DUO FangDD Network Group Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission file number: 001-39109

 

Fangdd Network Group Ltd.

 

Room 1501, Shangmei Technology Building

15 Dachong Road

Nanshan District, Shenzhen, 518072

People’s Republic of China

Phone: +86 755 2699 8968

(Address and Telephone Number of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  ☒          Form 40-F  ☐

 

 

 

Termination of Patent Purchase Agreement

 

As previously disclosed in a current report on Form 6-K dated June 24, 2024, Fangdd Network Group Ltd. (the “Company”) entered into a patent purchase agreement (the “Patent Purchase Agreement”) to acquire certain patents related to cloud computing technology in China, as part of the Company’s strategy to expand into technology-enabled real estate management business. Under the Patent Purchase Agreement, the purchase price for the patents was US$35,000,000, and if certain conditions were met, the seller was entitled to receive additional earnout payments; in the event the transaction did not close by September 21, 2024, either party could terminate the agreement by providing written notice, without incurring liability to the other party. Since the transaction under the Patent Purchase Agreement did not close, the parties executed a termination agreement (the “Termination Agreement”) on January 15, 2025, through which the parties mutually agreed to terminate the Patent Purchase Agreement and any transactions contemplated thereunder.

 

The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of such agreement furnished as Exhibit 99.1 to this Form 6-K and incorporated by reference herein.

 

INCORPORATION BY REFERENCE

 

This report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the registration statement of Fangdd Network Group Ltd. on Form F-3 (No. 333-267397) to the extent not superseded by documents or reports subsequently filed.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Form of Termination Agreement between Fangdd Network Group Ltd. and certain company

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Fangdd Network Group Ltd.
	By:	/s/ Xi Zeng
		Name:	Xi Zeng
		Title:	Chief Executive Officer and Chairman of the Board of Directors

 

Date: January 17, 2025

 

 

3

Exhibit 99.1

 

Termination Agreement

 

This Termination Agreement (“Agreement”) is made effective as of ________, 2025 (the “Effective Date”) by and between ________________, a company incorporated in the British Virgin Islands (“Seller”), and Fangdd Network Group Ltd., a company incorporated in the Cayman Islands (“Buyer”).

 

Recitals

 

A. Seller and Buyer entered into that certain Patent Purchase Agreement, dated as of June 21, 2024 (the “Patent Purchase Agreement”), whereby Buyer intends to purchase certain patents from Seller.

 

B. As of the Effective Date, the purchaser price under the Patent Purchase Agreement has not been paid, and the parties hereto intend to terminate the Patent Purchase Agreement on the terms and conditions set forth herein.

 

The parties hereto therefore agree as follows:

 

Agreement

 

1. Termination of Agreement. The parties hereto agree that and acknowledge that, as of the Effective Date, the Patent Purchase Agreement, including the transactions contemplated thereunder, be, and hereby are, terminated and of no further force and effect.

 

2. Further Cooperation. At any time or from time to time after the Effective Date, the parties hereto agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to carry out the intent of the parties hereto.

 

3. Counterparts. This Agreement may be executed electronically and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

4. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Agreement.

 

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong in all respects without giving effect to conflict of law principles thereof.

 

[Remainder of Page Intentionally Left Blank]

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

  

	By:
	Name:
	Title:

 

Signature Page to Termination Agreement

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

 

	FANGDD NETWORK GROUP LTD.
	By:
	Name:	Xi Zeng
	Title:	Chairman of the Board and Chief Executive Officer

 

Signature Page to Termination Agreement

 

 

 

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