房多多上市IPO招股书.pdf

g27g35g36g12g24g3g14g3g189g4Fg48g51g44g50g48g14g11g4Bg57g50g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As confidentially submitted to the Securities and Exchange Commission on September 13, 2019Registration No. 333- g63g63g63 SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549g63g63FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933g63g63Fangdd Network Group Ltd.(Exact name of Registrant as specified in its charter)g63g63Not Applicable(Translation of Registrants name into English)g63g63g63Cayman Islands 7370 Not Applicable(State or other jurisdiction ofincorporation or organization) (Primary Standard IndustrialClassification Code Number) (I.R.S. EmployerIdentification Number)18/F, Unit B2, Kexing Science Park,15 Keyuan Road, Technology ParkNanshan District, Shenzhen, 518057Peoples Republic of China+86-755-2699-8968(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)g63 g63Puglisi & Associates850 Library Avenue, Suite 204Newark, Delaware 19711+ 1 302-738-6680(Name, address, including zip code, and telephone number, including area code, of agent for service)g63g63Copies to:g63 Will H. Cai, Esq.Charlie Kim, Esq.Henry Yin, Esq.Cooley LLPc/o Suite 1808, China World Office 2No.1, Jian Guo Men Wai AvenueBeijing, 100004, China+86 10 8540-0600 Shuang Zhao, Esq.Cleary Gottlieb Steen & Hamilton LLPc/o 37/F, Hysan Place,500 Hennessey RoadCauseway Bay, Hong Kong+852 2521-4122g63 g63Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check thefollowing box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012.g63 g63CALCULATION OF REGISTRATION FEEg63Title of each class ofsecurities to be registered Proposed maximumaggregate offeringprice(1) Amount ofregistration feeOrdinary shares, par value $0.0000001 per share(2)(3) US$ US$ (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.(2) Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of theirdistribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, andalso includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered forthe purpose of sales outside the United States.(3) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6(Registration No.333- ). Each American depositary share represents ordinary shares.g63 g63The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to such Section 8(a), may determine.g63g63g63g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the UnitedStates Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and we are not soliciting offers to buy these securities in anyjurisdiction where the offer or sale is not permitted.g63PROSPECTUS (Subject to Completion)Issued , 2019American Depositary Sharesg63Fangdd Network Group Ltd.Representing Ordinary Sharesg63 g63This is an initial public offering of American depositary shares, or ADSs, of Fangdd Network Group Ltd.We are offering ADSs to be sold in this offering. The selling shareholders identified in this prospectus are offering an additional ADSs. We will not receive any proceeds from the sale of ADSs by the selling shareholders. Each ADS represents ordinaryshares, par value US$0.0000001 per share. We anticipate the initial public offering price per ADS will be between US$ andUS$ .Prior to this offering, there has been no public market for the ADSs or our shares. We will apply to list the ADSs on the New York Stock Exchange, or theNYSE, under the symbol “DUO.”We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reportingrequirements.g63 g63Investing in the ADSs involves risk. See “Risk Factors” on page 17 to read about factors you should consider before buyingthe ADSs.g63 g63PRICE US$ PER ADSg63g63g63g33g55g4Cg46g48g3g57g52g33g58g45g4Fg4Cg46 g38g51g47g48g55g5Ag55g4Cg57g4Cg51g4Ag27g4Cg56g46g52g58g51g57g56g44g51g47g26g52g50g50g4Cg56g56g4Cg52g51g56 g33g55g52g46g48g48g47g56g3g57g52g26g52g50g53g44g51g5C Per ADS US$ US$ US$ Total US$ US$ US$ We and the selling shareholders have granted the underwriters the right to purchase up to an aggregate of additional ADSs at the initialpublic offering price less the underwriting discounts and commissions.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2019.g63g63g63CITIGROUP UBS CICC, 2019g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g63g63g63Page intentionally left blank for graphicsg63g63g63g63g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56TABLE OF CONTENTSg63Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-looking Statements and Industry Data 59 Use of Proceeds 60 Dividend Policy 61 Capitalization 62 Dilution 64 Enforceability of Civil Liabilities 66 Corporate History and Structure 68 Selected Consolidated Financial and Operating Data 73 Managements Discussion and Analysis of Financial Condition and Results of Operations 77 Industry 103 Business 110 Regulation 129 Management 140 Principal and Selling Shareholders 146 Related Party Transactions 149 Description of Share Capital 152 Description of American Depositary Shares 164 Shares Eligible for Future Sale 172 Taxation 174 Underwriting 181 Expenses Related to this Offering 189 Legal Matters 190 Experts 191 Where You Can Find Additional Information 192 Index to the Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone toprovide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, andseeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only asof the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of thisprospectus or any related free writing prospectus outside the United States.g63 ig37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56Persons outside the United States who come into possession of this prospectus or any related free writing prospectus must inform themselves about andobserve any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any related free writing prospectus outside theUnited States.Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments or subscriptions.g63iig37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56PROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financialstatements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially therisks of investing in the ADSs discussed under “Risk Factors,” before deciding whether to buy the ADSs. This prospectus contains informationfrom a commissioned report by Frost & Sullivan, an independent market research firm, that provides information on the industry we operate in andour market position in China.Our MissionOur mission is to make it easy for real estate agents to do business and empower them to achieve their dreams. We design our products andservices with the aim to support agents to grow and our goals are aligned with theirs.Through innovative use of mobile internet, cloud and big data, we pioneered the property technology industry, or PropTech industry, in Chinaand have fundamentally revolutionized the way real estate agents conduct business by providing them with our SaaS-based solutions that bringtogether essential business resources, including customers, property listings, capital and transaction data. Our software empowers agents to easilyconduct business online, improve productivity and broaden the scope of their services.Our SolutionsTwo of our co-founders, our chief executive officer and chief operating officer, started their careers as real estate agents in China decadesago. They witnessed first-hand inefficiencies in how real estate transactions were conducted and felt the need to improve the transactionexperience. Real estate transactions, unlike other types of consumer purchases, involve significant decision-making and complex transactionprocesses. Agents, with appropriate support and resources, are uniquely qualified to help consumers navigate these processes. With the help of ourthird co-founder, our chief technology officer, and his decade-long experience in internet and technology, they founded our company in 2011 toimprove the way agents run their business through technology.We are a leading PropTech company in China, operating Chinas largest online real estate marketplace as measured by the number ofregistered agents in our marketplace as of December 31, 2018, according to Frost & Sullivan. Of the approximately 2.0 million real estate agents inChina, our marketplace had over 911,000 as of December 31, 2018, representing a penetration rate of over 45%.To address the challenges faced by agents and make real estate transactions easy, we have built our solutions from the ground up and providea suite of SaaS products and services that are designed to liberate agencies and agents from the cumbersome procedures in real estate transactions,restore their focus on matchmaking and help them grow. Through modularized SaaS products and services, we provide agents with a single view oftheir business and customers and enable them to manage their customers, property inventory and transactions online with ease. We also connectagents with essential business resources through a smart matching system. Leveraging the massive data we accumulate and our strong analyticscapabilities, we also provide real estate agencies with comprehensive business intelligence tools that analyze hundreds of data metrics in theirbusiness, allowing them to optimize management process and achieve greater success.At the core of our SaaS solutions is our property database. This database is one of the largest of its kind in China according to Frost &Sullivan. As of June 30, 2019, we had 131 million properties in our database, verified through a comprehensive process, covering homes listed forsale or for rent as well as those not currently on the market.g63 1g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As we significantly upgrade the way agents conduct their business and manage their day-to-day operation, they become increasinglydependent on our tools and services to source and execute real estate transactions, allowing us to develop an agent-centric, open, and SaaS-empowered marketplace that enables real estate agents to complete transactions within our ecosystem.Our platform features an intuitive user experience and is easy to use. As agents open their online shops in our marketplace, we create profilesof them that we populate over time based on their behavior on our platform, performance and expertise. With these profiles, we are able to tailorour products and services for age