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FangDD Announces US$21 Million Convertible Note Private Placement and Proposed Issuance of Class C Ordinary Shares

SHENZHEN, China, Jan. 13, 2023 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a leading property technology company

articleFangdd Network Group Ltd.January 13, 20234/company/fangdd-network-group-ltd/news/fangdd-announces-usdollar21-million-convertible-note-private-placement-and-proposed-issuance-of-class-c-ordinary-shares
FangDD Announces US$21 Million Convertible Note Private Placement and Proposed Issuance of Class C Ordinary Shares

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[{"type":"text","content":"SHENZHEN, China, Jan. 13, 2023 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a leading property technology company in China, today announced that it had entered into a convertible note purchase agreement, under which the Company will sell and issue a convertible promissory note in a principal amount of US$21 million (the “Note”) to an investor through private placement. The closing of the transactions is subject to the satisfaction of customary closing conditions and is expected to take place in February 2023. The Note will mature in six months following the issuance, bearing interest at the rate of 8% per annum which shall be payable on the maturity date. At the Company’s option, the term of the Note may be extended to a period no more than 364 days. At any time after the issuance and before the maturity date, the Note is convertible, in whole but not in part, into class A ordinary shares of the Company (the “Class A Ordinary Shares”) at the option of the holder thereof at a price equal to 64% of the higher of the following (adjusted by the ADS-to-share ratio): (i) the average closing price of the Company’s American depositary shares (the “ADSs”) for the last 5 days preceding the date of the conversion notice and (ii) US$0.47. Each ADS currently represents 375 Class A Ordinary Shares. Unless previously converted, the Company shall repay the outstanding principal amount plus all accrued but unpaid interest on the maturity date. The Note shall be an unsecured general obligation of the Company. Additional information regarding the private placement and the Note will be included in a Form 6-K to be filed by FangDD with the U.S. Securities and Exchange Commission (the “SEC”). To maintain a stable corporate structure following the potential conversion of the Note, the Company has entered into a share subscription agreement, under which the Company has agreed to sell and issue up to 7,875,000 class C ordinary shares of the Company with the same rights, privileges and restrictions approved by the board of directors on November 29, 2022 to ZX INTERNATIONAL LTD, a British Virgin Islands company controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer of the Company, if the Company receives a conversion notice from the Note holder. The per share purchase price...

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