TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 20, 2023 Zeng Xi Chief Executive Officer Fangdd Network Group Ltd. Room 602, Unit B4, Kexing Science Park 15 Keyuan Road, Technology Park Nanshan District, Shenzhen, 518057 People s Republic of China Re: Fangdd Network Group Ltd. Form 20-F for the Year Ended December 31, 2022 Filed April 19, 2023 File No. 001-39109 Dear Zeng Xi: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 144 1. We note your statement that you reviewed your register of members and public filings made by your shareholders, in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). Zeng Xi FirstName LastNameZeng Xi Fangdd Network Group Ltd. Comapany July NameFangdd Network Group Ltd. 20, 2023 July 20, Page 2 2023 Page 2 FirstName LastName 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3. We note that your disclosures pursuant to Item 16I(b) use terms such as us, our, or our company. It is unclear from the context of these disclosures whether these terms are meant to encompass you and all of your consolidated foreign operating entities or whether in some instances these terms refer solely to Fangdd Network Group Ltd. Please note that Item 16I(b) requires that you provide each disclosure for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. To clarify this matter, please provide the information required by each subsection of Item 16I(b) for you and all of your consolidated foreign operating entities in your supplemental response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Will Cai