. Senate passed the “Accelerating Holding Foreign Companies Accountable Act”, which, if passed by
the U.S. House of Representatives and signed into law by the President, would decrease the number of noninspection years for foreign
companies to comply with PCAOB audits from three to two years, thus reducing the time period before their securities may be prohibited
from trading or delisted.
    SEC 3rd

 Round Q1

  Recently, the PRC government initiated a series of regulatory actions
  and guidelines to regulate business operations in China with little advance notice, including cracking down on illegal activities in
  the securities market, enhancing supervision over China-based companies listed overseas, adopting
  new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may impact
  our ability to conduct business, accept foreign investments, or list on an U.S. or other foreign exchange.
    SEC 2nd

Round Q2

 · On
                                            July 6, 2021, the General Office of the Communist Party of China Central Committee and the
                                            General Office of the State Council jointly  made public the Opinions on Strictly Cracking
                                            Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized
                                            the need to strengthen the administration over illegal securities activities and the supervision
                                            on overseas listings by China-based companies and proposed to take effective measures, such
                                            as promoting the construction of relevant regulatory systems to deal with the risks and incidents
                                            faced by China-based overseas-listed companies. As these opinions are recently issued, official
                                            guidance and related implementation rules have not been issued yet and the interpretation
                                            of these opinions remains unclear at this stage.

    1

 · The PRC Data Security Law, which was promulgated by the Standing Committee
of PRC National People’s Congress, or the SCNPC, on June 10, 2021 and became effective on September 1, 2021, outlines the main
system framework of data security protection. The Personal Information Protection Law, which was promulgated by the SCNPC on August 20,
2021 and became effective on November 1, 2021, outlines the main system framework of personal information protection and processing. Given
that these laws were recently promulgated or issued, their interpretation, application and enforcement are subject to substantial uncertainties.

 · The draft Regulations for the Administration of Cyber Data
Security, or the Draft Data Security Regulations, published by the CAC on November 14, 2021 for public comments until
December 13, 2021 require that a data processor who processes personal information of more than 1 million individuals shall (i) go through
the cyber security review if it intends to be listed in a foreign country; (ii) report to the local CAC within 15 working days once identifying
any important data. Where data processors conduct merger, reorganization separation, or otherwise, the data recipient

United States securities and exchange commission logo
January 28, 2022
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.
Form 20-F for the year ended December 31, 2020
Filed on March 31, 2021
File no. 001-39109
Dear Mr. Duan:
            We have reviewed your December 22, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 9, 2021 letter.
Form 20-F for the year ended December 31, 2020
Part I, page 1
1.We note your response to our prior comment 2. Please further expand your disclosures at
the outset of Part I to also address whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.
2.We note your response to our prior comment 3. Please also refrain from using terms such
as “our consolidated VIE” when describing activities or functions of the VIE. In that
regard, please ensure consistent references to the VIE throughout your filing.

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 January 28, 2022 Page 2
 FirstName LastName
Yi  Duan
Fangdd Network Group Ltd.
January 28, 2022
Page 2
Item 3. Key Information, page 4
3.We note your response to our prior comment 9 and your expanded disclosures related to
the Accelerating Holding Foreign Companies Accountable Act.  Similar to our comment
number 1 above, please further expand your disclosures to address whether your auditor is
subject to the determinations announced by the PCAOB on December 16, 2021.
D. Risk Factors, page 19
4.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
            You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Fangdd Network Group Ltd.

18/F, Unit B2, Kexing Science Park

15 Keyuan Road, Technology Park

Nanshan District, Shenzhen

People’s
Republic of China

December 22,
2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ameen Hamady

  Ms. Shannon Menjivar

Re: Fangdd Network Group Ltd.

  Responses to the Staff’s Comment
Letter Dated December 9, 2021

  File
No. 001-39109

Dear
Mr. Hamady and Ms. Menjivar:

On behalf of our client, Fangdd
Network Group Ltd. (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated December 9,
2021 (the “Comment Letter”) on Form 20-F publicly filed with the Commission on March 31, 2020 (the
 “Form 20-F”).

Set forth below are the Company’s
responses to the Comment Letter. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Capitalized terms used but not defined herein are used herein as defined in the Registration Statement. All the newly proposed disclosures
are incorporated into Annex A attached hereto. The Company plans to file an amendment to the Form 20-F to include all the proposed
disclosures attached hereto as Annexes once it clears the Staff’s comments.

Form 20-F filed on March 31, 2021

Part I, page 1

 1. We note your response to our prior comment 1. In that regard, we note your disclosure that the VIE
structure is used to replicate foreign investment in China-based companies. We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment. Please revise your disclosure accordingly.

In response to the Staff’s comment,
the Company respectfully proposes to revise the relevant disclosure at the outset of Part I as set forth on page 1 of the Annex
A.

 2. We note your response to our prior comment 2. Please expand your disclosure at the outset of Part I
to address with additional detail how recent statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments,
or list on an U.S. or other foreign exchange.

In response to the Staff’s comment,
the Company respectfully proposes to revise the disclosure at the outset of Part I as set forth on pages 1 through 2 of the
Annex A.

 3. We note your response to our prior comment number 3 and reissue the comment in part. Please refrain
from using terms such as “we” or “our” when describing activities or functions of a VIE. In that regard, refrain
from using the term “our VIE” when referencing Fangdd Network and revise your disclosures accordingly.

In response to the Staff’s comment,
the Company respectfully proposes to revise the relevant disclosure at the outset of Part I as set forth on page 1 of the Annex
A and to apply the same revisions accordingly throughout the annual report when filing an amendment to the Form 20-F once it clears
the Staff’s comments.

Item
3. Key Information, page 4

 4. We note your response to our prior comment 4. Please relocate your proposed disclosure to include it
early on in Item 3 so that it provides additional context to disclosures you intend to provide in response to prior comments 7 and 8.
Similar to your proposed disclosures to be included in Item 3, clearly disclose at the outset of Part I, that you control and receive
economic benefits of Fangdd Network's business operations through VIE agreements and that those agreements are designed to provide your
WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder
of the VIE and that you are the primary beneficiary of the VIE. Your disclosures should also highlight that you or your investors do not
have an equity ownership in, direct foreign investment in, or control through such ownership/investment of the VIE. As such, when describing
the design of the VIE agreements and related outcome, refrain from implying that the VIE agreement is equivalent to an equity ownership
in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be limited to and clearly
describe the conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for accounting purposes,
you will be the primary beneficiary. In addition, your disclosure should note, if true, that the agreements have not been tested in a
court of law.

In response to the Staff’s comment,
the Company respectfully proposes (i) to relocate the proposed disclosure in response to the prior comment 4 to the outset of Item
3 beginning on page 4 of the Annex A, and (ii) to revise and expand relevant disclosure at the outset of Part I as set
forth on page 1 of the Annex A.

 5. We note your response to our prior comment 5. Please relocate your proposed disclosure to include it
at the outset of Item 3.

In response to the Staff’s comment,
the Company respectfully proposes to relocate the proposed disclosure in response to the prior comment 5 to the outset of Item 3 as set
forth on pages 7 and 8 of the Annex A.

 6. We note your response to our prior comment 6. Please relocate your proposed disclosure to include it
at the outset of Item 3. Further, expand your disclosure to affirmatively address whether you are required to and have obtained the necessary
permissions from the CSRC, CAC or any other entity that is required to approve of the VIE’s operations and address the consequences
to you and your investors if you inadvertently conclude that approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.

In response to the Staff’s comment,
the Company respectfully proposes (i) to relocate the proposed disclosure in response to the prior comment 6 to the outset of Item
3 as set forth on pages 7 and 8 of the Annex A, and (ii) to revise the draft disclosure regarding VIE operations permissions
as set forth on page 7 of the Annex A.

 7. We note your response to our prior comment 7. Please further expand your disclosures at the outset
of Item 3 to discuss in more detail what the various restrictions and limitations are on foreign exchange, your ability to transfer cash
between entities, across borders and to US investors, and your ability to distribute earnings from your businesses, including your subsidiaries
and/or consolidated VIE, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
Furthermore, include similar disclosure at the outset of Part I. In that regard, provide a description of how cash is transferred
through your organization and disclosure regarding your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date.

In response to the Staff’s comment,
the Company respectfully proposes (i) to revise the relevant draft disclosure under “Restrictions and Limitations on Transfer
of Capital” under “Item 3. Key Information—A. Selected Financial Data” of the Form 20-F as set forth on page 17
of the Annex A, and (ii) to include relevant disclosures at the outset of Part I as set forth on page 3 of the Annex A.

    2

 8. We note your response to our prior comment 8 and that the activity of the VIE is reflected in the line
items titled “Amounts Due From/To Subsidiaries and VIE” and “Equity (loss) income of subsidiaries and the VIE and VIE’s
subsidiaries” in the parent’s financial statements. Please further expand your disclosures to provide a roll-forward of the
Amounts Due From/To Subsidiaries and VIE line items.

In
response to the Staff’s comment, the Company respectfully proposes to include a tabular form titled “Roll-Forward of
the Amounts Due From/To Subsidiaries and VIE” as set forth on page 16 of the Annex A.

 9. We note your response to our prior comment 9. Where you describe delisting of securities as a consequence
of the inability of the PCAOB to inspect or fully investigate an auditor, please also state that trading in securities would be prohibited.
Also disclose that in June 2021, the Senate passed the bill known as the Accelerating Holding Foreign Companies Accountable Act,
which would reduce this time period from three years to two years. Finally, please relocate your disclosure to early in Item 3.

In
response to the Staff’s comment, the Company respectfully proposes (i) to revise the relevant draft disclosure under “Item
3. Key Information—D. Risk Factors—Summary of Risks Factors—Risks Related to Doing Business in China” as set forth
on page 8 of the Annex A, (ii) to relocate the proposed disclosure in response to comment 9 to the outset of Item 3 as
set forth on page 8 of the Annex A.

 10. Please disclose at the onset of Item 3 whether you are required to obtain any approvals to offer securities
to foreign investors, whether you have received such approvals and the consequences to you and your investors if you do not receive or
maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.

The
Company respectfully advises the Staff to refer to the response to comment 6 and the relevant draft disclosure as set forth on
page 7 of the Annex A.

*	     *	     *

    3

If you have any questions
regarding this submission, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via
e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Yi Duan

    Yi Duan

    Co-Chief Executive Officer

 cc: Xi Zeng, Co-Chief Executive Officer, Fangdd Network Group Ltd.

Jiaorong Pan, Chief Financial Officer,
Fangdd Network Group Ltd.

Will H. Cai, Esq. Cooley LLP

Melvin Guen, Partner, KPMG Huazhen
LLP

Joe Cheng, Partner, KPMG Huazhen LLP

Annex
A1

PART I

EXPLANATORY NOTE

Investing
in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Risk Factors” in this
annual report beginning on page 6.

Fangdd Network Group Ltd. is
not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries and variable interest
entity, or VIE, and VIE’s subsidiaries. Foreign ownership in the business involving value-added telecommunications service (except
for e-commerce, domestic conferencing, store-and-forward, and call center services), including internet real estate services, is subject
to significant restrictions under current PRC laws, rules and regulations. Accordingly, we operate these businesses in China through
Shenzhen Fangdd Network Technology Co. Ltd., which we refer to as Fangdd Network or the VIE in this annual report. We
control and receive economic benefits of the VIE’s business operations through a series of contractual arrangements among our PRC
subsidiary, the VIE and the VIE’s nominee shareholders, which we refer to as the Fangdd Network VIE Agreements. These agreements
are designed to provide our PRC subsidiary, Shenzhen Fangdd Information Technology Co. Ltd., with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder of the VIE. As a result of the Fangdd Network
VIE Agreements, we are the primary beneficiary of the VIE for accounting purposes and treat it as our PRC consolidated entity under U.S.
GAAP. We consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements in accordance with
U.S. GAAP. Neither we nor our investors own any equity ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE. These Fangdd Network VIE Agreements have not been tested in a court of law in the PRC. As a result, investors in
our ADSs thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman
Islands holding company. As used in this annual report, (i) “Fangdd Network,” “variable interest entity”
or “ VIE” refers to Shenzhen Fangdd Network Technology Ltd., a company incorporated in the People’s
Republic of China; (ii) “Shenzhen Fangdd,” “WFOE” or “our PRC subsidiary” refer to Shenzhen Fangdd
Information Technology Co. Ltd; (iii) “Fangdd Cayman” or “our holding company” refer to Fangdd Network Group
Ltd.; and (iv) “we,” “us,” “our company,” or “our” refer to Fangdd Network Group Ltd.
and its subsidiaries and, in the context of describing our operations and consolidated financial information, also include the VIE and
its subsidiaries.

                                                                                SEC
2nd

Round Q1, Q4

                                                                                 SEC
1st

Round Q1

SEC 1st

Round Q3

SEC 2nd

Round Q3

Our
                                            corporate structure is subject to risks associated with our contractual arrangements with
                                            the VIE. The company that investors will own may never have a direct ownership interest in
                                            the businesses that are conducted by the VIE. If the PRC government finds that the agreements
                                            that establish the structure for operating our business in China do not comply with PRC laws
                                            and regulations, or if these regulations or the interpretation of existing regulations change
                                            or are interpreted differently in the future, we could be subject to severe penalties or
                                            be forced to relinquish our interests in the operations of the VIE. This would result in
                                            the VIE being deconsolidated. The majority of our assets, including the necessary licenses
                                            to conduct business in China, are held by the VIE. A significant part of our revenue is generated
                                            by the VIE. An event that results in the deconsolidation of the VIE would have a material
                                            effect on our operations and result in the ADSs diminish substantially in value or even become
                                            worthless. Our holding company, our PRC subsidiary, the VIE and our investors face uncertainty
                                            about potential future actions by the PRC government that could affect the enforceability
                                            of the contractual arrangements with the VIE and, consequently, significantly affect the
                                            financial performance of the VIE and our company as a whole. For a detailed description of
                                            the risks associated with our corporate structure, please refer to risks disclosed under
                                            “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
                                            Structure” in this annual report on Form 20-F.
    SEC 1st

    Round Q1

We
                                            and the VIE face various legal and operational risks and uncertainties related to doing business
                                            in Mainland China and Hong Kong. A significant part of our business operations in China are
                                            conduct

United States securities and exchange commission logo
December 9, 2021
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.
Form 20-F for the year ended December 31, 2020
Filed on March 31, 2021
File no. 001-39109
Dear Mr. Duan:
            We have reviewed your October 27, 2021 and November 2, 2021 responses to our
comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 20, 2021 letter.
Form 20-F for the year ended December 31, 2020
Part I, page 1
1.We note your response to our prior comment 1.  In that regard, we note your disclosure
that the VIE structure is used to replicate foreign investment in China-based companies.
We note, however, that the structure provides contractual exposure to foreign investment
in such companies rather than replicating an investment.  Please revise your disclosure
accordingly.

2.We note your response to our prior comment 2. Please expand your disclosure at the
outset of Part I to address with additional detail how recent statements and regulatory

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 December 9, 2021 Page 2
 FirstName LastNameYi  Duan
Fangdd Network Group Ltd.
December 9, 2021
Page 2
actions by China’s government, such as those related to data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.
3.We note your response to our prior comment number 3 and reissue the comment in part.
Please refrain from using terms such as “we” or “our” when describing activities or
functions of a VIE. In that regard, refrain from using the term "our
VIE" when referencing Fangdd Network and revise your disclosures accordingly.
Item 3. Key Information, page 4
4.We note your response to our prior comment 4. Please relocate your proposed disclosure
to include it early on in Item 3 so that it provides additional context to disclosures you
intend to provide in response to prior comments 7 and 8. Similar to your proposed
disclosures to be included in Item 3, clearly disclose at the outset of Part I, that you
control and receive economic benefits of Fangdd Network's business operations through
VIE agreements and that those agreements are designed to provide your WFOE with the
power, rights, and obligations equivalent in all material respects to those it would possess
as the principal equity holder of the VIE and that you are the primary beneficiary of the
VIE.  Your disclosures should also highlight that you or your investors do not have an
equity ownership in, direct foreign investment in, or control through such
ownership/investment of the VIE.  As such, when describing the design of the VIE
agreements and related outcome, refrain from implying that the VIE agreement is
equivalent to an equity ownership in the business of the VIE.  Any references to control or
benefits that accrue to you because of the VIE should be limited to and clearly describe
the conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure
should clarify that, for accounting purposes, you will be the primary beneficiary.  In
addition, your disclosure should note, if true, that the agreements have not been tested in a
court of law.
5.We note your response to our prior comment 5. Please relocate your proposed disclosure
to include it at the outset of Item 3.
6.We note your response to our prior comment 6. Please relocate your proposed disclosure
to include it at the outset of Item 3. Further, expand your disclosure to affirmatively
address whether you are required to and have obtained the necessary permissions from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations and
address the consequences to you and your investors if you inadvertently conclude that
approvals are not required, or applicable laws, regulations, or interpretations change and
you are required to obtain approval in the future.
7.We note your response to our prior comment 7. Please further expand your disclosures at
the outset of Item 3 to discuss in more detail what the various restrictions and limitations
are on foreign exchange, your ability to transfer cash between entities, across borders and
to US investors, and your ability to distribute earnings from your businesses, including

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 December 9, 2021 Page 3
 FirstName LastName
Yi  Duan
Fangdd Network Group Ltd.
December 9, 2021
Page 3
your subsidiaries and/or consolidated VIE, to the parent company and U.S. investors as
well as the ability to settle amounts owed under the VIE agreements. Furthermore, include
similar disclosure at the outset of Part I. In that regard, provide a description of how cash
is transferred through your organization and disclosure regarding your intentions to
distribute earnings or settle amounts owed under the VIE agreements.  State whether any
transfers, dividends, or distributions have been made to date.
8.We note your response to our prior comment 8 and that the activity of the VIE is reflected
in the line items titled “Amounts Due From/To Subsidiaries and VIE” and “Equity (loss)
income of subsidiaries and the VIE and VIE’s subsidiaries” in the parent’s financial
statements.  Please further expand your disclosures to provide a roll-forward of the
Amounts Due From/To Subsidiaries and VIE line items.
9.We note your response to our prior comment 9. Where you describe delisting of securities
as a consequence of the inability of the PCAOB to inspect or fully investigate an auditor,
please also state that trading in securities would be prohibited. Also disclose that in June
2021, the Senate passed the bill known as the Accelerating Holding Foreign Companies
Accountable Act, which would reduce this time period from three years to two years.
Finally, please relocate your disclosure to early in Item 3.
10.Please disclose at the onset of Item 3 whether you are required to obtain any approvals to
offer securities to foreign investors, whether you have received such approvals and the
consequences to you and your investors if you do not receive or maintain the approvals,
inadvertently conclude that such approvals are not required, or applicable laws,
regulations, or interpretations change and you are required to obtain approval in the
future.
            You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

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

November 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Ameen Hamady

Ms. Shannon Menjivar

    Re:
    Fangdd Network Group Ltd. (the “Company”)

Supplemental responses to the Staff’s
Comment Letter Dated September 20, 2021

File No. 001-39109

Dear Mr. Hamady and Ms. Menjivar:

On behalf of the Company,
set forth below are the Company’s supplemental responses to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in the letter dated September 20, 2021 (the “Comment
Letter”) regarding the Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which was filed with
the Commission on March 31, 2021 (the “Form 20-F”). These supplemental responses provide additional information
on top of the Company’s initial responses to the Comment Letter filed with the Commission on October 27, 2021 (the “Initial
Response”).

For your convenience, the
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not defined
herein are used herein as defined in the Registration Statement. The Company plans to file an amendment to the Form 20-F to include
all the proposed disclosure once it clears the Staff’s comments.

Form 20-F filed on March 31, 2021

Item 3. Key Information, page 4

    7.
    At the outset of Item 3, provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

  In addition to the Initial
                                                                                                                                                              Response to comment no. 7, the Company respectfully proposes to include a tabular form to describe how cash is transferred through
                                                                                                                                                              its organization under the proposed new section titled “Transfer of Cash Through Our Organization” under “Item 3.
                                                                                                                                                              Key Information—A. Selected Financial Data” of the Form 20-F. Please see page 8 of the Annex A
                                                                                                                                                              for the supplemental draft disclosure.

    8.
    We note that the consolidated VIEs constitute a material part of your consolidated financial statements. Early in your Item 3 disclosure, please provide in tabular form condensed consolidating schedule - depicting the financial position, cash flows and results of operations for the parent, the consolidated variable interest entities, and any eliminating adjustments separately - as of the same dates and for the same periods for which audited consolidated financial statements are required. Highlight the financial statement information related to the variable interest entity and parent, so an investor may evaluate the nature of assets held by, and the operations of, entities apart from the variable interest entity, which includes the cash held and transferred among entities.

  In
addition to the Initial Response to comment no. 8, the Company
respectfully proposes to supplement the condensed consolidating schedule under the proposed new section titled “Financial Information
Related to the VIE and Parent” under “Item 3. Key Information—A. Selected Financial Data” of the Form 20-F.
Please see pages 2 through 7  of the Annex A for the supplemental draft disclosure.

*
*            *

    2

If you have any questions
regarding this submission, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via
e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Yi Duan

    Yi Duan

    Co-Chief Executive Officer

    cc:
    Xi Zeng, Co-Chief Executive Officer, Fangdd Network Group Ltd.

    Jiaorong Pan, Chief Financial Officer, Fangdd Network Group Ltd.

    Will H. Cai, Esq. Cooley LLP

    Melvin Guen, Partner, KPMG Huazhen LLP

    Joe Cheng, Partner, KPMG Huazhen LLP

    3

Annex
A1

PART I

ITEM 3. KEY INFORMATION

 A. Selected Financial Data

Our Selected Consolidated Financial Data

The following selected consolidated
statement of comprehensive income (loss) data for the years ended December 31, 2018, 2019 and 2020 and selected consolidated balance
sheet data as of December 31, 2019 and 2020 and selected consolidated cash flow data for the years ended December 31, 2018,
2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this annual report. The following
selected consolidated statement of comprehensive loss data for the years ended December 31, 2016 and 2017, selected consolidated
balance sheet data as of December 31, 2016, 2017 and 2018 and selected consolidated cash flow data for the years ended December 31,
2016 and 2017 have been derived from our audited consolidated financial statements not included in this annual report. Our historical
results for any period are not necessarily indicative of results to be expected for any future period. The selected consolidated financial
data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements
and related notes and "Item 5. Operating and Financial Review and Prospects" below. Our consolidated financial statements are
prepared and presented in accordance with U.S. GAAP.

    For
    the Year Ended December 31,

    2016
    2017
    2018
    2019
    2020

    RMB
    RMB
    RMB
    RMB
    RMB
    US$

    (in thousands,
    except share and share related data)

    Selected Consolidated Statements
    of Comprehensive (Loss) Income Data:

    Revenue
      1,475,758
      1,798,521
      2,282,216
      3,599,436
      2,451,287
      375,676

    Cost
    of revenue
      (1,247,356 )
      (1,416,933 )
      (1,805,588 )
      (2,842,394 )
      (2,036,821 )
      (312,156 )

    Gross
    profit
      228,402
      381,588
      476,628
      757,042
      414,466
      63,520

    Operating expenses:

    Sales and marketing expenses
      (98,327 )
      (38,461 )
      (59,099 )
      (48,395 )
      (38,020 )
      (5,827 )

    Product development expenses
      (182,625 )
      (191,662 )
      (202,877 )
      (724,983 )
      (301,401 )
      (46,192 )

    General
    and administrative expenses
      (311,303 )
      (156,329 )
      (145,277 )
      (520,421 )
      (301,065 )
      (46,140 )

    Total
    operating expenses
      (592,255 )
      (386,452 )
      (407,253 )
      (1,293,799 )
      (640,486 )
      (98,159 )

    (Loss)
    Income from operations
      (363,853 )
      (4,864 )
      69,375
      (536,757 )
      (226,020 )
      (34,639 )

    Other income (expenses):

    Interest income (expense),
    net
      4,716
      (13,034 )
      (1,118 )
      (8,719 )
      (12,989 )
      (1,991 )

    Foreign currency exchange
    gain (loss), net
      1,070
      (787 )
      684
      237
      (4,084 )
      (626 )

    Gain on short-term investments
      12,076
      3,255
      5,512
      2,771
      321
      49

    Impairment loss for long-term
    equity investment
      —
      —
      —
      (16,000 )
      —
      —

    Government grants
      13,853
      12,402
      8,792
      22,351
      22,885
      3,507

    Other income, net
      1,785
      3,141
      5,648
      7,724
      9,207
      1,411

    Share
    of (losses) profit from equity method investees, net of income tax
      (596 )
      2,902
      19,566
      21,772
      3,970
      608

    (Loss) income before
    income tax
      (330,949 )
      3,015
      108,459
      (506,621 )
      (206,710 )
      (31,681 )

    Income
    tax expense
      (1,117 )
      (2,366 )
      (4,433 )
      (3,766 )
      (14,665 )
      (2,248 )

    Net (loss) income
      (332,066 )
      649
      104,026
      (510,387 )
      (221,375 )
      (33,929 )

    Net loss attributable to noncontrolling
    interests
      —
      —
      —
      —
      1,087
      167

    Net (loss) income attributable
    to FANGDD Network Group Ltd
      (332,066 )
      649
      104,026
      (510,387 )
      (220,288 )
      (33,762 )

    Accretion of Redeemable Convertible
    Preferred Shares
      (204,355 )
      (228,468 )
      (248,186 )
      (116,308 )
      —
      —

    Deemed dividend
    to preferred shareholder
      —
      —
      —
      (642,174 )
      —
      —

    Net loss
    attributable to ordinary shareholders
      (536,421 )
      (227,819 )
      (144,160 )
      (1,268,869 )
      (220,288 )
      (33,762 )

    Net (loss) income
      (332,066 )
      649
      104,026
      (510,387 )
      (221,375 )
      (33,929 )

    Other comprehensive (loss)
    income

    Foreign
    currency translation adjustment, net of nil income tax
      (230,892 )
      110,667
      (119,487 )
      (94,357 )
      (28,054 )
      (4,299 )

    Total comprehensive (loss)
    income, net of income tax
      (562,958 )
      111,316
      (15,461 )
      (604,744 )
      (249,429 )
      (38,228 )

    Total comprehensive
    loss attributable to noncontrolling interests
      —
      —
      —
      —
      1,087
      167

    Total
    comprehensive (loss) income attributable to ordinary shareholders
      (562,958 )
      111,316
      (15,461 )
      (604,744 )
      (248,342 )
      (38,061 )

    Net loss per share attributable
    to ordinary shareholders

    Basic and diluted
      (0.57 )
      (0.24 )
      (0.15 )
      (1.17 )
      (0.11 )
      (0.02 )

    Weighted average number
    of ordinary shares outstanding used in computing net loss per share

    Basic
    and diluted
      945,712,030
      945,712,030
      945,712,030
      1,087,910,999
      1,993,326,758
      1,993,326,758

    Supplemental information

    Adjusted
    (loss) income from operations
      (363,853 )
      (4,864 )
      69,375
      209,116
      (123,270 )
      (18,892 )

    Adjusted
    net (loss) income
      (332,066 )
      649
      104,026
      235,486
      (118,625 )
      (18,182 )

1 The supplemental draft disclosures
are italicized and underlined.

    Annex A - 1

Financial Information Related to the VIE and
Parent

    Set
    forth below are the condensed consolidating schedule showing the results of operations, financial position and cash
    flows for our holding company, our subsidiaries, and the VIE, eliminating adjustments and consolidated totals (in thousands of US$)
    as of and for the years ended December 31, 2016, 2017, 2018, 2019 and 2020.

Q8

    For the Year Ended December 31,

    2016
    2017

    RMB
    RMB

    (in thousands, except share and share related data)

    Condensed
    Consolidating Schedule

of Results of Operations
    Parent
    Other

    subsidiaries
    VIE
    Eliminating

    adjustments
    Consolidated

    totals
    Parent
    Other

    subsidiaries
    VIE
    Eliminating

    adjustments
    Consolidated

    totals

    Revenue(1)
      —
      164,717
      1,473,721
      (162,680 )
      1,475,758
      —
      89,623
      1,798,521
      (89,623 )
      1,798,521

    Cost
    of revenue(1)
      —
      (162 )
      (1,247,194 )
      —
      (1,247,356 )
      —
      (7,748 )
      (1,409,185 )
      —
      (1,416,933 )

    Gross
    profit
      —
      164,555
      226,527
      (162,680 )
      228,402
      —
      81,875
      389,336
      (89,623 )
      381,588

    Operating
    expenses
      (49 )
      (168,739 )
      (585,910 )
      162,443
      (592,255 )
      (2,722 )
      (57 )
      (390,789 )
      7,116
      (386,452 )

    (Loss)
    Income from operations
      (49 )
      (4,184 )
      (359,383 )
      (237 )
      (363,853 )
      (2,722 )
      81,818
      (1,453 )
      (82,507 )
      (4,864 )

    Other
    income (expenses)(1)
      3,215
      (380 )
      26,358
      3,711
      32,904
      243
      5,084
      10,019
      (7,467 )
      7,879

    Equity
    (loss) income of subsidiaries and the VIE and VIE’s subsidiaries(2)
      (178,354 )
      —
      —
      178,354
      —
      54,226
      —
      —
      (54,226 )
      —

    (Loss)
    income before income tax
      (175,188 )
      (4,564 )
      (333,025 )
      181,828
      (330,949 )
      51,747
      86,902
      8,566
      (144,200 )
      3,015

    Income
    tax expense
      —
      (659 )
      (458 )
      —
      (1,117 )
      —
      (37 )
      (2,329 )
      —
      (2,366 )

    Net
    (loss) income
      (175,188 )
      (5,223 )
      (333,483 )
      181,828
      (332,066 )
      51,747
      86,865
      6,237
      (144,200 )
      649

Notes:

(1) Intercompany
                                            provision of services of promotion, entrusted loan services, sales of software copyright
                                            were eliminated at the consolidation level.

(2) It
                                            represents the elimination of the investment in the VIE and subsidiaries by Fangdd Network
                                            Group Ltd.

    Annex A - 2

    For the Year Ended December 31,

    2018
    2019
    2020

    RMB
    RMB
    RMB

    (in thousands, expect for share data)

    Condensed Consolidating Schedule

 of Results of Operations
    Parent
    Other

    subsidiaries
    VIE
    Eliminating

    adjustments
    Consolidated

    totals
    Parent
    Other

    subsidiaries
    VIE
    Eliminating

    adjustments
    Consolidated

    totals
    Parent
    Other

    subsidiaries
    VIE
    Eliminating

    adjustments
    Consolidated

    totals

    Revenue(1)
      —
      9,434
      2,282,216
      (9,434 )
      2,282,216
      —
      —
      3,599,436
      —
      3,599,436
      —
      351
      2,450,937
      (1 )
      2,451,287

    Cost
    of revenue(1)
      —
      —
      (1,805,588 )
      —
      (1,805,588 )
      —
      2,319
      (2,842,394 )
      (2,319 )
      (2,842,394 )
      —
      (101 )
      (2,036,664 )
      (56 )
      (2,036,821 )

    Gross
    profit
      —
      9,434
      476,628
      (9,434 )
      476,628
      —
      2,319
      757,042
      (2,319 )
      757,042
      —
      250
      414,273
      (57 )
      414,466

    Operating
    expenses
      (72 )
      (20,918 )
      (390,502 )
      4,239
      (407,253 )
      (881 )

CORRESP
1
filename1.htm

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

October 27, 2021

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

Office of Real
Estate & Construction

100 F Street, N.E.

Washington, D.C.
20549

Attn: Mr.
                                            Ameen Hamady

Ms. Shannon
Menjivar

Re: Fangdd
                                            Network Group Ltd. (the “Company”)

Responses
to the Staff’s Comment Letter Dated September 20, 2021

File
No. 001-39109

Dear Mr. Hamady and Ms. Menjivar:

The
Company is responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the letter dated September 20, 2021 (the “Comment Letter”)
regarding the Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which was filed with the Commission on March 31,
2021 (the “Form 20-F”).

Set
forth below are the Company’s responses to the Comment Letter. The Staff’s comments are repeated below in bold and are followed
by the Company’s responses. Capitalized terms used but not defined herein are used herein as defined in the Registration Statement.
The Company plans to file an amendment to the Form 20-F to include all the proposed disclosure once it clears the Staff’s comments.

Form 20-F
filed on March 31, 2021

Part I, page
1

 1. At
                                            the outset of Part I, please include an Explanatory Note that discloses prominently that
                                            you are not a Chinese operating company but a Cayman Islands holding company with operations
                                            conducted by your subsidiaries and through contractual arrangements with a variable interest
                                            entity (VIE) based in China and that this structure involves unique risks to investors. Explain
                                            whether the VIE structure is used to replicate foreign investment in Chinese-based companies
                                            where Chinese law prohibits direct foreign investment in the operating companies, and disclose
                                            that investors may never directly hold equity interests in the Chinese operating company.
                                            Your disclosure should acknowledge that Chinese regulatory authorities could disallow this
                                            structure, which would likely result in a material change in your operations and/or value
                                            of your ADSs, including that it could cause the value of such securities to significantly
                                            decline or become worthless. Provide a cross-reference to your detailed discussion of risks
                                            facing the company as a result of this structure.

In
response to the Staff’s comment, the Company respectfully proposes to add at the outset of Part I of the Form 20-F the draft Explanatory
Note set forth on page 1 of the Annex A attached hereto.

 2. At
                                            the outset of Part I, provide prominent disclosure about the legal and operational risks
                                            associated with being based in or having the majority of the company’s operations in
                                            China and Hong Kong. Your disclosure should make clear whether these risks could result in
                                            a material change in your operations and/or the value of your ADSs or could significantly
                                            limit or completely hinder your ability to offer or continue to offer securities to investors
                                            and cause the value of such securities to significantly decline or be worthless. Your disclosure
                                            should address how statements and regulatory actions by China’s government, such as
                                            those related to the use of variable interest entities and data security or anti-monopoly
                                            concerns, has or may impact the company’s ability to conduct its business, accept foreign
                                            investments, or list on an U.S. or other foreign exchange. Your Business Overview in Item
                                            4 should address, but not necessarily be limited to, the risks highlighted in Part I.

In
response to the Staff’s comment, the Company respectfully proposes (i) to add at the outset of Part I of the Form 20-F the draft
Explanatory Note set forth on page 1 of the Annex A attached hereto and (ii) to revise disclosure under “Item 4. Information
on the Company—B. Business Overview—Regulation” of the Form 20-F accordingly, the draft disclosure of which is in pages
1 and  2 of the Annex B attached hereto.

 3. At
                                            the outset of Part I, clearly disclose how you will refer to the holding company, subsidiaries,
                                            and VIEs when providing the disclosure throughout the document so that it is clear to investors
                                            which entity the disclosure is referencing and which subsidiaries or entities are conducting
                                            the business operations. Refrain from using terms such as “we” or “our”
                                            when describing activities or functions of a VIE. Disclose clearly the entity (including
                                            the domicile) in which investors have purchased their interest.

In
response to the Staff’s comment, the Company respectfully proposes to add at the outset of Part I of the Form 20-F the draft Explanatory
Note set forth on page 1 of the Annex A attached hereto.

Item 3. Key
Information, page 4

 4. Disclose
                                            clearly that the company uses a structure that involves a VIE based in China and what that
                                            entails and provide early in Item 3 a diagram of the company’s corporate structure,
                                            including who the equity ownership interests are of each entity. Describe all contracts and
                                            arrangements through which you purport to obtain economic rights and exercise control that
                                            results in consolidation of the VIE’s operations and financial results into your financial
                                            statements. Identify clearly the entity in which investors are purchasing their interest
                                            and the entities in which the company’s operations are conducted. Describe the relevant
                                            contractual agreements between the entities and how this type of corporate structure may
                                            affect investors and the value of their investment, including how and why the contractual
                                            arrangements may be less effective than direct ownership and that the company may incur substantial
                                            costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the
                                            status of the rights of the Cayman Islands holding company with respect to its contractual
                                            arrangements with the VIE, its founders and owners, and the challenges the company may face
                                            enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional
                                            limits.

In
response to the Staff’s comment, the Company respectfully proposes to amend “Item 3. Key Information—D. Risk
Factors—Summary of Risks Factors—Risks Related to Our Corporate Structure” of the Form 20-F to provide disclosure
regarding our corporate structure and contractual arrangements with our VIE. Please see pages 7 through 9 of the Annex A for
the draft disclosure.

 5. At
                                            the outset of Item 3, disclose the risks that your corporate structure and being based in
                                            or having the majority of the company’s operations in China poses to investors. In
                                            particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references
                                            to the more detailed discussion of these risks in your annual report. For example, specifically
                                            discuss risks arising from the legal system in China, including risks and uncertainties regarding
                                            the enforcement of laws and that rules and regulations in China can change quickly with little
                                            advance notice; and the risk that the Chinese government may intervene or influence your
                                            operations at any time, or may exert more control over offerings conducted overseas and/or
                                            foreign investment in China-based issuers, which could result in a material change in your
                                            operations and/or the value of your ADSs. Acknowledge any risks that any actions by the Chinese
                                            government to exert more oversight and control over offerings that are conducted overseas
                                            and/or foreign investment in China-based issuers could significantly limit or completely
                                            hinder your ability to offer or continue to offer securities to investors and cause the value
                                            of such securities to significantly decline or be worthless.

In
response to the Staff’s comment, the Company respectfully proposes to include a summary of the principal risks (i) related to our
corporate structure and (ii) related to doing business in China under “Item 3. Key Information—D. Risk Factors—Summary
of Risks Factors” of the Form 20-F. Please see pages 10 and 11 of the Annex A for the draft disclosure.

 6. At
                                            the outset of Item 3, disclose each permission that you, your subsidiaries or your VIEs are
                                            required to obtain from Chinese authorities to operate and issue these securities to foreign
                                            investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements
                                            from the CSRC, CAC or any other entity that is required to approve of the VIE’s operations,
                                            and state affirmatively whether you have received all requisite permissions and whether any
                                            permissions have been denied.

In
response to the Staff’s comment, the Company respectfully proposes to add a disclosure of risk factors regarding (i) permissions
related to offshore securities offering and (ii) permissions required to approve of the VIE’s operations under “Item 3. Key
Information—D. Risk Factors—Summary of Risks Factors” of the Form 20-F. Please see pages 11 and 10 of the Annex
A for the draft disclosure.

 7. At
                                            the outset of Item 3, provide a clear description of how cash is transferred through your
                                            organization. Disclose your intentions to distribute earnings or settle amounts owed under
                                            the VIE agreements. Quantify any cash flows and transfers of other assets by type that have
                                            occurred between the holding company, its subsidiaries, and consolidated VIEs, and direction
                                            of transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE
                                            have made to the holding company and which entity made such transfer, and their tax consequences.
                                            Similarly quantify dividends or distributions made to U.S. investors, the source, and their
                                            tax consequences. Describe any restrictions on foreign exchange and your ability to transfer
                                            cash between entities, across borders, and to U.S. investors. Describe any restrictions and
                                            limitations on your ability to distribute earnings from your businesses, including subsidiaries
                                            and/or consolidated VIEs, to the parent company and U.S. investors as well as the ability
                                            to settle amounts owed under the VIE agreements.

In
response to the Staff’s comment, the Company respectfully proposes to add new sections titled “Transfer of Cash Through
Our Organization,” “Impact of Taxation on Dividends or Distributions” and “Restrictions and Limitations on
Transfer of Capital” under “Item 3. Key Information—A. Selected Financial Data” of the Form 20-F to include
the disclosure regarding (i) transfer of cash through our organization, (ii) dividends or distributions and their tax consequences
and (iii) restrictions and limitations on foreign exchange, cash transfer, earnings distributions and VIE agreements amount
settlement. Please see pages 4 through 5 of the Annex A for the draft disclosure. The Company respectfully advises the Staff
that it is in the process of preparing a tabular form of description of how cash is transferred through its organization and will
supplement the proposed disclosure with the relevant financial numbers once ready.

 8. We
                                            note that the consolidated VIEs constitute a material part of your consolidated financial
                                            statements. Early in your Item 3 disclosure, please provide in tabular form condensed consolidating
                                            schedule - depicting the financial position, cash flows and results of operations for the
                                            parent, the consolidated variable interest entities, and any eliminating adjustments separately
                                            - as of the same dates and for the same periods for which audited consolidated financial
                                            statements are required. Highlight the financial statement information related to the variable
                                            interest entity and parent, so an investor may evaluate the nature of assets held by, and
                                            the operations of, entities apart from the variable interest entity, which includes the cash
                                            held and transferred among entities.

In
response to the Staff’s comment, the Company respectfully proposes to add a new section titled “Financial Information Related
to the VIE and Parent” under “Item 3. Key Information—A. Selected Financial Data” of the Form 20-F to include
in tabular form condensed consolidating schedule - depicting the financial position, cash flows and results of o

United States securities and exchange commission logo
September 20, 2021
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.
Form 20-F for the year ended December 31, 2020
Filed on March 31, 2021
File no. 001-39109
Dear Mr. Duan:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F filed on March 31, 2021
Part I, page 1
1.At the outset of Part I, please include an Explanatory Note that discloses prominently that
you are not a Chinese operating company but a Cayman Islands holding company with
operations conducted by your subsidiaries and through contractual arrangements with a
variable interest entity (VIE) based in China and that this structure involves unique risks
to investors.  Explain whether the VIE structure is used to replicate foreign investment in
Chinese-based companies where Chinese law prohibits direct foreign investment in the
operating companies, and disclose that investors may never directly hold equity interests
in the Chinese operating company.  Your disclosure should acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or value of your ADSs, including that it could cause the

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 September 20, 2021 Page 2
 FirstName LastNameYi  Duan
Fangdd Network Group Ltd.
September 20, 2021
Page 2
value of such securities to significantly decline or become worthless. Provide a cross-
reference to your detailed discussion of risks facing the company as a result of this
structure.
2.At the outset of Part I, provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China and Hong Kong.  Your disclosure should make clear whether these risks could
result in a material change in your operations and/or the value of your ADSs or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange. Your
Business Overview in Item 4 should address, but not necessarily be limited to, the risks
highlighted in Part I.
3.At the outset of Part I, clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.  Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in which investors have purchased their interest.
Item 3. Key Information, page 4
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in Item 3 a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entities in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.   Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.At the outset of Item 3, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors.  In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 September 20, 2021 Page 3
 FirstName LastNameYi  Duan
Fangdd Network Group Ltd.
September 20, 2021
Page 3
references to the more detailed discussion of these risks in your annual report.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ADSs.  Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
6.At the outset of Item 3, disclose each permission that you, your subsidiaries or your VIEs
are required to obtain from Chinese authorities to operate and issue these securities to
foreign investors.  State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the CSRC, CAC or any other entity that is required to
approve of the VIE’s operations, and state affirmatively whether you have received all
requisite permissions and whether any permissions have been denied.
7.At the outset of Item 3, provide a clear description of how cash is transferred through your
organization.  Disclose your intentions to distribute earnings or settle amounts owed under
the VIE agreements.  Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from your businesses, including subsidiaries and/or consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Early in your Item 3 disclosure, please provide in tabular form
condensed consolidating schedule  - depicting the financial position, cash flows and
results of operations for the parent, the consolidated variable interest entities, and any
eliminating adjustments separately - as of the same dates and for the same periods for
which audited consolidated financial statements are required.  Highlight the financial
statement information related to the variable interest entity and parent, so an investor may
evaluate the nature of assets held by, and the operations of, entities apart from the variable
interest entity, which includes the cash held and transferred among entities.
9.Early in your Item 3 disclosure, disclose that trading in your securities may be prohibited

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 September 20, 2021 Page 4
 FirstName LastNameYi  Duan
Fangdd Network Group Ltd.
September 20, 2021
Page 4
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or fully investigate your auditor, and that as a result an exchange may
determine to delist your securities.  If the PCAOB has been or is currently unable to
inspect your auditor, revise your disclosure to so state.
D. Risk Factors, page 6
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ADSs.  Also acknowledge the risk that
any action to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
12.Please revise your disclosure to explain how the Cyberspace Administration of China
oversight impacts your business and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.
Item 15. Controls and Procedures, page 123
13.We note you determined that a material weakness existed in your Internal Control over
Financial Reporting due to the lack of sufficient financial reporting and accounting
personnel with appropriate understanding of U.S. GAAP to implement formal period-end
financial reporting policies and procedures, to address complex U.S. GAAP technical
accounting issues, and to prepare and review our consolidated financial statements and
related disclosures in accordance with U.S. GAAP and financial reporting requirements
set forth by the SEC. We also note you concluded that your Disclosure Controls and
Procedures were effective as of December 31, 2020. Please more fully explain to us how
management was able to conclude that Disclosure Controls and Procedures were effective
given that Internal Controls over Financial Reporting are an integral part of Disclosure
Controls and Procedures. Please be reasonably detailed in your response, and explain why
the material weakness you identified did not impact your Disclosure Controls and
Procedures, as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e).
Accounts Receivable, net, page F-32
14.We note that the provisions for the allowance for doubtful accounts was RMB 68 million,

 FirstName LastNameYi  Duan
 Comapany NameFangdd Network Group Ltd.
 September 20, 2021 Page 5
 FirstName LastName
Yi  Duan
Fangdd Network Group Ltd.
September 20, 2021
Page 5
RMB 56 million and  RMB 40 million for each of the fiscal years 2020, 2019 and 2018,
respectively. Please tell us more about the factors that led to the significant increase in the
provision recognized during fiscal year 2020. Please ensure that the Company’s MD&A
disclosures fully address the facts and circumstances that drove the change and whether
the disproportionate fluctuations and increase in trends are expected to recur. See Item
303(a)(3)(i) and (ii) of Regulation S-K
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CORRESP

 Will H. Cai

 +852 3758 1210

 wcai@cooley.com

 October 31, 2019

VIA EDGAR

 Mr. Eric McPhee

Mr. Robert Telewicz

 Mr. Jonathan Burr

Ms. Sonia Barros

 Division of Corporation Finance

Office of Real Estate and Commodities

 U.S. Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.,
20549

Re:
 Fangdd Network Group Ltd. (CIK No. 0001750593)

 Amendment No. 2 to Registration Statement on Form F-1

 (File
No. 333-234130)

Dear Mr. McPhee, Mr. Telewicz, Mr. Burr and Ms. Barros:

On behalf of our client, Fangdd Network Group Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated October 30, 2019. Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Company’s Registration Statement on Form F-1 (the
“Registration Statement”) and exhibits via EDGAR to the Commission.

 The Staff’s comments are repeated below in bold
and are followed by the Company’s responses. We have included page reference in the Registration Statement where the language addressing the Staff’s comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Registration Statement.

 The Company respectfully advises the Commission that the Company plans to request that the
Commission declare the effectiveness of the Registration Statement today. The Company would greatly appreciate the Commission’s continuing assistance and support in meeting the proposed timetable for the offering.

General

Cooley HK

 Registered Foreign Law
Firm in Hong Kong (USA)

 In Association with CYL & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 U.S. Securities and Exchange Commission

Fangdd Network Group Ltd.

 October 31, 2019

 Page
 2

1.
 We note your disclosure that the indication of interest is for up to $20 million of your
American Depository Shares and that it is not binding. If material, please add a risk factor describing the risks of the indication of interest.

In response to the Staff’s comment, the Company has added a risk factor describing the risks of the indication of interest on page 50 of
the Registration Statement.

 Recent Developments, page 7

2.
 Please confirm for us whether your financial statements for the quarterly period ended
September 30, 2019 are complete and whether they have been made available to shareholders, exchanges or others in any jurisdiction.

The Company respectfully advises the Staff that its financial statements for the quarterly period ended September 30, 2019 are not
complete and the Company has not made any completed financial statements for the quarterly period ended September 30, 2019 to its shareholders, exchanges or others in any jurisdiction.

3.
 We note from your disclosure on page 24 that you expect to record a US$71.99 million
stock compensation charge and a US$96.83 million deemed dividend related to issued options. Please expand your recent developments disclosure to include these amounts. In addition, please clarify for us whether any portion of the
stock compensation charge should be included in cost of revenue and operating expenses and the basis for your conclusion.

In response to the Staff’s comment, the Company has expanded the recent development disclosure on page 7 of the Registration Statement.

 The Company respectfully advises the Staff that options granted to employees and directors to purchase 52,165,500 ordinary shares will
become vested and exercisable upon the completion of the proposed offering. The stock-based compensation expenses in an amount of approximately RMB494.2 million (US$72.0 million) in connection with these options will be included in cost of revenue
and operating expenses.

 Regarding the option granted to one of our Series C preferred shareholders, Greyhound Investment Ltd., on October
8, 2019 to acquire 172,908,804 Class A ordinary shares, the Company has determined that the value transferred to the Series C preferred shareholder (i.e., the fair value of the option) should be accounted for as a deemed dividend in an amount of
approximately RMB664.73 million (US$96.83 million) reconciling net income to net income available for ordinary shareholders.

 In assessing
the accounting treatment of the option granted to the Series C preferred shareholder, the Company has considered the guidance provided in the speech of Kirk Crew in the 2014 AICPA National Conference. The Company has concluded that the option
represents the consideration transferred to the Series C preferred shareholder for its waiver of the requirement for the minimum IPO valuation that was stipulated in the original Series C preferred share agreement. From the perspective of the Series
C preferred shareholder, there were no substantive changes to its decision to hold the Company’s ordinary shares (through the conversion feature) upon the completion of the IPO. There has been no legal exchange that results in the issuance of
new preferred shares. Accordingly, the Company concluded that the option granted to the Series C preferred shareholder should be accounted for as a modification to (rather than an extinguishment of) the Series C preferred shareholder and as a deemed
dividend reconciling net income to net income available for common shareholders.

Cooley HK

 Registered Foreign Law
Firm in Hong Kong (USA)

 In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 U.S. Securities and Exchange Commission

Fangdd Network Group Ltd.

 October 31, 2019

 Page
 3

 Dilution, page 65

4.
 We note your disclosure that the dilution tables exclude the impact of 280,352,382 ordinary shares issuable
upon exercise of outstanding share options at a weighted average exercise price of $0.0000001 per ordinary share. Please tell us how your disclosure complies with Item 9 E of Form 20-F. Specifically, tell us
how you considered shares which directors, senior management or affiliated persons have the right to acquire in your dilution tables.

In response to the Staff’s comment, the Company has added disclosure on page 66 of the Registration Statement to include a comparison of
the public contribution in the proposed offering and the effective cash contribution of the Company’s directors, officers and affiliated persons paid or would pay in connection with the shares such persons purchased in the past five years or
have the right to purchase from us.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Factors
Affecting Our Results of Operations, page 78

5.
 Please tell us how you considered the need for a more robust discussion of the
US$71.99 million stock compensation charge and the US$96.83 million deemed dividend you expect to recognize upon completion of this offering. Please address the following in your response and consider expanding
your disclosure accordingly:

 In response to the Staff’s comment, the Company has added a key factor affecting
its results of operations on pages 80 and 81 of the Registration Statement to specifically discuss the stock-based compensation expenses and deemed dividend it expects to recognize and the associated impact on its results of operations. Disclosure
has also been added on pages 100 and 101 to discuss the fair value of ordinary shares as of December 31, 2018 and June 30, 2019.

•

 Clarify how you calculated the amount of stock compensation expense and deemed dividend you expect to incur
and the fair value of your stock on the date of the calculation.

Cooley HK

 Registered Foreign Law
Firm in Hong Kong (USA)

 In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 U.S. Securities and Exchange Commission

Fangdd Network Group Ltd.

 October 31, 2019

 Page
 4

 The Company
respectfully advises the Staff that with respect to the options granted to employees and directors to purchase 52,165,500 ordinary shares which will become vested and exercisable upon the completion of the proposed offering, the amount of
stock-based compensation expenses is based on the fair value of the option at their respective dates of options grant, the weighted average fair value of which is approximate US$1.38 per share.

For the deemed dividend in relation to the option granted to one of the Company’s Series C preferred shareholders, Greyhound Investment
Ltd., to acquire 172,908,804 Class A ordinary shares, the amount of deemed dividend is based on the fair value on the grant date (October 8, 2019), which is US$0.56 per share. The Company used $0.56, which is the
mid-point of the estimated range of the IPO as the fair value of its ordinary shares as of October 8, 2019 due to the proximity of the grant date to the anticipated closing date of the IPO.

The Company has added disclosure to pages 100 and 101 of the Registration Statement to discuss the fair value of its ordinary shares as of
December 31, 2018 and June 30, 2019, respectively.

•

 It appears from your disclosure on page F-78 that the total fair value
of non-vested options amounted to approximately US$239 million at June 30, 2019. We further note your disclosure that “the Group will recognize compensation expenses relating to the stock
options vested cumulatively upon the consummation of the Group’s IPO.” Please clarify for us why the entire US$239 million amount will not be recognized as expense upon successful completion of your IPO.

The Company respectfully advises the Staff that all stock options granted to the directors, executive officers, employees or consultants are
not exercisable until the consummation of the IPO and are required to render service to the Company in accordance with a stipulated service schedule under their respective option award agreements. The US$239 million is the total fair value of
outstanding options at June 30, 2019. Upon the consummation of the IPO, the Company will only immediately recognize compensation expenses relating to the stock options with service conditions already fulfilled and therefore
vested. Options that remain unvested (i.e., service conditions not yet fulfilled) at the time of the consummation of the IPO will not give rise to share-based compensation expenses at that time. Instead, the Company will
recognize expenses in according with the vesting schedules of those unvested options.

Cooley HK

 Registered Foreign Law
Firm in Hong Kong (USA)

 In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 U.S. Securities and Exchange Commission

Fangdd Network Group Ltd.

 October 31, 2019

 Page
 5

•

 Further to the above comment, please clarify the timing and amount of stock compensation charges that will be
recognized beyond the immediate period after the consummation of your offering.

 The following table sets forth the
timing and amount of stock-based compensation expenses that the Company expects to recognize based on the options outstanding as of the date of the prospectus.

US$ in million

 Upon consummation of IPO

72.0

 After consummation of IPO

76.4

 Fourth quarter of 2019

27.9

 Year ending December 31, 2020

34.1

 Year ending December 31, 2021

14.1

 Year ending December 31, 2022

0.3

 Total

148.4
(1)

(1)
 The difference between (i) the total amount of stock-based compensation expenses that will be recognized
upon and after the consummation of the IPO based on the options outstanding as of the date of the prospectus and (ii) the total fair value of non-vested options as of June 30, 2019, resulted from the
cancellation of certain outstanding options during the period from June 30, 2019 to present.

 In response to the
Staff’s comment, the Company has included the disclosure of the foregoing information on pages 24, 80 and 81 of the Registration Statement.

Fair value of our ordinary shares, page 100

6.
 Please tell us what consideration you have given to updating this disclosure through the most recent option
grant date.

 In response to the Staff’s comment, the Company has updated the disclosure on pages 100 and 101 of
the Registration Statement to discuss the fair value its ordinary shares as of December 31, 2018 and June 30, 2019.

*            *
 *

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 Will H. Cai

 +852 3758 1210

 wcai@cooley.com

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3758 1210 or via e-mail at wcai@cooley.com.

Very truly yours,

 /s/ Will H. Cai

Will H. Cai

 Enclosures

cc:
 Yi Duan, Chairman of the Board of Directors and Chief Executive Officer, Fangdd Network Group Ltd.

 Huaxin Wen, Financial Director, Fangdd Network Group Ltd.

Charlie Kim, Esq., Cooley LLP

John Fung, Partner, KPMG Huazhen LLP

Joe Cheng, Partner, KPMG Huazhen LLP

Shuang Zhao, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with CYL & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

CORRESP
1
filename1.htm

Underwriter Acceleration letter

 MORGAN STANLEY & CO. LLC

1585 Broadway

 New York, NY 10036

United States

 CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

 New York, NY 10013

United States

 UBS SECURITIES LLC

1285 Avenue of the Americas

 New York, NY 10019

United States

 CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED

 29th Floor, One International Finance Center

1 Harbour View Street

 Central, Hong Kong

AMTD GLOBAL MARKETS LIMITED

23/F-25/F, Nexxus Building

41 Connaught Road Central

 Hong Kong

As representatives of the underwriters

VIA EDGAR

October 31, 2019

 Mr. Eric
McPhee

 Mr. Robert Telewicz

Mr. Jonathan Burr

Ms. Sonia Barros

 Division
of Corporation Finance

 Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C., 20549

Re:
 Fangdd Network Group Ltd. (the “Company”)

Registration Statement on Form F-1, as amended (Registration
No. 333-234130)

 Registration Statement on Form 8-A
(Registration No. 001-39109)

 Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting
effectiveness at 4:00 p.m., Eastern Time on October 31, 2019, or as soon thereafter as is practicable.

 Pursuant to
Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 24, 2019 and the date hereof, copies of the Company’s preliminary prospectus dated
October 23, 2019 were distributed as follows:

 More than 1190 copies to prospective underwriters, institutional
investors, dealers and others.

 The undersigned advise that the underwriters have complied and will continue to comply
with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

MORGAN STANLEY & CO. LLC

CITIGROUP GLOBAL MARKETS INC.

UBS SECURITIES LLC

 CHINA
INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

 AMTD GLOBAL MARKETS LIMITED

As representatives of the underwriters

MORGAN STANLEY & CO. LLC

By:

 /s/ Robert Holley

Name:

Robert Holley

Title:

Vice President

 [Signature page to
Acceleration Request]

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Katherine Fang

Name:

Katherine Fang

Title:

Managing Director

 [Signature page to
Acceleration Request]

UBS SECURITIES LLC

By:

 /s/ Jake Ettore

Name:

Jake Ettore

Title:

Director

By:

 /s/ Daniel Parisi

Name:

Daniel Parisi

Title:

Director

 [Signature page to
Acceleration Request]

CHINA INTERNATIONAL CAPITAL CORPORATION

HONG KONG SECURITIES LIMITED

 By:

 /s/ REN YI

 Name:

REN YI

 Title:

Managing Director

 [Signature page to
Acceleration Request]

AMTD GLOBAL MARKETS LIMITED

 By:

 /s/ MING LIN CHEUNG

 Name:

MING LIN CHEUNG

 Title:

Managing Director

 [Signature page to
Acceleration Request]

CORRESP
1
filename1.htm

Issuer Acceleration letter

 October 31, 2019

VIA EDGAR

 Mr. Eric McPhee

Mr. Robert Telewicz

 Mr. Jonathan Burr

Ms. Sonia Barros

 Division of Corporation Finance

Office of Real Estate and Commodities

 U.S. Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.,
20549

Re:
 Fangdd Network Group Ltd. (CIK: 0001750593)

Registration Statement on Form F-1 (File No. 333-234130)

 Registration Statement on Form 8-A (File No. 001-39109)

Dear Ladies and Gentlemen:

 Pursuant to Rule 461
of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Fangdd Network Group Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4:00
p.m., Eastern Time on October 31, 2019, or as soon thereafter as practicable.

 The Company also requests that the Registration
Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the
“Registration Statements”)

 If there is any change in the acceleration request set forth above, the Company will promptly notify
you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the
Company or by any attorney from the Company’s U.S. counsel, Cooley LLP.

 The Company understands that the representatives of the
underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page
follows]

Very truly yours,

Fangdd Network Group Ltd.

By:

 /s/ Yi Duan

Name:

Yi Duan

Title:

 Chairman of the Board of Directors and

 Chief
Executive Officer

 [Signature Page to Issuer Acceleration Request]

October 30, 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
Registration Statement on Form F-1
Filed October 23, 2019
File No. 333-234130
Dear Mr. Duan:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 17, 2019 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed October 23, 2019
General
1.We note your disclosure that the indication of interest is for up to $20 million of your
American Depository Shares and that it is not binding.  If material, please add a risk factor
describing the risks of the indication of interest.

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 October 30, 2019 Page 2
 FirstName LastNameYi Duan
Fangdd Network Group Ltd.
October 30, 2019
Page 2
Recent Developments, page 7
2.Please confirm for us whether your financial statements for the quarterly period ended
September 30, 2019 are complete and whether they have been made available to
shareholders, exchanges or others in any jurisdiction.
3.We note from your disclosure on page 24 that you expect to record a US$71.99 million
stock compensation charge and a US$96.83 million deemed dividend related to issued
options.  Please expand your recent developments disclosure to include these amounts.  In
addition, please clarify for us whether any portion of the stock compensation charge
should be included in cost of revenue and operating expenses and the basis for your
conclusion.
Dilution, page 65
4.We note your disclosure that the dilution tables exclude the impact of 280,352,382
ordinary shares issuable upon exercise of outstanding share options at a weighted average
exercise price of $0.0000001 per ordinary share.  Please tell us how your disclosure
complies with  Item 9 E of Form 20-F.  Specifically, tell us how you considered shares
which directors, senior management or affiliated persons have the right to acquire in your
dilution tables.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Results of Operations, page 78
5.Please tell us how you considered the need for a more robust discussion of the US$71.99
million stock compensation charge and the US$96.83 million deemed dividend you expect
to recognize upon completion of this offering.  Please address the following in your
response and consider expanding your disclosure accordingly:
•Clarify how you calculated the amount of stock compensation expense and deemed
dividend you expect to incur and the fair value of your stock on the date of the
calculation.
•It appears from your disclosure on page F-78 that the total fair value of non-vested
options amounted to approximately US$239 million at June 30, 2019.  We further
note your disclosure that "the Group will recognize compensation expenses relating
to the stock options vested cumulatively upon the consummation of the Group's IPO."
Please clarify for us why the entire US$239 million amount will not be recognized as
expense upon successful completion of your IPO.
•Further to the above comment, please clarify the timing and amount of stock
compensation charges that will be recognized beyond the immediate period after the
consummation of your offering.

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 October 30, 2019 Page 3
 FirstName LastName
Yi Duan
Fangdd Network Group Ltd.
October 30, 2019
Page 3
Fair value of our ordinary shares, page 100
6.Please tell us what consideration you have given to updating this disclosure through the
most recent option grant date.
            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 Jonathan Burr at 202-551-5833 or Sonia Barros at 202-551-3655 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Will H. Cai

CORRESP
1
filename1.htm

CORRESP

 Will H. Cai

+852 3758 1210

 wcai@cooley.com

 October 23, 2019

VIA EDGAR

Mr. Jonathan Burr

Ms. Sonia Barros

 Division
of Corporation Finance

 Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington,
D.C., 20549

 Re:

 Fangdd Network Group Ltd. (CIK No. 0001750593)

 Amendment No. 1 to Registration Statement on Form F-1

 (File No. 333-234130)

 Dear Mr. Burr and Ms. Barros:

On behalf of our client, Fangdd Network Group Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the
Staff’s letter dated October 17, 2019 on the Company’s registration statement on Form F-1 (the “Registration Statement”) dated October 8, 2019 via EDGAR.

The Company has responded to the Staff’s comment by filing the revised document as requested. The Staff’s comment is repeated below
in bold and followed by the Company’s response.

 Concurrently with the submission of this letter, the Company is filing herewith
Amendment No. 1 to the Company’s Registration Statement containing a preliminary prospectus with a price range and certain exhibits.

To facilitate the Staff’s review, the Company has separately delivered to the Staff today five courtesy copies of the Registration
Statement, marked to show changes to the registration statement dated October 8, 2019, and two copies of the submitted exhibits.

 The
Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about October 31, 2019, and will file the joint acceleration requests before the requested effective time. The Company would greatly
appreciate the Staff’s continued assistance and support in meeting the proposed timetable for the offering.

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with CYL & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 Exhibit 99.2, page II-3

1.
 Please delete the language stating that the opinion is not to be used “or relied upon by anyone
else.”

 In response to the Staff’s comment, the Company has filed the revised PRC legal opinion as Exhibit
99.2 to the Registration Statement.

 *        *         *

 Cooley HK

 Registered Foreign
Law Firm in Hong Kong (USA)

 In Association with CYL & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 Will H. Cai

+852 3758 1210

 wcai@cooley.com

 If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3758 1210 or via e-mail at wcai@cooley.com.

 Very truly yours,

 /s/ Will H. Cai

 Will H. Cai

 Enclosures

 cc:

 Yi Duan, Chairman of the Board of Directors and Chief Executive Officer, Fangdd Network Group Ltd.

 Huaxin Wen, Financial Director, Fangdd Network Group Ltd.

 Charlie Kim, Esq., Cooley LLP

 John Fung, Partner, KPMG Huazhen LLP

 Joe Cheng, Partner, KPMG Huazhen LLP

 Shuang Zhao, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with CYL & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

October 17, 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.
Registration Statement on Form F-1
Filed October 8, 2019
File No. 333-234130
Dear Mr. Duan:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1 filed October 8, 2019
Exhibit 99.2, page II-3
1.Please delete the language stating that the opinion is not to be used “or relied upon by
anyone else.”

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 October 17, 2019 Page 2
 FirstName LastName
Yi Duan
Fangdd Network Group Ltd.
October 17, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jonathan Burr at 202-551-5833 or Sonia Barros at 202-551-3655 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Will H. Cai

CORRESP
1
filename1.htm

CORRESPONDENCE

 Will H. Cai

 +852 3758 1210

 wcai@cooley.com

October 8, 2019

 VIA
EDGAR

 Mr. Robert Telewicz, Accounting Branch Chief

Mr. Eric Mcphee, Staff Accountant

 Ms. Sonia Barros,
Assistant Director

 Mr. Joshua Lobert, Staff Attorney

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C., 20549

Re:
 FANGDD NETWORK GROUP LTD (CIK No. 0001750593)

 Response to the Staff’s Comments on the Draft Registration

 Statement on Form F-1 Confidentially Submitted on
September 13, 2019

 Dear Mr. Telewicz, Mr. Mcphee, Ms. Barros and Mr. Lobert:

On behalf of our client, Fangdd Network Group Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated September 23, 2019 on the Company’s draft registration statement on Form F-1 confidentially submitted on September 13, 2019 (the “Draft Registration
Statement”).

 Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission for the initial public filing pursuant to the Jumpstart Our Business Startups Act (the “JOBS
Act”).

 To facilitate the Staff’s review, the Company has separately delivered to the Staff today five courtesy copies of
the Registration Statement, marked to show changes to the Draft Registration Statement, and two copies of the submitted exhibits.

 The
Company has responded to the Staff’s comments by providing an explanation or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and are followed by the Company’s responses.

The Company respectfully advises the Staff that it intends to file an amendment to the Registration Statement on Form F-1 containing the estimated price range and offering size on or about October 23, 2019 and commence roadshow activities thereafter. The Company would appreciate the Staff’s continued assistance to help
the Company meet this timeline.

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 Off-Balance Sheet Commitments and Arrangements, page 93

1.
 We have reviewed your response to comment 1 and note the additional disclosure provided pursuant to ASC 810-10-50-2A and
810-10-50-4. In your next amendment, please revise your disclosure within your discussion of
off-balance sheet commitments and arrangements to provide all the information required by Item 303(a)(4) of Regulation S-K, particular disclosures required by Item
303(a)(4)(A) through Item 303(a)(4)(D). In your response, tell us how you have met all of these disclosure requirements or explain to us why you do not believe they are applicable.

In response to the Staff’s comment, the Company has revised the disclosure on pages 94 and 95 of the Registration Statement as follows:

•

 The Company added disclosure on the nature and business purpose of the
off-balance sheet arrangements in the first paragraph under the caption “Off-Balance Sheet Commitments and Arrangements” on page 94 to address the requirements
under Item 303(a)(4)(A);

•

 The Company added disclosure on the importance of the off-balance sheet
arrangements to the Company in the third paragraph under the caption “Off-Balance Sheet Commitments and Arrangements” on page 95 to address the requirements under Item 303(a)(4)(B); and

•

 The Company disclosed the revenues, cost of revenues and cash flows arising from the off-balance sheet arrangements in the third paragraph under the caption “Off-Balance Sheet Commitments and Arrangements” on page 95 to address the requirements under
Item 303(a)(4)(C).

 The Company respectfully advises the Staff that it believes that other requirements under Item
303(a)(4) of Regulation S-K are not applicable to it for the following reasons:

•

 It did not have any interests retained, securities issued and other indebtedness incurred in connection with off-balance sheet arrangements which are required to be disclosed under Item 303(a)(4)(C).

•

 It did not have any other obligations or liabilities arising from
off-balance sheet arrangements which are required to be disclosed under Item 303(a)(4)(C) than those that are already disclosed in the Registration Statement.

•

 To the Company’s knowledge, there is no event, demand, commitment, trend or uncertainty that will result in
or is reasonably likely to result in the termination, or material reduction in availability of the off-balance sheet arrangements to the Company, of its off-balance
sheet arrangement which are required to be disclosed in Item 303(a)(4)(D).

*    *    *

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

 Will H. Cai

 +852 3758 1210

 wcai@cooley.com

 If you have any questions
regarding the Registration Statement, please contact the undersigned by phone at +852 2293 2366 or via e-mail at wcai@cooley.com.

Very truly yours,

 /s/ Will H. Cai

Will H. Cai

 Enclosures

cc:
 Yi Duan, Chairman of the Board of Directors and Chief Executive Officer, Fangdd Network Group Ltd.

 Huaxin Wen, Financial Director, Fangdd Network Group Ltd.

 Charlie Kim, Esq., Cooley LLP

 John Fung, Partner, KPMG Huazhen LLP

 Joe Cheng, Partner, KPMG Huazhen LLP

 Shuang Zhao, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

 Cooley HK

Registered Foreign Law Firm in Hong Kong (USA)

In Association with Cai, Lee & Partners

Room 1601, Level 16 Two ChinaChem Central 26 Des Voeux Road Central, Central, Hong Kong

t: + 852 3758 1200 f: + 852 3758 1201 cooley.com

September 23, 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. 5 to
Draft Registration Statement on Form F-1
Response dated September 13, 2019
CIK No. 0001750593
Dear Mr. Duan:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS F-1 Filed September 13, 2019
Off-Balance Sheet Commitments and Arrangements , page 93
1.We have reviewed your response to comment 1 and note the additional disclosure
provided pursuant to ASC 810-10-50-2A and 810-10-50-4.  In your next amendment,
please revise your disclosure within your discussion of off-balance sheet commitments
and arrangements to provide all the information required by Item 303(a)(4) of Regulation
S-K, particular disclosures required by Item 303(a)(4)(A) through Item 303(a)(4)(D).  In
your response, tell us how you have met all of these disclosure requirements or explain to

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 September 23, 2019 Page 2
 FirstName LastName
Yi Duan
Fangdd Network Group Ltd.
September 23, 2019
Page 2
us why you do not believe they are applicable.
            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 Josh 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

August 16, 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
Response dated August 5, 2019
CIK No. 0001750593
Dear Mr. Duan:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 3, 2019 letter.
Form DRS F-1 Filed June 6, 2019
Financial Statements
9. Equity Method Investments, page F-36
1.We have considered your response to our prior comments 1 and 2.  Please address the
following with respect to the limited partnerships formed as part of your Sales
Commitment Arrangements:
•Please revise your off-balance sheet commitments and arrangements disclosures on
page 93 to include the disclosures required by Item 303(a)(4) of Regulation S-K as

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 August 16, 2019 Page 2
 FirstName LastName
Yi Duan
Fangdd Network Group Ltd.
August 16, 2019
Page 2
they relate to these unconsolidated limited partnerships.
•Please revise your financial statement disclosures to include the disclosures required
by ASC Topics 810-10-50-2A and 810-10-50-4 as they related to these limited
partnerships.  In particular, please revise your disclosure to include the company's
maximum exposure to loss related to the unconsolidated limited partnerships, a
discussion of any arrangements that require the company to provide additional
financial support to the limited partnerships and the amount of that additional financial
support to the extent known.
            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 Josh 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

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

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

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

 FirstName LastNameYi Duan
 Comapany NameFangdd Network Group Ltd.
 March 26, 2019 Page 2
 FirstName LastNameYi Duan
Fangdd Network Group Ltd.
March 26, 2019
Page 2
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

February 13, 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.
Draft Registration Statement on Form F-1
Submitted December 20, 2018
CIK No. 0001750593
Dear Mr. Duan:
            We have reviewed your 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 F-1 Filed December 20, 2018
General
1.Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

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Summary
Our Marketplace, page 3
2.Please expand your definition of "gross merchandise value" to state clearly how you
calculate it.
3.We note that your closed-loop GMV and commission-based GMV were the same in 2016
and 2017.  Please advise us as to why these metrics were the same, and why both provide
useful information to investors.
Risk Factors
"We may fail to compete effectively with existing and new industry players . . .,", page 16
4.Please revise your disclosure, where applicable, to provide an estimate of the number of
competitors in your industry, and your competitive position, if known. To the extent any
of your competitors are dominant in your top markets, please revise to describe in
additional detail.
Capitalization, page 57
5.Please revise your capitalization table to reflect the total capitalization of the company
rather than the total liabilities, mezzanine equity and deficit.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
72
6.Please revise your discussion of net income to include discussion of your continuing loss
from operations.  Your disclosure should also include a discussion of government grants
received during the period, the relevant terms of those grants, and whether such grants are
expected to continue in the future.
7.Tell us how you considered the need to include obligations created by your sales
commitment arrangements in your contractual obligations table on page 81.  Reference is
made to Item 303(a)(5) of Regulation S-K.
8.Please explain further why you believe closed-loop GMV per employee is a useful metric
for investors.
Extensive and Verified Online Property Database and Listings, page 102
9.We note your disclosure on page 103 that "[y]our listings span more than 100 urban
centers and satellite cities in China" and that you have "engag[ed] with the top 100
developers in China." Please expand your discussion of the geographic location of your
listings.

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Business
Marketplace Participants, page 105
10.Please revise your disclosure here, and throughout your document, to clarify whether
revenue has been generated from non-closed-loop agents.  In that regard, we note that
closed-loop GMV is equal to commission-based GMV, which seems to indicate that
commissions have been generated solely from closed-loop transactions.
Our Marketplace, page 105
11.Please provide support for the following claims made in this section:
•You have established business relationships with "most of the top 100 developers in
China as of December 31, 2017;"
•You typically receive "preferable terms from developers, including pricing,
commission payment period and commission rate;"
•You "have obtained new property listings with favorable terms, including competitive
property prices and exclusive selling rights."
Mobile Applications and Websites, page 107
12.We note your disclosure that "[i]in the first six months of 2018, [y]our websites and
mobile applications attracted 14.7 million unique visitors." Please tell us what
consideration was given to separately disclosing the number of unique visitors who visit
your website from those who use your mobile applications. If you do not believe separate
disclosure would be meaningful or material, please tell us why. Additionally, to the extent
possible, please revise your disclosure to discuss, where applicable, what percentage of
monthly unique visitors resulted in a revenue generating event.
13.Please tell us how you ensure that a user who visits your website and uses a mobile
application, or visits your website or uses your mobile applications multiple times is not
counted more than once.
Intellectual Property, page 112
14.We note that you own 2 registered patents, 44 registers copyrights, and 211 registered
trademarks in China and 9 registered domain names as of the date of the prospectus.
Please revise to describe any relevant expiration dates and the importance of each to your
business.  Refer to Item 4.B.6 of Form 20-F.
Description of American Depositary Shares
Amendment and Termination, page 153
15.The description of the ADSs indicates that you may amend or terminate the deposit
agreement without consent. Please explain the circumstances under which you may

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exercise this right, and include corresponding risk factor disclosure.
Notes to the Consolidated Financial Statements
(l) Deposits with real estate developers, page F-16
16.Please provide us with a more detailed discussion of your Sales Commitment
Arrangements.  In your response, please address the following:
•Clarify for us how you account for deposits made with the developer under these
arrangements.  In this regard, we note that the required deposit varies over the course
of the agreement.  Explain to us whether the entire deposit is accrued at the time the
agreement is executed, or if deposits are recorded as paid.
•Explain to us when you recognize revenue under these arrangements.  Your response
should include a discussion of how your ongoing obligation to purchase unsold
properties impacts the timing of revenue recognition.  Cite any relevant accounting
literature in your response.
•Tell us how you determined your collaborative arrangements with funding partners fall
within the scope of ASC Topic 808.  Your response should include, but not be limited
to, a discussion of how you considered the guidance in ASC Topic 808-10-15-
8 through 808-10-15-9.
(r) Revenue, page F-19
17.We note that you recognize commission revenue from sales of primary properties and
rentals of secondary properties, as well as Sales Incentive Income, when the sales and
purchase agreement or rental agreement is ratified and required down payments are made.
Please tell us if there are any circumstances in which this entire commission or sales
incentive amount may become no longer due in full after this point.  For example, would
there be any reduction in the full commission or sales incentive amount due to you if the
purchaser does not complete the acquisition of the property.
18.Please provide us with a detailed analysis supporting your conclusion that commission
income should be recognized on a gross rather than net basis.  Your analysis should
include a summary of the terms of your contracts with property sellers and agents, and a
discussion of the performance obligations contained therein.  Reference is made to ASC
Topic 606-10-55-36 through 606-10-55-40.
Exhibit Index, page II-4
19.If you are not in a position to file your legal and tax opinions with the next amendment,
please provide a draft copy for our review.
20.We note that you intend to file the form of employment agreement for your executive
officers as Exhibit 10.3, even though you disclose on page 129 that you have entered into
employment agreements with each of your executive officers.  Please file complete copies
of such executed agreements as exhibits to the registration statement.

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            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