UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025

 

Commission file number: 001-39109

 

Fangdd Network Group Ltd.

 

Room 1501, Shangmei Technology Building

No. 15 Dachong Road

Nanshan District, Shenzhen, 518072

People’s Republic of China

Phone: +86 755 2699 8968

(Address and Telephone Number of Principal ExecutiveOffices)

 

Indicate by check mark whether the registrant files or will file annualreports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒          Form40-F ☐

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   FangDD Reports First Half 2025 Unaudited Financial Results

 

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Signature

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Fangdd Network Group Ltd.
   
  By: /s/ Xi Zeng
    Name:  Xi Zeng
    Title: Chief Executive Officer and Chairman of the Board of Directors

 

Date: August 29, 2025

 

 

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Exhibit 99.1

 

FangDD Reports First Half 2025 Unaudited FinancialResults

 

Shenzhen, China, August 29,2025 (GlobeNewswire) - Fangdd Network Group Ltd. (NASDAQ: DUO) (“FangDD” or “the Company”), a customer-orientedproperty technology company in China, today announced its unaudited financial results for the six months ended June 30, 2025.

 

First Half 2025 Financial Highlights

 

Revenue for the six months ended June 30, 2025 increased by 45.3% to RMB203.4 million (US$28.4 million) from RMB140.0 million for the same period of 2024.

 

Net loss for the six months ended June 30, 2025 was RMB39.2 million (US$5.5 million), compared to net income of RMB16.4 million for the same period of 2024.

 

Non-GAAP net loss1 for the six months ended June 30, 2025 was RMB39.2 million (US$5.5 million), compared to non-GAAP net income of RMB16.4 million for the same period of 2024.

 

FirstHalf 2025 Operating Highlights

 

Total closed-loop GMV2 facilitated on the Company’s platform increased by 27.3% to RMB8.0 billion (US$1.1 billion) for the six months ended June 30, 2025 from RMB6.2 billion for the same period of 2024. The growth of closed-loop GMV was mainly attributed to supportive government policies, improving market conditions in China’s real estate sector, and the Company’s strengthened focus on development of its core projects and in-depth cooperation with reputable developers.

 

Mr. Xi Zeng, Chairman and Chief Executive Officerof FangDD, commented, “In the first half of 2025, with continuous policy support, China’s real estate market showed signs of stabilizationdespite ongoing adjustments. According to National Bureau of Statistics of China, the sales area of new property in the first half of2025 decreased by 3.5% year-over-year, and the sales revenue dropped by 5.5% year-over-year. The decline rate narrowed significantly comparedwith the same period of 2024, indicating that the market is gradually bottoming out. Amid this environment, FangDD has been strengtheningdevelopment of core projects and in-depth cooperation with reputable developers and and business partners. As a result, the GMV and revenuehave both increased simultaneously. Meanwhile, the company is also continuously exploring and innovating in new business areas. Lookingforward to the second half of the year, we expect ongoing policy support and improving financial conditions to further support industryrecovery. The company will also continue to optimize costs and upgrade business structure to achieve balanced growth in scale and profit,and promote higher-quality development.”

 

 

1Non-GAAPnet income is defined as net income excluding share-based compensation expenses. For more information on these non-GAAP financial measures,please see the section captioned “Non-GAAP Financial Measures” and the tables captioned “Reconciliation of GAAP andNon-GAAP Results” set forth at the end of this release.

2“Closed-loop GMV” refers to the GMV of closed-looptransactions facilitated in the Company’s marketplace during the specified period. Closed-loop transactions refer to property transactionsin which the major steps are completed or managed by real estate agents in the Company’s marketplace.

 

 

 

 

First Half 2025 Financial Results

 

REVENUE

 

Revenue for the six months endedJune 30, 2025 increased by 45.3% to RMB203.4 million (US$28.4 million) from RMB140.0 million for the same period of 2024. This increasewas mainly attributed to our commitment to deepening our core projects and establishing long-term stable business relationships with upstreamand downstream partners. Additionally, a series of supportive policies, such as greater access to credit and funding for real estate developers,mortgage interest rate cuts, and lower down payments for home buyers, contributed to the improved real estate market.

 

COST OF REVENUE

 

Cost of revenue for the sixmonths ended June 30, 2025 increased by 51.0% to RMB184.9 million (US$25.8 million) from RMB122.5 million for the same period of 2024.As our revenue increased, the commission fees paid to agents for their services in completing real estate transactions also increasedproportionally.

 

GROSS PROFIT AND GROSS MARGIN

 

Gross profit for the six monthsended June 30, 2025 increased by 5.7% to RMB18.5 million (US$2.6 million) from RMB17.5 million for the same period of 2024. Gross marginfor the six months ended June 30, 2025 was 9.1%, compared to 12.5% for the same period of 2024. The decrease in gross margin was mainlydue to a lower contribution from higher-margin value-added services.

 

OPERATING EXPENSES

 

Operating expenses for thesix months ended June 30, 2025, which included nil share-based compensation expenses, increased by 4.8% to RMB90.2 million (US$12.6 million)from RMB86.1 million for the same period of 2024, which included share-based compensationexpenses of RMB10.0 thousand.

 

Sales and marketing expenses for the six months ended June 30, 2025 increased to RMB3.9 million (US$0.5 million) from RMB0.5 million for the same period of 2024. This increase was primarily due to the increased marketing costs in order to support our revenue growth.

 

Product development expenses for the six months ended June 30, 2025 slightly increased to RMB12.7 million (US$1.8 million) from RMB12.0 million for the same period of 2024.

 

General and administrative expenses for the six months ended June 30, 2025 remained at RMB73.6 million (US$10.3 million) as for the same period of 2024.

 

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NET LOSS/INCOME

 

Net loss for the six monthsended June 30, 2025 was RMB39.2 million (US$5.5 million), compared to net income of RMB16.4 million for the same period of 2024.

 

Non-GAAP net loss for the sixmonths ended June 30, 2025 was RMB39.2 million (US$5.5 million), compared to non-GAAP net income of RMB16.4 million for the same periodof 2024.

 

NET LOSS/INCOME PER SHARE

 

Basic and diluted net loss pershare for the six months ended June 30, 2025 were RMB12.7 (US$1.8) and RMB9.7 (US$1.4), respectively. In comparison, the Company’s basicand diluted net income attributable to ordinary shareholders per share for the same period of 2024 were both RMB46.3.

 

LIQUIDITY

 

As of June 30, 2025, the Companyhad cash and cash equivalents, restricted cash, and short-term investments of RMB188.1 million (US$26.3 million). For the six months endedJune 30, 2025, net cash used in operating activities was RMB21.2 million (US$3.0 million).

 

Exchange Rate

 

This press release containstranslations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwisenoted, all translations from Renminbi to U.S. dollars, in this press release, were made at a rate of RMB7.1636 to US$1.00, the exchangerate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2025. The Company makes no representation thatthe Renminbi or U.S. dollar amounts referred could be converted into U.S. dollar or Renminbi, as the case may be, at any particular rateor at all.

 

Non-GAAP Financial Measures

 

To supplement the financial measures preparedin accordance with generally accepted accounting principles in the United States, or GAAP, this press release presents non-GAAP income(loss) from operations, non-GAAP operating margin, non-GAAP net income (loss) and non-GAAP net margin by excluding share-based compensationexpenses from income (loss) from operations and net income (loss). The non-GAAP financial measures are not defined under U.S. GAAP andare not presented in accordance with U.S. GAAP. The Company believes these non-GAAP financial measures are important to help investorsunderstand the Company’s operating and financial performance, compare business trends among different reporting periods on a consistentbasis and assess the Company’s core operating results, as they exclude certain expenses that are not expected to result in cash payments.Using the above non-GAAP financial measures has certain limitations. Share-based compensation expenses have been and will continue tobe incurred in the future and are not reflected in the presentation of the non-GAAP financial measures, but should be considered in theoverall evaluation of the Company’s results. These non-GAAP financial measures should be considered in addition to financial measuresprepared under GAAP, but should not be considered a substitute for, or superior to, financial measures prepared under GAAP. The Companycompensates for these limitations by reconciling these non-GAAP financial measures to the most directly comparable U.S. GAAP measures,which should be considered when evaluating the Company’s performance. Reconciliation of each of these non-GAAP financial measures to themost directly comparable GAAP financial measure is set forth at the end of this release.

 

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About FangDD

 

Fangdd Network Group Ltd. (Nasdaq: DUO) is a customer-orientedproperty technology company in China, focusing on providing real estate transaction digitalization services. Through innovative use ofmobile internet, cloud, big data, artificial intelligence, among others, FangDD has fundamentally revolutionized the way real estate transactionparticipants conduct their business through a suite of modular products and solutions powered by SaaS tools, products and technology.For more information, please visit http://ir.fangdd.com.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements.These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Theseforward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “estimate,”“expect,” “hope,” “going forward,” “intend,” “ought to,” “plan,” “project,”“potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,”“shall,” “should,” “is likely to” and the negative form of these words and other similar expressions. Amongother things, statements that are not historical facts, including statements about FangDD’s beliefs and expectations, the businessoutlook and quotations from management in this announcement, as well as FangDD’s strategic and operational plans, are or containforward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actualresults to differ materially from those contained in any forward-looking statement, including but not limited to the following. The generaleconomic and business conditions in China may deteriorate. The growth of Internet and mobile user population in China might not be asstrong as expected. FangDD’s plan to attract new and retain existing real estate agents, expand property listings, develop new productsand increase service offerings might not be carried out as expected. FangDD might not be able to implement all of its strategic plansas expected. Competition in China may intensify further. All information provided in this press release is as of the date of this pressrelease and are based on assumptions that the Company believes to be reasonable as of this date, and FangDD undertakes no obligation toupdate any forward-looking statement, except as required under applicable law.

 

Investor Relations Contact

 

FangDD

Ms. Linda Li

Director, Capital Markets Department

Phone: +86-0755-2699-8968

E-mail:ir@fangdd.com

 

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Fangdd Network Group Ltd.

 

SELECTED UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS DATA

 

(All amounts in thousandsof Renminbi, except for share and per share data)

 

   As of December 31,   As of
June 30,
 
   2024   2025 
Assets        
Current assets        
Cash and cash equivalents   75,351    34,647 
Restricted cash   14,133    9,718 
Short-term investments   113,632    143,729 
Accounts receivable, net   196,041    166,385 
Amounts due from related parties   -    8,346 
Prepayments and other assets, net   144,081    91,956 
Inventories   5,380    5,064 
Total current assets   548,618    459,845 
           
Total assets   731,189    679,002 
           
Liabilities          
Current liabilities          
Accounts payable   180,737    102,125 
Amounts due to related parties   23,900    29,975 
Customers’ refundable fees   15,879    21,110 
Accrued expenses and other payables   104,595    113,381 
Convertible debt   -    9,737 
Income taxes payable   139    200 
Lease liabilities   1,332    606 
Total current liabilities   326,582    277,134 
           
Total liabilities   347,888    297,792 
           
Total Fangdd Network Group Ltd. shareholders’ equity   386,344    380,189 
Non-controlling interests   (3,043)   1,021 
Total shareholders’ equity   383,301    381,210 
           
Total liabilities and shareholders’ equity   731,189    679,002 

 

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Fangdd Network Group Ltd.

 

SELECTED UNAUDITED CONSOLIDATED STATEMENTS OFCOMPREHENSIVE INCOME/(LOSS) DATA

 

(All amounts in thousands, except for shareand per share data)

 

   For the Six Months Ended
June 30,
 
   2024   2025 
Revenue   139,969    203,394 
Cost of revenues   (122,510)   (184,942)
Gross profit   17,459    18,452 
           
Operating expenses          
Sales and marketing expenses   (513)   (3,856)
Product development expenses   (11,958)   (12,732)
General and administrative expenses   (73,613)   (73,625)
Total operating expenses   (86,084)   (90,213)
           
Loss from operations   (68,625)   (71,761)
           
Net income/(loss)   16,411    (39,182)
Net loss attributable to non-controlling interests   (974)   (1,063)
Net income/(loss) attributable to ordinary shareholders   17,385    (38,119)
           
Net income/(loss)   16,411    (39,182)
Other comprehensive income          
Foreign currency translation adjustment   320    (598)
Total comprehensive income/(loss), net of income tax   16,731    (39,780)
Total comprehensive loss attributable to non-controlling interests   (974)   (1,063)
Total comprehensive income/(loss) attributable to ordinary shareholders   17,705    (38,717)
           
Net income/(loss) per share*          
-        Basic   46.28    (12.66)
-        Diluted   46.28    (9.67)
Weighted average number of ordinary shares used in computing net income/(loss) per share, basic and diluted*          
-        Basic   375,664    3,010,123 
-        Diluted   375,664    3,941,266 

 

*Retrospectively restated to reflect the share consolidationeffected on June 9, 2025, whereby every 16 ordinary shares of a par value US$0.0005625 per share were consolidated into 1 ordinary shareof a par value US$0.009 per share.

 

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Reconciliation of GAAP and Non-GAAP Results

 

(All amounts in thousands, except for shareand per share data)

 

   For the Six Months Ended
June 30,
 
   2024   2025 
GAAP loss from operations   (68,625)   (71,761)
Share-based compensation expenses   10    - 
Non-GAAP loss from operations   (68,615)   (71,761)
           
GAAP net income/(loss)   16,411    (39,182)
Share-based compensation expenses   10    - 
Non-GAAP net income   16,421    (39,182)
           
GAAP operating margin   (49.03%)   (35.28%)
Share-based compensation expenses   0.01%   - 
Non-GAAP operating margin   (49.02%)   (35.28%)
           
GAAP net margin   11.72%   (19.26%)
Share-based compensation expenses   0.01%   - 
Non-GAAP net margin   11.73%   (19.26%)

 

 

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