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FangDD Announces US$5,000,000 Senior Convertible Notes Offering

SHENZHEN, China, March 14, 2025 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (NASDAQ:DUO) ("FangDD" or the "Company"), a customer-oriented property technology company in China, today announced that it has entered into a securities purchase agreement with certain investors (the "Purchase Agreement") for the offering by the Company of (i) senior 5% original issue discount convertible promissory notes in an aggregate principal amount of US$5,000,000 (the "Notes"), (ii) Class A ordinary shares, par value US$0.0005625 per share, issuable from time to time upon conversion under the Notes, and (iii) additional 251,890 Class A ordinary shares in connection with the issuance of the Notes.

The Notes carry a 5% original issue discount, and have a term of nine months from the original issuance date. No interest accrues during the term of the Notes unless an event of default occurs, in which case interest will accrue at a rate of 15% per annum or, if less, the highest amount permitted by law. The Company's obligations under these Notes and those issued to certain investors on February 11, 2025 rank senior to all other existing indebtedness with the Notes issued under the Purchase Agreement and the February 2025 notes treated equally.

Holders can convert their Notes into Class A ordinary shares by providing a conversion notice. The number of shares issuable upon conversion is calculated by dividing (i) the portion of the principal and any accrued interest the holder chooses to convert by (ii) the conversion price on the date of the conversion notice. The conversion price is the lower of (i) the fixed conversion price, set at 130% of the lowest daily VWAP on the trading day immediately before the closing date of the Purchase Agreement, and (ii) the alternative conversion price, set at 90% of the lowest daily VWAP over the ten trading days immediately before the date of the conversion notice. ...