EX-4.5 6 d731171dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

THIS AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is dated as of October 8, 2019, among FANGDD NETWORK GROUP LTD, an exempted limited liability incorporated under the laws of Cayman Island (the “Company”), the Founders, the Series A Investors, the Series B Investors, the Series C Investors (together with the Founders, Series A Investors, Series B Investors, the “Shareholders”) and certain other parties thereto. Capitalized terms used but not otherwise defined in this Amendment should have the meanings given such terms in the Amended and Restated Shareholders Agreement dated as of June 30, 2015 by and among the Company and the Shareholders (the “Agreement”).

WITNESSETH:

WHEREAS, Section 12.9 of the Agreement provides that, any term of this Agreement may be amended and the observance of any term of the Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of (i) the Company, (ii) the Ordinary Shareholder Majority and (iii) the Preferred Shareholder Special Majority; (iv) the Series A Lead Investor and (v) the Series B Co-Lead Investors and the (vi) the Series C Lead Investor.

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

SECTION 1 Amendment of the Agreement. The definition of “Qualified IPO” shall be replaced in its entirety by the following:

Qualified IPO” means an underwritten initial public offering of securities of the Company (or any other Group Company) on the New York Stock Exchange, Nasdaq, Hong Kong Exchange Stock Exchange, Shanghai Stock Exchange, Shenzhen Stock Exchange or other recognized regional or national exchange or quotation system in an internationally recognized stock exchange acceptable to the Preferred Shareholder Special Majority in which the per share price in such initial public offering is no less than one time (1.0x) the Series C Purchase Price Per Share, unless waived in writing by the Series C Lead Investor, in each case, as such prices may be adjusted for share splits or subdivisions, share dividends, combinations, recapitalizations and similar events that affect the share capital of the Company.

SECTION 2 Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof. Except as amended by or otherwise provided in this Amendment, the terms and conditions of the Agreement shall remain in full force and effect without modification or limitation.

SECTION 3 Miscellaneous. Section 12.3 (Governing Law), Section 12.4 (Dispute Resolution), Section 12.12 (No Presumption), Section 12.13 (Confidentiality and Non-Disclosure), Section 12.14 (Headings and Subtitles; Interpretation) and Section 12.15 (Counterparts) of the Agreement shall apply to this Amendment.

[Signature pages follow]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

COMPANY

 

FANGDD NETWORK GROUP LTD

By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Chairman of the Board of Directors and Chief Executive Officer

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE GROUP COMPANIES:

 

Fangdd Network Group Ltd.

By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Authorized Signatory

 

Fangdd International Holding Ltd.
By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Authorized Signatory

 

Fangdd Network Holding Limited
By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Authorized Signatory

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE GROUP COMPANIES:

 

Shenzhen FangDD Information Technology Co., Ltd.

By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Authorized Signatory
Shenzhen FangDD Network Technology Co., Ltd.
By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Authorized Signatory
Shanghai FangDD Network Technology Co., Ltd.
By:   /s/ Zhiguo Jin
Name:   Zhiguo Jin
Title:   Authorized Signatory
Nanjing FangDD Network Technology Co., Ltd.
By:   /s/ Zhiguo Jin
Name:   Zhiguo Jin
Title:   Authorized Signatory
Xi’an FangDD Network Technology Co., Ltd
By:   /s/ Jiancheng Li
Name:   Jiancheng Li
Title:   Authorized Signatory

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE FOUNDER VEHICLES

 

CC NETWORK INTERNATIONAL LTD
By:   /s/ Yi Duan
Name:   Yi Duan
Title:   Authorized Signatory
TIANYU NETWORK INTERNATIONAL LTD
By:   /s/ Jiancheng Li
Name:   Jiancheng Li
Title:   Authorized Signatory
ZX INTERNATIONAL LTD
By:   /s/ Xi Zeng
Name:   Xi Zeng
Title:   Authorized Signatory

XUANYU NETWORK

INTERNATIONAL LTD.

By:   /s/ Jiaorong Pan
Name:   Jiaorong Pan
Title:   Authorized Signatory
ZHOULI NETWORK INTERNATIONAL LTD
By:   /s/ Li Zhou
Name:   Li Zhou
Title:   Authorized Signatory


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE FOUNDERS
By:   /s/ Duan Yi
Name:   Duan Yi
By:   /s/ Jiancheng Li
Name:   Jiancheng Li
By:   /s/ Xi Zeng
Name:   Xi Zeng
By:   /s/ Jiaorong Pan
Name:   Jiaorong Pan
By:   /s/ Li Zhou
Name:   Li Zhou

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE SERIES A INVESTORS
FANGDD DECENT INTERNATIONAL LTD
By:   /s/ Fangdd Decent International Ltd
Name:   Liqing Zeng
Title:   Authorized Signatory
THE SERIES A LEAD INVESTOR
MERLINANO LIMITED
By:   /s/ Merlinano Limited
Name:   William Hsu
Title:   Authorized Signatory

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE SERIES B CO-LEAD INVESTORS
VICTORY PACIFIC RESOURCES LIMITED
By:   /s/ Victory Pacific Resources Limited
Name:   Daming Zhu
Title:   Director

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE SERIES B CO-LEAD INVESTORS
LIGHTSPEED CHINA PARTNERS I, L.P.
By:   /s/ Lightspeed China Partners I, L.P.
Name:   Ronald Cao
Title:   Managing Director
LIGHTSPEED CHINA PARTNERS I-A, L.P.
By:   /s/ Lightspeed China Partners I-A, L.P.
Name:   Ronald Cao
Title:   Authorized Signatory

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]


IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment as of the date first written above.

 

THE SERIES C LEAD INVESTOR
GREYHOUND INVESTMENT LTD.
By:  

/s/ Neil Gray

Name:  

Neil Gray

Title:  

Director

[Signature Page to Amendment to Amended and Restated Shareholders Agreement]