*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 30712L
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Page 2
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1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Xi Zeng |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see
instructions)
PF |
5. |
CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE
OF ORGANIZATION
The People’s Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER |
|
|
|
161,471,567 ordinary shares(1) |
8. |
SHARED VOTING POWER |
|
|
|
0 |
9. |
SOLE DISPOSITIVE POWER |
|
|
|
161,471,567 ordinary shares(1) |
10. |
SHARED DISPOSITIVE POWER |
|
|
|
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
161,471,567 ordinary shares(1) |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
6.5%(2) |
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
|
|
IN |
(1) Represents 161,396,567 Class B ordinary shares and 75,000
Class C ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands company. ZX INTERNATIONAL LTD is controlled
by ZX Rising Ltd, a company incorporated under the laws of British Virgin Islands. ZX Rising Ltd is controlled by ZX Family Trust, a
trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Xi
Zeng is the settlor of ZX Family Trust, and Mr. Zeng and his family members are the trust’s beneficiaries. Under the terms
of this trust, Mr. Zeng has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any
voting and other rights attached to, the share held by ZX International Ltd in the Issuer.
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(2) Calculated based on the number in Row 11 above divided by
2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A
ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances
upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B
ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of this Schedule 13D. Holders of Class A
ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion
rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten
votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary
share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A
ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly,
ordinary shares beneficially owned by Mr. Xi Zeng represent approximately 26.9% of the aggregate voting power of the total issued
and outstanding ordinary shares of the Issuer.
CUSIP No. 30712L
109 |
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Page 4
of 9 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
ZX INTERNATIONAL LTD |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
WC |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER |
|
|
|
161,471,567 ordinary shares(3) |
8. |
SHARED VOTING POWER |
|
|
|
0 |
9. |
SOLE DISPOSITIVE POWER |
|
|
|
161,471,567 ordinary shares(3) |
10. |
SHARED DISPOSITIVE POWER |
|
|
|
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
161,471,567 ordinary shares(3) |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
6.5%(4) |
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
|
|
CO |
(3) Represents 161,396,567 Class B ordinary shares and 75,000
Class C ordinary shares directly held by ZX INTERNATIONAL LTD, a British Virgin Islands company.
CUSIP No. 30712L
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(4) Calculated based on the number in Row 11 above divided by
2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A
ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances
upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B
ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of this Schedule 13D. Holders of Class A
ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion
rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten
votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary
share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A
ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly,
ordinary shares beneficially owned by ZX INTERNATIONAL LTD represent approximately 26.9% of the aggregate voting power of the total issued
and outstanding ordinary shares of the Issuer.
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Item 1. Security and Issuer.
This statement on Schedule 13D (this “Statement”)
relates to Class A ordinary shares, par value $0.0000001 per share, of Fangdd Network Group Ltd., a Cayman Islands company (the
“Issuer”), whose principal executive offices are at Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology
Park, Nanshan District, Shenzhen, 518057, People’s Republic of China.
The Issuer’s ADSs, each representing 375
Class A ordinary shares, are listed on the Nasdaq Global Market under the symbol “DUO.”
Item 2. Identity and Background.
(a) This
Statement is being filed jointly by Mr. Xi Zeng and ZX INTERNATIONAL LTD (each, a “Reporting Person,”
and collectively, the “Reporting Persons”).
(b) Mr. Xi Zeng is the chairman of the
board of directors and chief executive officer of the Issuer. The business address of Mr. Xi Zeng is Room 602, Unit B4, Kexing Science
Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, 518057, People’s Republic of China.
The
registered address of ZX INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola, VG 1110 British Virgin Islands.
(c) Mr. Xi
Zeng is a citizen of the People’s Republic of China. His principal occupation is chief executive officer of the Issuer.
ZX
INTERNATIONAL LTD is a company incorporated under the laws of the British Virgin Islands. ZX INTERNATIONAL LTD is controlled by
ZX Rising Ltd, a company incorporated under the laws of British Virgin Islands. ZX Rising Ltd is controlled by ZX Family Trust, a trust
established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Xi Zeng
is the settlor of ZX Family Trust, and Mr. Xi Zeng and his family members are the trust’s beneficiaries. Under the terms of
this trust, Mr. Xi Zeng has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any
voting and other rights attached to, the shares of the Issuer held by ZX INTERNATIONAL LTD.
(d)-(e) During the last five years, the Reporting
Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) See Item 2(c).
Item 3. Source or Amount of Funds or Other Consideration.
On November 30, 2022, ZX INTERNATIONAL LTD
entered into a share subscription agreement (the “Subscription Agreement”) with the Issuer, pursuant to which ZX INTERNATIONAL
LTD subscribed for 75,000 newly issued Class C ordinary shares of the Issuer, par value US$0.0000001 each, for an aggregate cash
consideration of US$238.60. The purchase was funded by existing capital held by the Reporting Persons.
The description of the Subscription Agreement
is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed herewith as Exhibit 7.02
and incorporated herein by reference.
Item 4. Purpose of Transaction.
The
information set forth in Items 3 and 5 is hereby incorporated by reference in its entirety in this Item 4.
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The
Reporting Persons acquired the ordinary shares reported herein for the purpose of maintaining a stable corporate structure and
senior management team within the Issuer, in order to execute long-term business strategies and enable new equity capital financing for
the Issuer. The Reporting Persons may, from time to time, make additional purchases of ordinary shares or ADSs of the Issuer either in
the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Issuer’s
business, prospects and financial condition, the market for the ordinary shares and the ADSs, other opportunities available to the Reporting
Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting
Persons may also decide to hold or dispose of all or part of their investments in ordinary shares.
Except as set forth above, none of the Reporting
Persons has any present plans or proposals which related to or would result in any transaction, change or event specified in clauses
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take such actions in the future as they
deem appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The
responses of each Reporting Person to rows (7) through (13) of the cover page of this Statement are hereby incorporated
by reference in their entirety in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned
by the Reporting Persons is based on 2,474,620,706 ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648
outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved
for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058
outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of this Statement.
Except as disclosed in this Statement, none of
the Reporting Persons beneficially owns any ordinary shares or has the right to acquire any ordinary shares.
Except as disclosed in this Statement, none of
the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any ordinary shares
of the Issuer that they may be deemed to beneficially own.
(c) Except
as disclosed in this Statement, none the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the
past 60 days.
(d) Except
as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons is
known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary
shares of the Issuer beneficially owned by the Reporting Persons.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 3 and Item 4 are incorporated herein by reference
in their entirety.
On November 30, 2022, ZX INTERNATIONAL LTD
entered into a Subscription Agreement with the Issuer, pursuant to which ZX INTERNATIONAL LTD subscribed for 75,000 newly issued Class C
ordinary shares of the Issuer, par value US$0.0000001 each, for an aggregate cash consideration of US$238.60. Each Class C ordinary
share is entitled to 10,000 votes. Each Class C ordinary shares is convertible into one Class A ordinary share at any time
at the option of the holder thereof while Class A ordinary shares are not convertible into Class C ordinary shares under any
circumstances. Upon (i) any sale, transfer, assignment or disposition of such number of Class C ordinary shares by a holder
thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class C ordinary shares
through a voting proxy or otherwise to any person that is not an affiliate of such holder, or (ii) the direct or indirect sale,
transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer
or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale,
transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class C ordinary shares that is an
entity to any person other than an affiliate of such holder, (iii) Mr. Xi Zeng ceasing to be the ultimate beneficial owner
of at least 80,698,283 Class A ordinary shares (on an as-if-converted basis) at any time, or (iv) Mr. Xi Zeng being permanently
unable to attend board meetings and manage the business affairs of the Issuer as a result of incapacity solely due to his then physical
and/or mental condition, Class C ordinary shares held by a holder thereof will be automatically and immediately converted into the
same number of Class A ordinary shares. Except for voting and conversion rights, holders of Class A ordinary shares, Class B
ordinary shares and Class C ordinary shares shall rank pari passu with one another and shall have the same rights, preference, privileges
and restrictions.
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The foregoing description is qualified in its
entirety by reference to the full text of the Subscription Agreement, a copy of which is filed herewith as Exhibit 7.02 and incorporated
herein by reference.
Other than as described in
this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
CUSIP No. 30712L
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 9, 2022
Xi Zeng |
By |
/s/ Xi Zeng |
|
|
Xi Zeng |
|
|
ZX INTERNATIONAL LTD |
By |
/s/ Xi Zeng |
|
|
Name: Xi Zeng |
|
|
Title: Director |