| Parent only financial information |
| 24. | Parent
only financial information |
Pursuant
to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company
shall be filed when the restricted net assets of consolidated subsidiary exceed 25 percent of consolidated net assets as of the end of
the most recently completed fiscal year. The Company performed a test on the restricted net assets of consolidated subsidiary in accordance
with such requirement and concluded that it was applicable to the Company as the restricted net assets of the Company’s subsidiary
exceeded 25% of the consolidated net assets of the Company. Therefore, the condensed financial statements for the parent company are
included herein.
For
purposes of the above test, restricted net assets of consolidated subsidiary shall mean that amount of the Company’s proportionate
share of net assets of consolidated subsidiary (after intercompany eliminations) which as of the end of the most recent fiscal year may
not be transferred to the parent company by subsidiary in the form of loans, advances or cash dividends without the consent of a third
party.
The
following condensed financial information of Fangdd Network Group Ltd. has been prepared using the same accounting policies as set out
in the accompanying Consolidated Financial Statements except that the parent company used the equity method to account for investment
in its subsidiaries. Such investment is presented on the condensed balance sheets as “Investment in and amounts due from subsidiaries,
the VIE and VIE’s subsidiaries” and the respective profit or loss as “Equity income of subsidiaries and the VIE and
VIE’s subsidiaries” on the condensed statements of income.
As
of December 31, 2025, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption
requirements of redeemable shares, or guarantees of Fangdd Network Group Ltd., except for those which have been separately disclosed
in the Consolidated Financial Statements, if any.
The
following disclosures present the financial positions of Fangdd Network Group Ltd. as of December 31, 2024 and 2025, the operation results
for the years ended December 31, 2023, 2024 and 2025, and the statements of cash flows for the years ended December 31, 2023, 2024 and
2025.
| (a) | Condensed
Balance Sheets |
| | |
As of December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Assets | |
| | |
| |
| Current asset | |
| | | |
| | |
| Cash and cash equivalents | |
| 29,762 | | |
| 1,693 | |
| Short-term investments | |
| 107,878 | | |
| 89,685 | |
| Amount due from related parties | |
| — | | |
| 162 | |
| Prepayments and other assets, net | |
| — | | |
| 1,708 | |
| Total current asset | |
| 137,640 | | |
| 93,248 | |
| Non-current asset | |
| | | |
| | |
| Intangible assets, net | |
| — | | |
| 233,187 | |
| Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries | |
| 1,714,269 | | |
| 1,704,869 | |
| Total non-current asset | |
| 1,714,269 | | |
| 1,938,056 | |
| Total assets | |
| 1,851,909 | | |
| 2,031,304 | |
| Liabilities | |
| | | |
| | |
| Current liability | |
| | | |
| | |
| Accrued expenses and other current liabilities | |
| 35,478 | | |
| 22,813 | |
| Total current liability | |
| 35,478 | | |
| 22,813 | |
| Total liabilities | |
| 35,478 | | |
| 22,813 | |
| Shareholders’ equity | |
| | | |
| | |
| Class A ordinary shares | |
| 136 | | |
| 2,453 | |
| Additional paid-in capital | |
| 5,388,038 | | |
| 5,673,411 | |
| Accumulated other comprehensive loss | |
| (383,235 | ) | |
| (394,156 | ) |
| Accumulated deficit | |
| (3,188,508 | ) | |
| (3,273,217 | ) |
| Total shareholders’ equity | |
| 1,816,431 | | |
| 2,008,491 | |
| Total liabilities and shareholders’ equity | |
| 1,851,909 | | |
| 2,031,304 | |
| (b) | Condensed
Statements of Income/(Loss) |
| | |
For the Year Ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| General and administrative expenses | |
| (10,923 | ) | |
| (30,169 | ) | |
| (61,316 | ) |
| Total operating expenses | |
| (10,923 | ) | |
| (30,169 | ) | |
| (61,316 | ) |
| Loss from operations | |
| (10,923 | ) | |
| (30,169 | ) | |
| (61,316 | ) |
| Equity (loss)/income of subsidiaries and the VIE and VIE’s subsidiaries | |
| (80,934 | ) | |
| 58,903 | | |
| (28,815 | ) |
| Other income: | |
| | | |
| | | |
| | |
| Interest (expense)/income, net | |
| (983 | ) | |
| 2,185 | | |
| 58 | |
| Gain on short-term investments | |
| — | | |
| 51 | | |
| 5,357 | |
| Other income, net | |
| 1,730 | | |
| — | | |
| 7 | |
| (Loss)/income before income tax | |
| (91,110 | ) | |
| 30,970 | | |
| (84,709 | ) |
| Income tax expense | |
| — | | |
| — | | |
| — | |
| Net (loss)/income | |
| (91,110 | ) | |
| 30,970 | | |
| (84,709 | ) |
| Accretion of Redeemable Convertible Preferred Shares | |
| — | | |
| — | | |
| — | |
| Deemed dividend to preferred shareholder | |
| — | | |
| — | | |
| — | |
| Net (loss)/income attributable to ordinary shareholders | |
| (91,110 | ) | |
| 30,970 | | |
| (84,709 | ) |
| (c) | Condensed
Statements of Cash Flows |
| | |
For the Year Ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| Net cash used in operating activities | |
| (6,797 | ) | |
| (20,302 | ) | |
| (95,859 | ) |
| Cash flows from investing activities | |
| | | |
| | | |
| | |
| (Increase)/decrease in investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries | |
| (142,060 | ) | |
| (62,934 | ) | |
| 9,400 | |
| Investment in short-term investments | |
| — | | |
| (107,878 | ) | |
| (43,908 | ) |
| Proceeds from redemption of short-term investments | |
| — | | |
| — | | |
| 65,311 | |
| Net cash (used in)/provided by investing activities | |
| (142,060 | ) | |
| (170,812 | ) | |
| 30,803 | |
| Cash flows from financing activities | |
| | | |
| | | |
| | |
| Proceeds from issuance of ordinary shares, net of issuance costs | |
| 46,632 | | |
| 88,560 | | |
| — | |
| Proceeds from issuance of convertible bonds, net of issuance costs | |
| 145,064 | | |
| — | | |
| 44,696 | |
| Proceeds from regular warrants exercised | |
| — | | |
| 25,313 | | |
| — | |
| Proceeds from issuance and exercise of pre-funded warrants | |
| — | | |
| 30,848 | | |
| — | |
| Net cash provided by financing activities | |
| 191,696 | | |
| 144,721 | | |
| 44,696 | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (4,319 | ) | |
| 14,925 | | |
| (7,709 | ) |
| Net increase/(decrease) in cash and cash equivalents | |
| 38,520 | | |
| (31,468 | ) | |
| (28,069 | ) |
| Cash and cash equivalents at the beginning of the year | |
| 22,710 | | |
| 61,230 | | |
| 29,762 | |
| Cash and cash equivalents at the end of the year | |
| 61,230 | | |
| 29,762 | | |
| 1,693 | |
|