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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

(Mark One)

 

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

For the transition period from                       to                        

 

Commission file number  001-39109

 

Fangdd Network Group Ltd.

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

18/F, Unit B2, Kexing Science Park

15 Keyuan Road, Technology Park

Nanshan District, Shenzhen 518057

People’s Republic of China

(Address of principal executive offices)

 

Jiaorong Pan
Chief Financial Officer
Fangdd Network Group Ltd.
18/F, Unit B2, Kexing Science Park
15 Keyuan Road, Technology Park
Nanshan District, Shenzhen 518057
People’s Republic of China
Phone: +86 755 2699 8968

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

American depositary shares, each representing 25 Class A ordinary shares, par value US$0.0000001 per share

 

DUO

 

The Nasdaq Global Market

Class A ordinary shares, par value US$0.0000001 per share*

 

 

 

The Nasdaq Global Market*

 


* Not for trading, but only in connection with the listing on the Nasdaq Global Market of American depository shares, each representing 25 Class A ordinary shares

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

As of December 31, 2019, there were (i) 1,203,322,178 Class A ordinary shares issued and outstanding, par value of US$0.0000001 per share and (ii) 619,938,058 Class B ordinary shares issued and outstanding, par value of US$0.0000001 per share.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o  No x

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP x

 

International Financial Reporting Standards as issued by the International Accounting Standards Board o

 

Other o

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17    o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o

 


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EXPLANATORY NOTE

 

3

 

 

 

ITEM 18. FINANCIAL STATEMENTS.

 

3

 

 

 

ITEM 19. EXHIBITS.

 

3

 

 

 

SIGNATURES

 

6

 

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EXPLANATORY NOTE

 

This Amendment No. 1 (“Amendment No. 1”) to our annual report on Form 20-F for the year ended December 31, 2019 originally filed with the U.S. Securities and Exchange Commission on April 15, 2020 (the “Original 2019 Form 20-F”) is being filed solely to add the following heading of a line item of the consolidated balance sheet appeared on page F-3 of the Report of Independent Registered Public Accounting Firm issued by KPMG Huazhen LLP, which was inadvertently omitted due to a clerical error:

 

“Accounts payable (including accounts payable of consolidated VIE without recourse to the Company of RMB1,107,836 and RMB1,897,219, as of December 31, 2018 and 2019, respectively. Note 1)”.

 

As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing as exhibits to Amendment No. 1 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.

 

Other than the matters described above, this Amendment No. 1 does not amend or modify any information included in any of the disclosure presented in the Original 2019 Form 20-F.

 

The Original 2019 Form 20-F, as amended by this Amendment No. 1, speaks as of the original filing date of the Original 2019 Form 20-F and does not reflect events that may have occurred subsequent to the original filing date of the Original 2019 Form 20-F.

 

ITEM 18.  FINANCIAL STATEMENTS.

 

Included at the end of this annual report.

 

ITEM 19.  EXHIBITS.

 

Exhibit No.

 

Description of Exhibit

1.1

 

Fifth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to our registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

2.1

 

Registrant’s Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to our registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

2.2

 

Registrant’s Specimen Certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

2.3

 

Deposit Agreement among the Registrant, the depositary and the owners and holders of American Depositary Shares, dated as of October 31, 2019 (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-237506), filed with the SEC on March 31, 2020)

2.4

 

Amended and Restated Shareholders’ Agreement, dated as of June 30, 2015, by and among the Registrant and the holders of the Registrant’s ordinary and preferred shares (incorporated herein by reference to Exhibit 4.4 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

2.5

 

Amendment to the Amended and Restated Shareholders Agreement, dated as of October 8, 2019, by and among the Registrant and the holders of the Registrant’s ordinary and preferred shares (incorporated herein by reference to Exhibit 4.5 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

2.6†

 

Letter Agreement, dated as of October 31, 2019, by and among the Registrant, certain shareholders of the Registrant and other parties

2.7†

 

Description of Securities

4.1

 

Amended and Restated 2018 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our S-8 registration statement (File No. 333-237506) filed with the SEC on March 31, 2020)

4.2

 

Form of Indemnification Agreement between the Registrant and its director and executive officers (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

 

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4.3

 

Form of Director Agreement between the Registrant and its directors (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.4

 

Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.5

 

English translation of the Business Operation Agreement, dated as of June 8, 2017 entered by and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.5 to our registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.6

 

English translation of the Powers of Attorney, dated as of June 8, 2017, issued by each shareholder of Shenzhen Fangdd Network Technology Co., Ltd. to irrevocably appoint Mr. Jiancheng Li as such shareholder’s attorney-in-fact to exercise all shareholder rights (incorporated herein by reference to Exhibit 10.6 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.7

 

English translation of the Equity Interest Pledge Agreement, dated as of March 21, 2014 and December 20, 2017, respectively, entered by and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.7 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.8

 

English translation of the Supplementary Agreement to the Equity Interest Pledge Agreement, dated as of August 1, 2018, entered by and among Shenzhen Fangdd Network Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and several shareholders of Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.8 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.9

 

English translation of the Technology Development and Application Service Agreement, dated as of March 21, 2014, entered by and among Shenzhen Fangdd Information Technology Co., Ltd. and Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.10

 

English translation of the Operation Maintenance Service Agreement, dated as of March 21, 2014, entered by and among Shenzhen Fangdd Information Technology Co., Ltd. and Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.10 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.11

 

English translation of the Option Agreements entered by and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and each shareholder of Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.11 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

4.12

 

English translation of the Supplementary Agreement to the Option Agreement, dated August 1, 2018, entered by and among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., and several shareholders of Shenzhen Fangdd Network Technology Co., Ltd. (incorporated herein by reference to Exhibit 10.12 to the registration statement on Form F-1 (File No. 333-234130), as amended, initially filed with the SEC on October 8, 2019)

8.1†

 

Principal subsidiaries of the Registrant

11.1

 

Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1 (File No. 333-234130) filed with the SEC on October 8, 2019)

12.1*

 

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*

 

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1†

 

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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13.2†

 

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1†

 

Consent of KPMG Huazhen LLP, Independent Registered Public Accounting Firm

15.2†

 

Consent of Global Law Office

101.INS* 

 

XBRL Instance Document

101.SCH*

 

XBRL Taxonomy Extension Schema Document

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE* 

 

XBRL Taxonomy Extension Presentation Linkbase Document

 


*                 Filed herewith

                 Previously filed or furnished with the Original 2019 Form 20-F

 

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SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.

 

 

Fangdd Network Group Ltd.

 

 

 

By:

/s/ Yi Duan

 

Name: Yi Duan

 

Title: Chairman of the Board of Directors and Co-Chief Executive Officer

 

Date: May 12, 2020

 

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FANGDD NETWORK GROUP LTD.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

CONTENTS

 

PAGE(S)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

F-2

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2018 AND 2019

 

F-3 – F-6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019

 

F-7 – F-8

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019

 

F-9 – F-10

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017, 2018 AND 2019

 

F-11 – F-12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

F-13 – F-81

 

F-1


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Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors
Fangdd Network Group Ltd.:

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Fangdd Network Group Ltd. (the Company) as of December 31, 2018 and 2019, the related consolidated statements of comprehensive income (loss), changes in (deficit) equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ KPMG Huazhen LLP

 

We have served as the Company’s auditor since 2016.

 

Shenzhen, China

April 15, 2020

 

F-2


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Fangdd Network Group Ltd.

CONSOLIDATED BALANCE SHEETS

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

Unaudited
(Note 2(e))

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

443,586

 

1,103,747

 

158,543

 

Restricted cash

 

350,632

 

230,125

 

33,055

 

Short-term investments

 

71,483

 

11,500

 

1,652

 

Accounts receivable, net

 

1,352,596

 

2,189,980

 

314,571

 

Prepayments and other current assets

 

210,996

 

194,668

 

27,962

 

Total current assets

 

2,429,293

 

3,730,020

 

535,783

 

Non-current assets

 

 

 

 

 

 

 

Property, equipment and software, net

 

15,450

 

8,298

 

1,192

 

Equity method investments

 

346,159

 

579,263

 

83,206

 

Long-term equity investment

 

56,000

 

40,000

 

5,746

 

Deferred tax assets

 

8,467

 

7,289

 

1,047

 

Other non-current assets

 

23,915

 

7,255

 

1,042

 

Total non-current assets

 

449,991

 

642,105

 

92,233

 

Total assets

 

2,879,284

 

4,372,125

 

628,016

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Short-term bank borrowings (including short-term bank borrowings of consolidated VIE without recourse to the Company of RMB395,000 and RMB490,000 as of December 31, 2018 and 2019, respectively. Note 1)

 

395,000

 

490,000

 

70,384

 

Accounts payable (including accounts payable of consolidated VIE without recourse to the Company of RMB1,107,836 and RMB1,897,219, as of December 31, 2018 and 2019, respectively. Note 1)

 

1,128,248

 

1,897,611

 

272,575

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-3


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Fangdd Network Group Ltd.

CONSOLIDATED BALANCE SHEETS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

Unaudited 
(Note 2(e))

 

Customers’ refundable fees (including customers’ refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1)

 

41,697

 

44,916

 

6,452

 

Accrued expenses and other payables (including accrued expenses and other payables of consolidated VIE without recourse to the Company of RMB392,251 and RMB283,749 as of December 31, 2018 and 2019, respectively. Note 1)

 

425,470

 

338,626

 

48,641

 

Income tax payables (including income tax payables of consolidated VIE without recourse to the Company of RMB297 and RMB7 as of December 31, 2018 and 2019, respectively. Note 1)

 

369

 

7

 

1

 

Total current liabilities

 

1,990,784

 

2,771,160

 

398,053

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Income tax payables (including income tax payables of consolidated VIE without recourse to the Company of RMB11,916 and RMB11,061 as of December 31, 2018 and 2019, respectively. Note 1)

 

12,646

 

11,910

 

1,711

 

Total non-current liabilities

 

12,646

 

11,910

 

1,711

 

 

 

 

 

 

 

 

 

Total liabilities

 

2,003,430

 

2,783,070

 

399,764

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 19)

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-4


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Fangdd Network Group Ltd.

CONSOLIDATED BALANCE SHEETS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

Unaudited
(Note 2(e))

 

Mezzanine equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A-2 Redeemable Convertible Preferred Shares (US$0.0000001 par value, 148,147,900 shares authorized, issued and outstanding as of December 31, 2018, Redemption value of RMB102,743 and Liquidation value of RMB1,327,471 as of December 31, 2018)

 

102,743

 

 

 

 

 

 

 

 

 

 

 

Series B Redeemable Convertible Preferred Shares (US$0.0000001 par value, 177,834,496 shares authorized, issued and outstanding as of December 31, 2018, Redemption value of RMB463,266 and Liquidation value of RMB1,818,209 as of December 31, 2018)

 

446,889

 

 

 

 

 

 

 

 

 

 

 

Series C Redeemable Convertible Preferred Shares (US$0.0000001 par value, 286,959,017 shares authorized, issued and outstanding as of December 31, 2018 , Redemption value of RMB2,295,740 and Liquidation value of RMB3,950,470 as of December 31, 2018)

 

2,193,512

 

 

 

Total mezzanine equity

 

2,743,144

 

 

 

 

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Fangdd Network Group Ltd.

CONSOLIDATED BALANCE SHEETS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

Unaudited
(Note 2(e))

 

(Deficit) Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares (US$0.0000001 par value, 2,275,948,587 shares authorized, 945,712,030 shares issued and outstanding as of December 31, 2018)

 

 

 

 

Class A Ordinary shares (US$0.0000001 par value, 5,000,000,000 shares authorized including Class A and Class B ordinary shares, 1,203,322,178 shares issued and outstanding as of December 31, 2019)

 

 

1

 

 

Class B Ordinary shares (US$0.0000001 par value, 5,000,000,000 shares authorized including Class A and Class B ordinary shares, 619,938,058 shares issued and outstanding as of December 31, 2019)

 

 

 

 

Series A-1 Convertible Preferred Shares (US$0.0000001 par value, 102,102,318 shares authorized, issued and outstanding as of December 31, 2018)

 

5,513

 

 

 

Additional paid-in capital

 

55,052

 

4,880,135

 

700,988

 

Accumulated other comprehensive loss

 

(274,540

)

(368,897

)

(52,989

)

Accumulated deficit

 

(1,653,315

)

(2,922,184

)

(419,747

)

Total (deficit) equity

 

(1,867,290

)

1,589,055

 

228,252

 

 

 

 

 

 

 

 

 

Total liabilities, mezzanine equity and (deficit) equity

 

2,879,284

 

4,372,125

 

628,016

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

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Fangdd Network Group Ltd.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

 

 

Unaudited
(Note 2(e))

 

Revenue

 

1,798,521

 

2,282,216

 

3,599,436

 

517,027

 

Cost of revenue

 

(1,416,933

)

(1,805,588

)

(2,842,394

)

(408,284

)

Gross profit

 

381,588

 

476,628

 

757,042

 

108,743

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

(38,461

)

(59,099

)

(48,395

)

(6,952

)

Product development expenses

 

(191,662

)

(202,877

)

(724,983

)

(104,137

)

General and administrative expenses

 

(156,329

)

(145,277

)

(520,421

)

(74,754

)

Total operating expenses

 

(386,452

)

(407,253

)

(1,293,799

)

(185,843

)

(Loss) Income from operations

 

(4,864

)

69,375

 

(536,757

)

(77,100

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(13,034

)

(1,118

)

(8,719

)

(1,252

)

Foreign currency exchange (loss) gain, net

 

(787

)

684

 

237

 

34

 

Gain on short-term investments

 

3,255

 

5,512

 

2,771

 

398

 

Impairment loss for long-term equity investment

 

 

 

(16,000

)

(2,298

)

Government grants

 

12,402

 

8,792

 

22,351

 

3,211

 

Other income, net

 

3,141

 

5,648

 

7,724

 

1,110

 

Share of profit from equity method investees, net of income tax

 

2,902

 

19,566

 

21,772

 

3,127

 

Income (loss) before income tax

 

3,015

 

108,459

 

(506,621

)

(72,770

)

Income tax expense

 

(2,366

)

(4,433

)

(3,766

)

(541

)

Net income (loss)

 

649

 

104,026

 

(510,387

)

(73,311

)

Accretion of Redeemable Convertible Preferred Shares

 

(228,468

)

(248,186

)

(116,308

)

(16,707

)

Deemed dividend to preferred shareholder

 

 

 

(642,174

)

(92,243

)

Net loss attributable to ordinary shareholders

 

(227,819

)

(144,160

)

(1,268,869

)

(182,261

)

 

F-7


Table of Contents

 

Fangdd Network Group Ltd.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Continued)

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

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

 

 

Unaudited
 (Note 2(e))

 

Net income (loss)

 

649

 

104,026

 

(510,387

)

(73,311

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax

 

110,667

 

(119,487

)

(94,357

)

(13,554

)

Total comprehensive income (loss), net of tax

 

111,316

 

(15,461

)

(604,744

)

(86,865

)

Net loss per share attributable to ordinary shareholders

 

 

 

 

 

 

 

 

 

- Basic and diluted

 

(0.24

)

(0.15

)

(1.17

)

(0.17

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares outstanding used in computing net loss per share

 

 

 

 

 

 

 

 

 

- Basic and diluted

 

945,712,030

 

945,712,030

 

1,087,910,999

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-8


Table of Contents

 

Fangdd Network Group Ltd.

CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY

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

 

 

 

Ordinary
shares

 

Series A-1 Convertible
Preferred Shares

 

Additional
paid-in
capital

 

Accumulated
other
comprehensive
(loss) income

 

Accumulated
deficit

 

Total (deficit)
equity

 

 

 

Shares

 

RMB

 

Shares

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

Balance as of January 1, 2017

 

945,712,030

 

 

102,102,318

 

5,513

 

55,052

 

(265,720

)

(1,281,336

)

(1,486,491

)

Net income for the year

 

 

 

 

 

 

 

649

 

649

 

Redeemable Convertible Preferred Shares redemption value accretion

 

 

 

 

 

 

 

(228,468

)

(228,468

)

Foreign currency translation adjustments, net of nil tax

 

 

 

 

 

 

110,667

 

 

110,667

 

Balance as of December 31, 2017

 

945,712,030

 

 

102,102,318

 

5,513

 

55,052

 

(155,053

)

(1,509,155

)

(1,603,643

)

Net income for the year

 

 

 

 

 

 

 

104,026

 

104,026

 

Redeemable Convertible Preferred Shares redemption value accretion

 

 

 

 

 

 

 

(248,186

)

(248,186

)

Foreign currency translation adjustments, net of nil tax

 

 

 

 

 

 

(119,487

)

 

(119,487

)

Balance as of December 31, 2018

 

945,712,030

 

 

102,102,318

 

5,513

 

55,052

 

(274,540

)

(1,653,315

)

(1,867,290

)

 

F-9


Table of Contents

 

Fangdd Network Group Ltd.

CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY (Continued)

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

 

 

 

Ordinary shares

 

Class A Ordinary
shares

 

Class B Ordinary
shares

 

Series A-1 Convertible
Preferred Shares

 

Additional
paid-in
capital

 

Accumulated
other
comprehensive
(loss) income

 

Accumulated
deficit

 

Total
(deficit)
equity

 

 

 

Shares

 

RMB

 

Shares

 

RMB

 

Shares

 

RMB

 

Shares

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

Balance as of December 31, 2018

 

945,712,030

 

 

 

 

 

 

102,102,318

 

5,513

 

55,052

 

(274,540

)

(1,653,315

)

(1,867,290

)

Net loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

(510,387

)

(510,387

)

Redeemable Convertible Preferred Shares redemption value accretion

 

 

 

 

 

 

 

 

 

 

 

(116,308

)

(116,308

)

Deemed dividend to preferred shareholder

 

 

 

 

 

 

 

 

 

642,174

 

 

(642,174

)

 

Foreign currency translation adjustments, net of nil tax

 

 

 

 

 

 

 

 

 

 

 

(94,357

)

 

(94,357

)

Re-designating ordinary shares to Class B ordinary shares

 

(619,938,058

)

 

 

 

619,938,058

 

 

 

 

 

 

 

 

Re-designating ordinary shares to Class A ordinary shares

 

(325,773,972

)

 

325,773,972

 

 

 

 

 

 

 

 

 

 

Conversion of Series A-1 Preferred Shares to Class A ordinary shares

 

 

 

102,102,318

 

 

 

 

(102,102,318

)

(5,513

)

5,513

 

 

 

 

Conversion of Series A-2, B and C Redeemable Convertible Preferred Shares to Class A ordinary shares

 

 

 

612,941,413

 

1

 

 

 

 

 

2,933,087

 

 

 

2,933,088

 

Issuance of Class A ordinary shares upon initial public offering (“IPO”), net of offering cost

 

 

 

162,504,475

 

 

 

 

 

 

498,436

 

 

 

498,436

 

Share-based compensation

 

 

 

 

 

 

 

 

 

745,873

 

 

 

745,873

 

Balance as of December 31, 2019

 

 

 

1,203,322,178

 

1

 

619,938,058

 

 

 

 

4,880,135

 

(368,897

)

(2,922,184

)

1,589,055

 

US$ Unaudited (Note 2(e))

 

 

 

 

 

 

 

 

 

 

 

 

 

700,988

 

(52,989

)

(419,747

)

228,252

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-10


Table of Contents

 

Fangdd Network Group Ltd.

CONSOLIDATED STATEMENTS OF CASHFLOWS

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

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

 

 

Unaudited
(Note 2(e))

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

649

 

104,026

 

(510,387

)

(73,311

)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

30,440

 

14,254

 

4,842

 

696

 

Share-based compensation expenses

 

 

 

745,873

 

107,138

 

Gain on short-term investments

 

(3,255

)

(5,512

)

(2,771

)

(398

)

Impairment loss for long-term equity investment

 

 

 

16,000

 

2,298

 

Share of profit from equity method investments, net of income tax

 

(2,902

)

(19,566

)

(21,772

)

(3,127

)

Other income, net

 

 

(493

)

(8,321

)

(919

)

Dividend received from equity method investments

 

2,779

 

127

 

9,602

 

1,379

 

Allowances for doubtful accounts

 

10,715

 

42,337

 

58,981

 

8,472

 

Loss on disposal of property and equipment

 

698

 

831

 

439

 

63

 

Foreign currency exchange loss (gain)

 

787

 

(684

)

(237

)

(34

)

Deferred income tax benefit

 

(911

)

(2,107

)

1,178

 

169

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(641,518

)

(564,317

)

(893,223

)

(128,303

)

Deposits with real estate developers

 

(394,498

)

397,868

 

 

 

Prepayments and other assets

 

(14,664

)

(19,063

)

29,846

 

4,287

 

Accounts payable

 

338,364

 

534,779

 

769,363

 

110,512

 

Customers’ refundable fees

 

(17,747

)

(17,181

)

3,219

 

462

 

Accrued expenses and other payables

 

13,135

 

(344,494

)

(84,943

)

(12,201

)

Income tax payables

 

3,502

 

8,673

 

822

 

(158

)

Net cash (used in) provided by operating activities

 

(674,426

)

129,478

 

118,511

 

17,025

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-11


Table of Contents

 

Fangdd Network Group Ltd.

CONSOLIDATED STATEMENTS OF CASHFLOWS (Continued)

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

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

 

 

Unaudited
(Note 2(e))

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchase of property, equipment and software

 

(4,628

)

(8,442

)

(1,695

)

(243

)

Proceeds from disposal of property, equipment and software

 

 

 

3,566

 

512

 

Investment in equity method investments

 

(63,000

)

(404,204

)

(579,492

)

(83,239

)

Investment in long-term equity investment

 

 

(56,000

)

 

 

Return of capital from equity method investees

 

17,500

 

148,858

 

358,558

 

51,504

 

Proceeds from disposal of an equity method investment

 

 

3,400

 

4,500

 

646

 

Cash paid for short-term investments

 

(756,000

)

(1,267,483

)

(456,167

)

(65,524

)

Proceeds from disposal of short-term investments

 

1,018,255

 

1,234,012

 

518,921

 

74,538

 

Net cash provided by (used in) investing activities

 

212,127

 

(349,859

)

(151,809

)

(21,806

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from initial public offering, net of offering cost

 

 

 

498,436

 

71,596

 

Cash proceeds from short-term bank borrowings

 

663,100

 

415,000

 

540,030

 

77,570

 

Repayment for short-term bank borrowings

 

 

(683,100

)

(445,030

)

(63,925

)

Net cash provided by (used in) financing activities

 

663,100

 

(268,100

)

593,436

 

85,241

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(40,020

)

19,076

 

(20,484

)

(2,944

)

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

160,781

 

(469,405

)

539,654

 

77,516

 

Cash, cash equivalents and restricted cash at the beginning of the year

 

1,102,842

 

1,263,623

 

794,218

 

114,082

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at the end of the year

 

1,263,623

 

794,218

 

1,333,872

 

191,598

 

 

 

 

 

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

 

 

 

 

Interest paid

 

(14,527

)

(17,214

)

(18,411

)

(2,645

)

Income tax paid

 

(298

)

(729

)

(1,717

)

(247

)

Disposal of a subsidiary with net liability

 

 

 

(1,900

)

(273

)

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F-12


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

 

1.         Organization and principal activities

 

Fangdd Network Group Ltd. (the “Company”) was incorporated in the Cayman Islands on September 19, 2013 as an exempted company with limited liability under the Companies Law (2011 Revision) (as consolidated and revised) of the Cayman Islands. The registered office of the Company is at the offices of Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands.

 

The Company is an investment holding company. The Company, through its consolidated subsidiaries, variables interest entity and variables interest entity’s subsidiaries (together, “the Group”) is principally engaged in the provision of real estate information services through its online platform which also offers integrated marketing services for individual customers, real estate developers and agents in the People’s Republic of China (the “PRC”).

 

The accompanying Consolidated Financial Statements include the financial statements of the Company, its subsidiaries, variable interest entity (“VIE”) and the VIE’s subsidiaries.

 

Variable interest entity

 

The Group conducts the business in the PRC through Shenzhen Fangdd Network Technology Co. Ltd. (“Shenzhen Fangdd”), a limited liability company established under the laws of the PRC on October 10, 2011. Shenzhen Fangdd holds the necessary PRC operating licenses for the real estate agency and online business. The equity interests of Shenzhen Fangdd are legally held by individuals who act as nominee equity holders of Shenzhen Fangdd on behalf of Shenzhen Fangdd Information Technology Co. Ltd. (“Fangdd Information”). Shenzhen Fangdd entered into a series of contractual agreements with its legal shareholders and Fangdd Information, including the Business Operation Agreement, Powers of Attorney, Equity Interest Pledge Agreements, Exclusive Option Agreements, Operation Maintenance Service Agreement and Technology Development and Application Service Agreement (collectively, the “Shenzhen Fangdd VIE Agreements”) in March 2014 and were subsequently amended in 2017 to reflect the registration of the Equity Interest Pledge Agreements with the relevant registration authority and amended when certain nominee equity holders transferred their nominal shareholdings in Shenzhen Fangdd to other nominee equity holders.

 

Pursuant to the Shenzhen Fangdd VIE Agreements, the Group, through Fangdd Information, is able to exercise effective control over, bears the risks of, enjoys substantially all of the economic benefits of Shenzhen Fangdd, and has an exclusive option to purchase all or part of the equity interests in Shenzhen Fangdd when and to the extent permitted by PRC law at a nominal price. The Company’s management concluded that Shenzhen Fangdd is a consolidated VIE of the Group and Fangdd Information is the primary beneficiary of Shenzhen Fangdd. As such, the financial results of Shenzhen Fangdd and its subsidiaries are included in the Consolidated Financial Statements of the Company.

 

F-13


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The principal terms of the agreements entered into among Shenzhen Fangdd, the nominee equity holders and Fangdd Information are further described below.

 

·             Business Operation Agreement

 

Fangdd Information, Shenzhen Fangdd and Shenzhen Fangdd’s shareholders have entered into a business operation agreement, pursuant to which Shenzhen Fangdd and its shareholders undertake not to enter into any transactions that may have material effects on the Shenzhen Fangdd’s assets, obligations, rights or business operations without Fangdd Information’s prior written consent.

 

Additionally, Shenzhen Fangdd’s shareholders undertake that, without the Fangdd Information’s prior written consent, they shall not (a) sell, transfer, pledge or otherwise dispose of any rights associated with their equity interests in Shenzhen Fangdd, (b) approve any merger or acquisition of Shenzhen Fangdd, (c) take any actions that may have a material adverse effect on Shenzhen Fangdd’s assets, businesses and liabilities, or sell, transfer, pledge or otherwise dispose or impose other encumbrances of any assets, businesses or income of Shenzhen Fangdd, (d) request Shenzhen Fangdd to declare dividend or make other distribution, (e) amend Shenzhen Fangdd’s articles of association, (f) increase, decrease or otherwise change Shenzhen Fangdd’s registered capital. Fangdd Information may request Shenzhen Fangdd to transfer at any time all the intellectual property rights held by Shenzhen Fangdd to Fangdd Information or any person designated by Fangdd Information. Shenzhen Fangdd and certain of its shareholders, including Yi Duan, Jiancheng Li and Xi Zeng, shall be jointly and severally responsible for the performance of their obligations under this agreement. This agreement has a term of ten years, which may be extended upon Fangdd Information’s unilateral written confirmation prior to the expiry. Shenzhen Fangdd has no right of transfer without Fangdd information’s written confirmation or right of early termination while Fangdd Information may unilaterally transfer its rights and obligations under this agreement to third parties at any time through written notification and may early terminate this agreement via a 30-day prior written notice.

 

·             Powers of Attorney

 

Each of the shareholders of Shenzhen Fangdd has issued a power of attorney, irrevocably appointing Mr. Jiancheng Li, a director of Fangdd Information, as such shareholder’s attorney-in-fact to exercise all shareholder rights, including, but not limited to, the right to call shareholders’ meeting, the right to vote on all matters of Shenzhen Fangdd that require shareholders’ approval, and the right to dispose of all or part of the shareholder’s equity interest in Shenzhen Fangdd, on behalf of such shareholder. The foregoing authorization is conditioned upon Mr. Jiancheng Li’s continuing directorship at Fangdd Information and Fangdd Information’s written consent to such authorization. In the event that Mr. Jiancheng Li ceases to serve as a director of Fangdd Information or that Fangdd Information requests the shareholders to terminate the authorization in writing, the power of attorney will terminate immediately and the shareholder shall then appoint any person designated by Fangdd Information as his or her attorney-in-fact to exercise all shareholder rights. Other than the foregoing circumstances, the power of attorney will remain in force until the termination of the business operation agreement and during its effective term, shall not be amended or terminated without consent of Fangdd Information.

 

F-14


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

·             Equity Interest Pledge Agreements

 

Each of the shareholders of Shenzhen Fangdd has entered into an equity interest pledge agreement with Fangdd Information and Shenzhen Fangdd, pursuant to which, the shareholders have pledged all of his or her equity interest in Shenzhen Fangdd to Fangdd Information to guarantee the performance by Shenzhen Fangdd and its shareholders of their obligations under the main contracts, which include technology development and application service agreement, the operation maintenance service agreement, the business operation agreement and the exclusive option agreements. Each shareholder of Shenzhen Fangdd agrees that, during the term of the equity interest pledge agreement, he or she will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Fangdd Information. The equity interest pledge agreements remain effective until Shenzhen Fangdd and its shareholders discharge all of their obligations under the main contracts. The Company has registered the equity pledge with the local branches of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law.

 

·             Exclusive Option Agreements

 

Fangdd Information, Shenzhen Fangdd and each of the Shenzhen Fangdd’s shareholders have entered into an exclusive option agreement, pursuant to which each of the Shenzhen Fangdd’s shareholders has irrevocably granted Fangdd Information an exclusive option, to the extent permitted by PRC law, to purchase, or have its designated person or persons to purchase, at its discretion all or part of the shareholder’s equity interests in Shenzhen Fangdd or all or part of Shenzhen Fangdd’s assets. The purchase price shall be a nominal price unless where PRC laws and regulations require valuation of the equity interests or the assets, or promulgates other restrictions on the purchase price, or otherwise prohibits purchasing the equity interests or the assets at a nominal price. If the PRC laws and regulations prohibit purchasing the equity interests or the assets at a nominal price, the purchase price shall be equal to the original investment of the equity interests made by such shareholders or the book value of the assets. Where PRC laws and regulations require valuation of the equity interests or the assets or promulgates other restrictions on the purchase price, the purchase price shall be the minimum price permitted under PRC laws and regulations. However, if the minimum price permitted under PRC laws and regulations exceed the original investment of the equity interests or the book value of the assets, Shenzhen Fangdd’s shareholders shall reimburse Fangdd Information the exceeded amount after deducting all taxes and fees paid under PRC laws and regulations. The shareholders of Shenzhen Fangdd undertake, among other things, that they shall not take any actions that may have material effects on Shenzhen Fangdd’s assets, businesses and liabilities, nor shall they appoint or replace any directors, supervisors and officers of Shenzhen Fangdd without Fangdd Information’s prior written consent. These agreements have terms of ten years, which may be extended upon Fangdd Information’s written confirmation prior to the expiry.

 

·             Operation Maintenance Service Agreement

 

Fangdd Information and Shenzhen Fangdd have entered into an operation maintenance service agreement, pursuant to which Fangdd Information has the exclusive right to provide Shenzhen Fangdd with operation maintenance services and marketing services. Without Fangdd Information’s written consent, Shenzhen Fangdd shall not engage any third party to provide the services covered by this agreement. Shenzhen Fangdd agrees to pay service fees on an annual basis and at an amount determined by Fangdd Information after taking into account factors such as the labor cost, facility cost and marketing expenses incurred by Fangdd Information in providing the services. Unless otherwise agreed by both parties, this agreement will remain effective until Fangdd Information ceases business operations.

 

·             Technology Development and Application Service Agreement

 

Fangdd Information and Shenzhen Fangdd have entered into a technology development and application service agreement, pursuant to which, Fangdd Information has the exclusive right to provide Shenzhen Fangdd with technology development and application services. Without Fangdd Information’s written consent, Shenzhen Fangdd shall not accept any technology development and application services covered by this agreement from any third party. Shenzhen Fangdd agrees to pay service fees on an annual basis and at an amount determined by Fangdd Information after taking into account multiple factors, such as the labor and time consumed for provision of the service, the type and complexity of the services provided, the difficulties in providing the service, the commercial value of services provided and the market price of comparable services. Unless otherwise agreed by the parties, this agreement will remain effective until Fangdd Information ceases business operations.

 

F-15


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Risks in relation to Shenzhen Fangdd structure

 

In the opinion of the Company’s management, the contractual arrangements have resulted in Fangdd Information having the power to direct activities that most significantly impact Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries, including appointing key management, setting up operating policies, exerting financial controls and transferring profit or assets out of Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries at its discretion. Fangdd Information considers that it has the right to receive all the benefits and assets of Shenzhen Fangdd and Shenzhen Fangdd’ subsidiaries. As Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries were established as limited liability companies under the PRC law, their creditors do not have recourse to the general credit of Fangdd Information for the liabilities of Shenzhen Fangdd and VIE’s subsidiaries, and Fangdd Information does not have the obligation to assume the liabilities of Shenzhen Fangdd and VIE’ subsidiaries.

 

The Group has determined that Shenzhen Fangdd VIE Agreements are in compliance with PRC laws and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce Shenzhen Fangdd VIE Agreements.

 

If the PRC government finds that these contractual arrangements do not comply with its restrictions on foreign investment in the internet business, or if the PRC government otherwise finds that the Group, the VIE, or any of its subsidiaries is in violation of PRC laws or regulations or lack the necessary permits or licenses to operate the business, the relevant PRC regulatory authorities, including but not limited to the Ministry of Industry and Information Technology of the People’s Republic China (“MIIT”), which regulates internet information service companies, would have broad discretion in dealing with such violations, including:

 

·      revoking the business and operating licenses;

 

· discontinuing or restricting the operations;

 

· imposing fines or confiscating any of the income that they deem to have been obtained through illegal operations;

 

· imposing conditions or requirements with which the Group or the PRC subsidiaries and affiliates may not be able to comply;

 

· requiring the Company or the PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations;

 

· placing restrictions on the right to collect revenues;

 

· restricting or prohibiting the use of the proceeds from this offering to finance the business and operations of the VIE; and

 

· taking other regulatory or enforcement actions that could be harmful to the business.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The imposition of any of these penalties could have a material and adverse effect on the business, financial condition and results of operations. If any of these penalties results in the inability to direct the activities of the VIE that most significantly impact its economic performance, and/or failure to receive the economic benefits from the VIE, the Group may not be able to consolidate the financial results of the VIE and its subsidiaries in Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles.

 

There is no VIE in which the Group has a variable interest but is not the primary beneficiary. Currently there is no contractual arrangement that could require the Group to provide additional financial support to Shenzhen Fangdd.

 

The following consolidated assets and liabilities information of the Group’s VIE and VIE’s subsidiaries as of December 31, 2018 and 2019, and consolidated operating results and cash flows information for the years ended December 31, 2017, 2018 and 2019, have been included in the accompanying Consolidated Financial Statements:

 

F-17


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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

 

 

 

 

 

 

Cash and cash equivalents

 

415,456

 

645,332

 

Restricted cash

 

4,727

 

957

 

Short-term investments

 

21,600

 

11,500

 

Accounts receivable, net

 

1,352,596

 

2,189,980

 

Amount due from related parties*

 

1,794

 

3,095

 

Prepayments and other current assets

 

210,764

 

194,423

 

Total current assets

 

2,006,937

 

3,045,287

 

 

 

 

 

 

 

Property, equipment and software, net

 

15,450

 

8,298

 

Equity method investments

 

341,825

 

574,930

 

Long-term equity investment

 

56,000

 

40,000

 

Deferred tax assets

 

8,467

 

7,289

 

Other non-current assets

 

23,915

 

7,255

 

Total non-current assets

 

445,657

 

637,772

 

 

 

 

 

 

 

Total assets

 

2,452,594

 

3,683,059

 

 

 

 

 

 

 

Short-term bank borrowings

 

395,000

 

490,000

 

Accounts payable

 

1,107,836

 

1,897,219

 

Customers’ refundable fees

 

41,697

 

44,916

 

Amounts due to related parties*

 

285,621

 

278,487

 

Accrued expenses and other payables

 

392,251

 

283,749

 

Income tax payables

 

297

 

7

 

Total current liabilities

 

2,222,702

 

2,994,378

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Income tax payables

 

11,916

 

11,061

 

Long-term loan from a related party**

 

300,000

 

534,000

 

Total non-current liabilities

 

311,916

 

545,061

 

 

 

 

 

 

 

Total liabilities

 

2,534,618

 

3,539,439

 

 


*                 Amounts due from and to related parties represent the amounts due from and to Shanghai Fangdd Information Technology Co., Ltd., Shanghai Fangdd Software Technology Co., Ltd. and its subsidiaries, which are eliminated upon consolidation.

**          Long-term loan from a related party represents entrusted loan with a 3-year term at annual interest rate of 0.5%, which was borrowed by Shenzhen Fangdd during the year of 2018 and 2019 from Fangdd Information via Bank of China in Shenzhen, which are eliminated upon consolidation.

 

F-18


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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

 

 

 

 

 

 

 

 

Total revenue

 

1,798,521

 

2,282,216

 

3,599,436

 

Net income (loss)

 

6,237

 

107,511

 

(520,230

)

Net cash (used in) provided by operating activities

 

(663,005

)

116,937

 

103,298

 

Net cash provided by (used in) investing activities

 

214,872

 

(303,375

)

(206,192

)

Net cash provided by financing activities

 

663,100

 

31,900

 

329,000

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

214,967

 

(154,538

)

226,106

 

Cash, cash equivalents and restricted cash at the beginning of the year

 

359,754

 

574,721

 

420,183

 

Cash, cash equivalents and restricted cash at the end of the year

 

574,721

 

420,183

 

646,289

 

 

2.         Summary of Significant Accounting Policies

 

(a)         Basis of presentation

 

The Consolidated Financial Statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’).

 

The accompanying Consolidated Financial Statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to operate profitably, to generate cash flows from operations, and its ability to attract investors and to borrow funds on reasonable economic terms.

 

Historically, the Group has relied principally on both operational sources of cash and non-operational sources of equity and debt financing to fund its operations and business development. In addition, the Group can adjust the pace of its operation expansion and control the operating expenses of the Group. The management believes the Group will have sufficient cash resources from operations and financing support from investors to fund its continuing operation. Therefore, the Group’s Consolidated Financial Statements have been prepared on a going concern basis.

 

(b)         Principles of Consolidation

 

The accompanying Consolidated Financial Statements include the results of the Company, its subsidiaries, VIE and VIE’s subsidiaries.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

 

All intercompany transactions and balances among the Company, its subsidiaries, VIE and VIE’s subsidiaries have been eliminated upon consolidation.

 

(c)          Use of Estimates

 

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the Consolidated Financial Statements and accompanying notes. Significant accounting estimates include, but not limited to, allowance for accounts and loans receivable, realization of deferred income tax assets, impairment loss for long-term equity investment and share-based compensation. Actual results may differ materially from those estimates.

 

(d)         Foreign Currency

 

The Group’s reporting currency is Renminbi (‘‘RMB’’). The functional currency of the Company and the Group’s entities incorporated in the Cayman Island, British Virgin Islands (‘‘BVI’’), and Hong Kong (‘‘HK’’) is the United States dollars (‘‘US$’’). The functional currency of the Group’s PRC subsidiaries, VIE and VIE’s subsidiaries is RMB.

 

Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange (gain) losses in the Consolidated Statements of Comprehensive Income (Loss). Total foreign currency exchange differences were a loss of RMB787, a gain of RMB684 and a gain of RMB237 for the years ended December 31, 2017, 2018 and 2019, respectively.

 

The financial statements of the Company and the Group’s entities incorporated at Cayman Island, BVI and Hong Kong are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings (deficit) generated in the current period are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulted foreign currency translation adjustments are recorded as a component of other comprehensive income or losses in the Consolidated Statements of Comprehensive Income (Loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or losses in the Consolidated Statements of Changes in (Deficit) Equity.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(e)          Convenience Translation

 

Translations of certain balances in accompanying Consolidated Financial Statements from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB 6.9618, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying Consolidated Financial Statements are unaudited.

 

(f)                Commitments and Contingencies

 

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

 

(g)              Cash and Cash Equivalents

 

Cash and cash equivalents represent demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or less and are readily convertible to known amounts of cash.

 

(h)              Restricted cash

 

Restricted cash represents:

 

(i)                 cash deposited with banks of RMB345,905 and RMB229,268 as of December 31, 2018 and 2019, as collateral for borrowings from the banks (note 10). Restriction on the use of such cash and the interest earned thereon is imposed by the banks and remains effective throughout the term of the bank borrowings. Upon repayment of the bank borrowings, the bank deposits are available for general use by the Group.

 

(ii)              bank balances of RMB4,727 and RMB301 as of December 31, 2018 and 2019, respectively, held on behalf of home purchasers in respect of their down payments made for secondary property transactions of which legal title transfer from property sellers had not yet been completed. A corresponding liability with the same amount were recorded as down payments collected on behalf of secondary property sellers in accrued expenses and other payables.

 

F-21


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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(iii)           bank balance of RMB 556 as of December 31, 2019 was frozen for a lawsuit undergoing with a supplier that a corresponding liability with the same amount were accrued.

 

Cash deposits restricted for use over one year after the balance sheet date are classified as non-current assets in the Consolidated Balance Sheets.

 

(i)                 Short-term investments

 

Short-term investments include investments in wealth management products issued by certain banks which are redeemable by the Company at any time. The wealth management products are either unsecured with variable interest rates or fixed interest rate. The Company measures the short-term investments at fair value using the quoted subscription or redemption prices published by these banks, with unrealized holding gains or losses, net of the related tax effect, excluded from earnings and recorded as a separate component of accumulated other comprehensive income (loss) until realized. Realized gains or losses from the sale of short-term investments are determined on a specific identification basis and are recorded as gain on short-term investments when earned in the Consolidated Statements of Comprehensive Income (Loss).

 

(j)                 Accounts Receivable

 

Accounts receivable mainly represent amounts due from the real estate developers for primary property business and individual customers for secondary property business upon the completion of their services. Accounts receivables are recorded net of an allowance for doubtful accounts, if any. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an accounts receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure. Allowance of RMB 86,417 and RMB 142,256 was provided as of December 31, 2018 and 2019, respectively. Approximately 6% of the Group’s accounts receivable represent output VAT amounts, which are excluded from the Group’s revenues.

 

(k)              Loans receivable, net

 

Loans receivable represents loan originated or purchased by the Group (see note 6). The Group has the intent and the ability to hold such loans for the foreseeable future or until maturity or payoff. Loans receivable are recorded at unpaid principal balances, net of allowance for loan losses that reflects the Group’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of personal loans with term period ranging from 30 days to 5 years. In the Consolidated Balance Sheets, loans receivable that mature within the next twelve months from the balance sheet date are included in “Prepayment and other current assets” while loans receivable that will mature one year after the balance sheet date are included in “Other non-current assets”.

 

F-22


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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis. All loans are assessed collectively depending on factors such as delinquency rate, size, and other risk characteristics of the portfolio.

 

The Group writes off loans receivable and the related allowance when management determines that full repayment of such loan is not probable. The primary factor in making such determination is the estimated recoverable amounts from the delinquent debtor.

 

As of December 31, 2018 and 2019, loan receivables of RMB30,728 and RMB54,194 were due from the Group’s employees respectively.

 

(l)                 Deposits with real estate developers

 

Certain property sales contracts entered with real estate developers provide the Group with exclusive selling rights for the selected properties for a specific period of time (the “Exclusive Sales Contracts”), which typically lasts for several months. Certain of these Exclusive Sales Contracts requires the Group or, in case of tri-party agreements (see note 12(3)), the Group’s equity method investees to purchase any unsold units of properties at the end of the exclusive sales period (the “Sales Commitment Arrangements”). Under the Sales Commitment Arrangements, the real estate developers either enter into project sales contracts with the Group directly (the “Self-Commitment Arrangements”) or enter into tri-party agreements with the Group and its equity method investees (the “Non-Group Commitment Arrangements”). The Group, or in case of tri-party agreements, its equity method investees is required to advance real estate developer an initial deposit prior to the commencement of the exclusive sales period. The amount of initial deposits required is generally determined at a percentage of the minimum transaction price, as pre-agreed with the real estate developer, of the properties (the “Base Transaction Price”) to be sold to home purchasers in the market during the exclusive sales period. The amount of deposits advanced by the Group, or its equity method investees are adjusted throughout the exclusive sales period based on an agreed schedule such that 100% of the Base Transaction Price for the unsold properties, if any, is advanced to the real estate developers at the end of the exclusive sales period. If all properties are sold during the exclusive sales period, any outstanding deposits are immediately returned to the Group, or its equity method investees.

 

F-23


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Group believes its key management has sufficient knowledge and experience in the relevant real estate markets and has in place adequate process that guides its selection of projects, negotiation of terms and ongoing monitoring of risks.

 

Prior to entering into a Sales Commitment Arrangements, the Group would assess the marketability of the specified properties, the reasonableness of the Base Transaction Price and other relevant factors. The Group performs such assessment based on the results of its research activities and other factors such as the availability of agents’ resources and has determined that the probability of all properties under such arrangements not being sold within the exclusive sales period is low. The Group believes that the developers enter into such Sales Commitment Arrangement largely due to liquidity consideration in that it could shorten the cash payback period through the receipts of deposits under the arrangement. Also, such Sales Commitment Arrangement may provide higher return to the developer when the properties are sold at a price in excess of the Base Transaction price (see note 2(s)). Therefore, the Group determines that it is remote that the real estate developers will request the Group, or for Non-Group Commitment Arrangements, the Group’s equity method investees to purchase the unsold properties at the end of exclusive sales period. Management has concluded such assessment is supported by the historical experiences where developers agreed to an extended sales period for a few months in those limited instances where certain properties remained unsold at the end of exclusive sales period.

 

The Group began to enter into the above-mentioned Sales Commitment Arrangements in 2016. For the years ended December 31, 2017 and 2018, all properties under these arrangements were sold to the home buyers either within the exclusive sales period or during the extended sales period with all related deposits with the real estate developers being fully refunded. From 2018 onwards, the Group did not enter into any new property sales contracts with real estate developers under Self-Commitment Arrangements. Since then, all new property sales contracts with Sales Commitment Arrangement are entered with the property developers and equity method investees in tri-party agreements under the Non-Group Commitment Arrangements (see note 12(3)), pursuant to which the Group’s equity method investees, rather than the Group, are required to pay the deposits directly to the property developers and obliged to purchase any unsold units of properties at the end of exclusive sales period.

 

F-24


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The deposits made by the Group under the Self-Commitment Arrangement are recorded as deposits with real estate developers, net of allowance for doubtful accounts, under current assets on the Consolidated Balance Sheets. The Group assesses the recoverability of the deposits with real estate developers based on a combination of factors, including the contractual terms, the developers’ intention in entering into such arrangements as described above, the continuing assessment of the marketability of the properties during the exclusive sales period and the extended sales period, if any, historical experiences and negotiation results of developers’ action at the end of exclusive sales period, and the market price of similar properties. An allowance for doubtful accounts against the deposits is recorded when any portion of deposits is considered not recoverable.

 

(m)          Property, equipment and software , net

 

Property, equipment and software are stated at cost less accumulated depreciation, amortization and impairment. Property, equipment and software are depreciated and amortized at rates sufficient to write off their costs less impairment and residual value if any over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows:

 

Category

 

Estimated
useful lives

Buildings

 

20 years

Leasehold improvements

 

2-3 years

Furniture, office equipment

 

3-5 years

Motor vehicles

 

3-4 years

Software

 

2-10 years

 

Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Comprehensive Income (Loss).

 

(n)              Equity method investments

 

The Group accounts for an equity method investment over which it has significant influence but does not own a majority of the equity interest or otherwise controls and the investments are either common stock or in substance common stock using the equity method. The Group’s share of the investee’s profit and loss is recognized in the Consolidated Statements of Comprehensive Income (Loss).

 

The Group assesses its equity method investments for other-than-temporary impairment by considering factors as well as all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends, and other Group-specific information such as financing rounds.

 

F-25


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(o)              Long-term equity investments

 

Long-term equity investments, except those accounted for under the equity method or those that result in the consolidation of the investee, that do not have readily determinable fair value are measured and recorded at cost, less impairment, with subsequent adjustments for observable price changes in orderly transactions for identical or similar equity investments of the issuer. Purchased options on these equity investments that are not derivatives are accounted for in a manner consistent with the accounting for the equity investments that do not have readily determinable fair value.

 

(p)              Impairment of Long-lived Assets

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2017, 2018 and 2019.

 

(q)              Value added taxes

 

The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of transaction and service is generally subject to VAT at the rate of 6% and subsequently paid to PRC tax authorities after netting input VAT on purchase of service received. The excess of output VAT over input VAT is reflected in accrued expenses and other payables, and the excess of input VAT is reflected in Prepayments and other current assets in the Consolidated Balance Sheets.

 

(r)               Fair Value

 

Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

 

F-26


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:

 

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

 

Level 3—Unobservable inputs which are supported by little or no market activity.

 

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

 

Financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, loans receivable, deposits with real estate developers, short-term bank borrowings, accounts payable, customers’ refundable fees, accrued expenses and other payables. As of December 31, 2018 and 2019, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

 

(s)           Revenue

 

In accordance with ASC 606, Revenue from Contracts with Customers, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

Revenues are recorded net of value-added taxes and surcharges.

 

F-27


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Commission income

 

Through its platforms and services provided by real estate agents registered as a member in the Group’s platform (the “Registered Agents”), the Group earns commission revenue from real estate developers for sales transactions of primary properties and to a lesser extent from home owners for sales or rental transactions of secondary properties. For services rendered by the Registered Agents in completing the transactions, the Group pays those the agents a commission fee. The real estate developers and home owners are collectively referred as the property owners. For each of the properties transactions, the Group enters into contracts with the Registered Agents (the “Agents’ Contracts”) and properties owners (the “Properties Sales Contracts”) separately. As Registered Agents are involved in providing the services to the properties owners, the Group considers all the relevant facts and circumstances in determining whether it acts as the principal or as an agent in these properties transactions in accordance with ASC 606-10.

 

The Group has determined that it is a principal for the following reasons: (1) the Properties Sales Contract and the Agents’ Contract are negotiated and entered into separately between the Group and the property owners and the Registered Agents, respectively, at the discretion of the Group, and there is no contractual relationship between the property owners and the Registered Agents; (2) the Group negotiates with the property owners the total commission fee to be paid by the properties owners. The Group also determines the commission rate payable to the Registered Agents at its discretion without any involvement of the properties owners; (3) pursuant to the Properties Sales Contracts, the Group is responsible for the sales or leasing of the properties. In particular, the Group is responsible to undertake the sales and marketing activities it considers necessary to induce potential home purchasers to visit the sales center of the property and complete the purchase of properties from the real estate developers. The Group is entitled to a pre-determined commission income upon the signing of the sales agreements between the real estate developers and the home purchasers pursuant to the Properties Sales Contracts. The Group’s project management team carries out a series of activities including sales data analysis, development of project sales strategy, resources allocation, assignment of agents, sales and marketing activities, and monitoring of the entire sales process; (4) the Group monitors Registered Agents’ services and provide them with instructions and guidelines in approaching and serving the home purchasers.

 

Commission income for sales transactions of primary properties and rental transactions for secondary properties are recognized by the Group upon the signing of the sales and purchase agreements or rental agreements and making the required down payment by the home purchasers or tenants. Commission income for sales transactions of secondary properties are recognized when the transfer over legal title of ownership of the properties between the home owners and home purchasers are complete.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Group also enters into certain arrangements with real-estate developers pursuant to which potential home purchasers may pay the Group a fixed amount in return for a discount for their purchases of specified properties from the real estate developers. The fees paid by the home purchasers to the Group are fully refundable before the execution of the sales and purchase agreements between the home purchasers and the real estate developers. For these transactions, except for the fees received from the home purchasers, the Group is not entitled to any additional commission from the real estate developers. The Group recognizes commission income in the amount of fees received from the home purchasers when the Group’s services are rendered upon the execution of the sales and purchase agreements between the home purchasers and the real estate developers. Fees received from home purchasers in advance of the revenue recognition are recorded as “Customers’ Refundable Fees” (see note 11) on the Consolidated Balance Sheets.

 

For primary properties transactions, the Group generally earns a fixed commission rate (“Base Commission”) of the pre-determined properties transaction price (the “Base Transaction Price”) as stated in the Properties Sales Contracts. For certain primary properties transactions, the Group obtains exclusive sales right from real estate developers to sell the properties for a limited period of time and is required to advance certain amount of deposits. Not all of the Exclusive Sales Contracts contains Sales Commitment Arrangement as disclosed in note 2(l). Pursuant to those Exclusive Sales Contracts with Sales Commitment Arrangement, the Group is permitted to sell the properties in the market at a price above the Base Transaction Price. In addition to the Base Commission, the Group is entitled to an additional income (the “Sales Incentive Income”), determined at a progressive rate on the excess of the actual transaction price over the Base Transaction price. Same as Base Commission income, the Sales Incentive Income is also recognized as revenue upon the signing of the sales and purchase agreements and making the down payment by the home purchasers.

 

Franchise Income

 

The Group enters into franchise agreements with certain third party real estate agency companies located in those cities where the Group does not have an established sales office. Pursuant to these franchise agreements, the Group grants the franchisees with the right to use the Group’s brands, access of listings in the Group’s platform and other resources in return for a franchise fee. For franchise agreements entered in 2017, franchise fee is determined based on a percentage of the franchisee’s gross commission income earned. Franchise income are recognized when the underlying franchisees’ revenue is earned. For franchise agreements entered from 2018 onward, franchise fee is determined at an agreed fixed amount over a period of time and are recognized by the Group on a straight-line basis over the contractual period. During the years ended December 31, 2017, 2018 and 2019, the Group recognized franchise income of RMB13,400, RMB17,748 and RMB22,560, respectively.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Financial service income

 

The Group provides lending financial services to home purchasers, Registered Agents and the Group’s employees who meet the Group’s credit assessment requirements. Financial services income from loans receivable is recognized using the effective interest rate method.

 

Other value-added services

 

Other value-added services are recognized as revenue on a straight-line basis over which the services are rendered, They mainly represent subscription fee earned by offering Registered Agents with a suite of marketing and business technology products and services for use in a specified period of time so as to assist them growing and managing their businesses.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Loans facilitation services

 

Loans facilitation services are recognized as revenue when the relevant loans agreement signed and the related loans were drew down by the home purchasers. Loans facilitation services primarily consists of the services to facilitate the home purchasers, Registered Agents and other market participants borrowing from the financial institutions in the property transactions.

 

Parking space transaction facilitating services

 

Parking space transaction facilitating services are recognized as revenue when services are rendered to facilitate the appointment of real estate agents by Shenzhen Jinyiyun Supply Chain Technology Co., Ltd. (“Shenzhen Jinyiyun”), a related party, as agents for Shenzhen Jinyiyun’s parking space transactions. Certain directors and management of the Company are the principal shareholders of Shenzhen Jinyiyun. The Company’s services primarily consist of providing support and information to Shenzhen Jinyiyun to identify real estate agents in the Company’s platform and introduction of agents for Shenzhen Jinyiyun’s parking space transactions. The service fee is chargeable to the real estate agent and revenue is recognized upon signing of the relevant agency agreement. During the year ended December 31, 2019, the Group recognized parking space transaction facilitating services income of RMB28,877.

 

(t)                 Cost of Revenue

 

Cost of revenue primarily consists of agents’ commission, sharing of sales incentive income with fund providers, promotion and operational expenses, and salaries and benefits expenses that incurred for properties transactions.

 

(u)              Sales and marketing expenses

 

Sales and marketing expenses mainly consist of advertising costs, which consist primarily of online and offline advertisements, are expensed when the services are received. The advertising expenses were RMB38,151, RMB57,767 and RMB47,883 for the years ended December 31, 2017, 2018 and 2019, respectively.

 

(v)              Product development expenses

 

Product development expenses primarily consist of salaries and benefits expenses, depreciation of equipment relating to the development of new products or upgrading of existing products and other expense for the product activity of the Group. The Group expenses product development expenses as incurred.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(w)            General and administrative expenses

 

General and administrative expenses mainly consist of payroll and related staff costs for corporate functions, as well as other general corporate expenses such as rental expenses and depreciation expenses for offices and equipment for use by these corporate functions of the Group.

 

(x)              Government grants

 

Government grants represent amounts granted by local government authorities as an incentive for companies to promote economic development of the local technology industry. Government grants received by the Group were non-refundable and were for the purpose of giving immediate incentive with no future costs or obligations are recognized in earnings in the Company’s Consolidated Statements of Comprehensive Income (Loss).

 

(y)              Share-based Compensation

 

Share-based awards granted to the employees and directors in the form of share options are subject to service and performance conditions. They are measured at the grant date fair value of the awards, and are recognized as compensation expense using the graded vesting method, net of estimated forfeitures, if and when the Company considers that it is probable that the performance condition will be achieved.

 

For vested awards, the Group recognizes incremental compensation cost in the period the modification occurs. For awards not being fully vested, the Group recognizes the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the remaining requisite service period after modification.

 

Estimation of the fair market value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the share options is estimated using the Binominal Option Pricing Model. The determination of the fair value of share options is affected by the share price of the Company’s ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including the expected share price volatility, risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(z)               Employee Benefits

 

The Company’s subsidiaries, the VIE and VIE’s subsidiaries in China participate in a government mandated, multi-employer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. The fair value of the employee benefits liabilities approximates their carrying value due to the short-term nature of these liabilities. Employee social insurance benefits included as expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss) amounted to RMB60,679, RMB45,010 and RMB54,958 for the years ended December 31, 2017, 2018 and 2019, respectively.

 

(aa)       Income Tax

 

Income tax are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

The Company reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of futures profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards, if any, not expiring.

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in income tax expense and penalties in general and administrative expenses.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(bb)       Leases

 

A lease is classified at the inception date as either a capital lease or an operating lease. A lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating leases are charged to the Consolidated Statements of Comprehensive Income (Loss) on a straight-line basis over the lease term. The Group had no capital leases as of December 31, 2018 and 2019.

 

(cc)         Earnings/(Loss) per Share

 

Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders, considering the accretions to redemption value of the preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, any net income is allocated between ordinary shares and other participating securities based on their participating rights. A net loss is not allocated to participating securities when the participating securities does not have contractual obligation to share losses.

 

The Company’s preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. The preferred shares has no contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares; whereas any undistributed net loss is allocated to ordinary shares only.

 

Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares and convertible loan using the if-converted method, and ordinary shares issuable upon the vest of restricted ordinary shares or exercise of outstanding share option (using the treasury stock method). Ordinary equivalent shares are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(dd)       Segment Reporting

 

The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Group’s Chief Executive Officer and management personnel do not segregate the Group’s business by service lines. All service categories are viewed as in one and the only operating segment.

 

(ee)         Statutory Reserves

 

The Group’s subsidiaries, VIE and VIE’s subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds.

 

In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly foreign owned enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (‘‘PRC GAAP’’)) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the Group.

 

In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIE’s subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the Group. Appropriation to the discretionary surplus fund is made at the discretion of the Group.

 

The general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective entity. The staff bonus and welfare fund is liability in nature and is restricted to make payment of special bonuses to employees and for the collective welfare of employees. None of these reserves is allowed to be transferred to the Group by way of cash dividends, loans or advances, nor can they be distributed except under liquidation.

 

For the years ended December 31, 2017, 2018 and 2019, no appropriation was made to the general reserve fund by the Group’s wholly foreign owned PRC subsidiaries, and no appropriation was made to the statutory surplus fund by the Group’s VIE and VIE’s subsidiaries which did not earn after-tax profits as determined under PRC GAAP. No appropriation has been made by these companies to discretionary funds.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(ff)           Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases. ASU 2016-02 specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Group normally entered into operating leases for its office use. As disclosed in Note 19, the Group had future minimum lease commitments under non-cancellable operating lease agreements of RMB 26,965 as of December 31, 2019. As the Company is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, ASU 2016-02 will be applied for the fiscal year ending December 31, 2020. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements. So far, management believes that the adoption of ASU2016-02 would not have a material impact on the Consolidated Financial Statements.

 

On November 5, 2018, the FASB issued ASU 2018-18, which amended ASC 808 and ASC 606 to clarify that transactions in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account). The guidance precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The guidance is effective for public business entities in fiscal years beginning after 15 December 2019, and interim periods therein, and for all other entities, in fiscal years beginning after 15 December 2020, and interim periods beginning the following fiscal year. Early adoption is permitted for entities that have adopted ASC 606. For the transactions under collaborative arrangement entered by the Group, the Group should share income with the counterparty, who is not the Group’s customer. The management believe that ASU 2018-8 would not have a material impact on the Consolidated Financial Statements.

 

On November 2019, the FASB issued ASU 2019-10, which deferred the effective dates of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and ASU 2016-02 Leases (Topic 842) (Leases), for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application continues to be allowed. As the Company is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, the deferred effective dates are applicable to the Company. Management is currently evaluating the impact of adopting ASU 2016-13 on the Consolidated Financial statements.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

3.         Concentration and Risk

 

Concentration of customers

 

There are no customers from whom revenue individually represent greater than 10% of the total revenue of the Group for the years ended December 31, 2017, 2018 and 2019.

 

Concentration of credit risk

 

Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable and loans receivable included under prepayments and other current assets. As of December 31, 2017, 2018 and 2019, substantially all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by reputable financial institutions located in the PRC and Hong Kong which management believes are of high credit quality and financially sound based on public available information.

 

Accounts receivable are typically unsecured and are primarily derived from revenue earned from real estate developers. The risk with respect to accounts receivable is managed by credit evaluations the Group performs on its customers and its ongoing monitoring of outstanding balances.

 

The Group is exposed to default risk on its loans receivable. The Group assesses the allowance for credit loss related to loans receivable on a quarterly basis, either on an individual or collective basis. As of December 31, 2017, 2018 and 2019, no individual loans receivable balance accounted for over 10% of the total loans receivable.

 

Cash concentration

 

Cash and cash equivalents and restricted cash mentioned below maintained at banks consist of the following:

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB denominated bank deposits with:

 

 

 

 

 

Financial Institutions in the PRC

 

429,266

 

654,946

 

U.S. dollar denominated bank deposits with:

 

 

 

 

 

Financial Institutions in the Hong Kong

 

346,019

 

664,478

 

Financial Institutions in the PRC

 

18,933

 

14,448

 

 

F-37


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The bank deposits with financial institutions in the PRC are insured by the government authority for up to RMB500,000. The bank deposits with financial institutions in the Hong Kong are insured by the government authority for up to HK$500,000. The Company has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC and Hong Kong.

 

Currency risk

 

The Group’s operational transactions and its assets and liabilities are primarily denominated in RMB, which is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and international economic and political developments that affect the supply and demand of RMB in the foreign exchange market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances from China in currencies other than RMB by the Group must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

Interest rate risk

 

The Group’s short-term bank borrowings bear interests at fixed rates. If the Group were to renew these loans upon maturity and the related banks only agree to offer variable rate for such renewal, the Group might then be subject to interest rate risk.

 

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Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

4.         Fair Value Measurement

 

The following table sets forth the Group’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

 

December 31, 2018

 

 

 

Level 1
Inputs

 

Level 2
Inputs

 

Level 3
Inputs

 

Balance at
Fair Value

 

 

 

RMB

 

RMB

 

RMB

 

RMB

 

Assets

 

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

 

 

-Wealth management products

 

 

71,483

 

 

71,483

 

Long-term equity investment

 

 

 

56,000

 

56,000

 

Total Assets

 

 

71,483

 

56,000

 

127,483

 

 

December 31, 2019

 

 

 

Level 1 
Inputs

 

Level 2 
Inputs

 

Level 3 
Inputs

 

Balance at
Fair Value

 

 

 

RMB

 

RMB

 

RMB

 

RMB

 

Assets

 

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

 

 

-Wealth management products

 

 

11,500

 

 

11,500

 

Long-term equity investment

 

 

 

40,000

 

40,000

 

Total Assets

 

 

11,500

 

40,000

 

51,500

 

 

The Group values its investments in wealth management products issued by certain banks using quoted subscription/redemption prices published by these banks, and accordingly, the Group classifies the valuation techniques that use these inputs as level 2.

 

The Group’s short-term investments as of December 31, 2018 and 2019 were acquired close to the year-end dates with maturity from seven days to one month, except for a short-term wealth management product issued by Bank of China in Shenzhen of RMB49,883 on April 28, 2018 with a 363-day term and a fixed annual interest rate and principle secured. This wealth management product has served as the collateral of a short-term loan of RMB49,000 from Bank of China in Shenzhen (see note 10) since July 2018. This wealth management product was due and redeemed by the Group on April 26, 2019 with the collateral released upon the short term bank loan of RMB49,000 repaid on the same day.

 

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Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Long-term equity investment was measured at costs, less impairment, with subsequent adjustments for observable price changes (see note 9), and are categorized within Level 3 under the fair value hierarchy. The values were estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, as well as rights and obligations of the securities that the Company holds.

 

There have no transfers between level 1, level 2 and level 3 categories.

 

5.         Accounts receivable, net

 

Accounts receivable consist of the following:

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Accounts receivable from real estate developers

 

1,436,367

 

2,329,431

 

Accounts receivable from individual customers

 

2,646

 

2,805

 

 

 

1,439,013

 

2,332,236

 

Less: allowance for doubtful accounts

 

(86,417

)

(142,256

)

Accounts receivable, net

 

1,352,596

 

2,189,980

 

 

As of December 31, 2018 and 2019, the Group pledged accounts receivable from real estate developers of RMB65,697 and RMB263,550 as security for the bank loans of RMB50,000 and RMB185,000, respectively (see note 10).

 

The following table presents the movement of allowance for doubtful accounts for the years ended December 31, 2017, 2018 and 2019.

 

 

 

As of December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Balance at the beginning of the year:

 

43,084

 

46,900

 

86,417

 

Provision for the year

 

8,014

 

39,517

 

55,839

 

Write-off

 

(4,198

)

 

 

Balance at the end of the year

 

46,900

 

86,417

 

142,256

 

 

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Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

6.         Prepayments and other assets

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Loans receivable, net 

(1)

74,068

 

70,531

 

Rental and other deposits 

 

10,258

 

6,993

 

Security deposits with real estate developers

(2)

106,528

 

72,573

 

Deposits for investments

(3)

20,246

 

3,155

 

Others

 

23,811

 

48,671

 

Prepayments and other assets

 

234,911

 

201,923

 

Current Portion

 

210,996

 

194,668

 

Non-Current Portion

 

23,915

 

7,255

 

Total prepayments and other assets

 

234,911

 

201,923

 

 

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Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(1)         Loans receivable, net

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Secured personal loans

 

31,467

 

16,741

 

Unsecured personal loans

 

43,714

 

58,045

 

 

 

75,181

 

74,786

 

Less: allowance for doubtful loans

 

(1,113

)

(4,255

)

Loans receivables, net

 

74,068

 

70,531

 

 

 

 

 

 

 

Current Portion

 

70,399

 

66,431

 

Non-Current Portion

 

3,669

 

4,100

 

Total loans

 

74,068

 

70,531

 

 

F-42


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

As of December 31, 2018 and 2019, loans receivables are primarily personal loans made to home purchasers, home owners and Registered Agents and the Group’s employees. These loans have an original term from 30 days to 5 years and carry interest rates between 3.6%~24% per annum.

 

On December 25, 2017, the Group entered into a one-year arrangement with an independent third party trust, under which the Group would refer home owners on their platform to obtain personal loans from the trust. The Group is entitled to a loan facilitation fee ranging from 0.8% to 4% of the amounts of completed loan transactions. The personal loans are secured by the home owners’ properties. The Group provided guarantee on the principal and interest repayment of the loans to the trust and committed to purchase all the unpaid loans principal and accrued interests due from the home owners upon the end of the arrangement on December 25, 2018. Such guarantee was accounted for a derivative during the one-year agreement period under ASC 815 and the Group has determined that its fair value to be immaterial. On December 25, 2018, the Group purchased from the trust, pursuant to the arrangement, unpaid secured loans at a consideration of RMB21,424, determined based on the outstanding principal and interest payable by the home owners. These loans have been recorded in secured loans receivables of RMB21,424 and RMB14,760 on the consolidated balance sheet as at December 31, 2018 and 2019, with an allowance of doubtful loans of RMB3.1 million was made as of December 31, 2019.

 

F-43


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The following table sets forth the activity in the allowance for doubtful loans for the years ended December 31, 2018 and 2019:

 

 

 

As of December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Balance at the beginning of the year:

 

1,324

 

1,411

 

1,113

 

Provision (Reversal) for the year

 

2,701

 

(493

)

3,142

 

Write-off

 

(2,614

)

 

 

Collection of previously written-off debtors

 

 

195

 

 

Balance at the end of the year

 

1,411

 

1,113

 

4,255

 

 

F-44


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs periodic evaluation of the adequacy of the allowance. The allowance is based on the Group’s past loan loss history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, composition of the loan portfolio, current economic conditions and other relevant factors. The allowance is calculated at portfolio-level since the loans portfolio is typically of smaller balance homogenous loans and is collectively evaluated for impairment. In estimating the probable loss of the loan portfolio, the Group also considers qualitative factors such as current economic conditions and/or events in specific industries and geographical areas, including unemployment levels, trends in real estate values, peer comparisons, and other pertinent factors such as regulatory guidance.

 

The following table sets forth the aging of loans receivable as of December 31, 2018 and 2019.

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

1-29 days past Due

 

26,945

 

2,109

 

30-89 days past Due

 

2,538

 

 

90-179 days past Due

 

2,482

 

5,434

 

Over 180 days past Due

 

6,495

 

18,803

 

Total past Due

 

38,460

 

26,346

 

Current

 

36,721

 

48,440

 

Total loans

 

75,181

 

74,786

 

 

(2)    The Group is required to advance certain deposits to obtain the exclusive selling right for a limited period of time even under exclusive sales contract without Sales Commitment Arrangement. The exclusive sales period normally last for a few months. Full deposits amounts are refundable at the end of the exclusive sales period.

 

(3) The Group deposited investment funds of RMB16,246 and RMB3,155 for acquiring equity interests over certain limited partnerships as of December 31, 2018 and 2019, respectively. The Group had also deposited RMB4,000 for an investment to Guangxi Youju Technology Ltd (“Youju”) as of December 31, 2018 subject to fulfillment of certain closing conditions. On May 15, 2019, a supplemental agreement was entered to terminate the capital injection agreement of Youju and refunded RMB4,000 to the Group in June 2019.

 

F-45


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

7.         Property, equipment and software, net

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Buildings

 

2,594

 

2,594

 

Leasehold improvements

 

44,798

 

45,008

 

Furniture, office equipment

 

26,703

 

21,642

 

Motor vehicles

 

10,189

 

2,825

 

Software

 

3,716

 

4,096

 

Total Property, equipment and software

 

88,000

 

76,165

 

Less: Accumulated depreciation and amortization

 

(72,550

)

(67,867

)

Total Property, equipment and software, net

 

15,450

 

8,298

 

 

Depreciation and amortization expenses were RMB30,440, RMB14,254 and RMB4,842 for the years ended December 31, 2017, 2018 and 2019, respectively.

 

8.         Equity method investments

 

 

 

RMB

 

Balance as of January 1, 2017

 

48,904

 

Additions

 

63,000

 

Share of results

 

2,902

 

Dividends received

 

(2,779

)

Return of capital

 

(17,500

)

Balance as of January 1, 2018

 

94,527

 

Additions

 

383,958

 

Share of results

 

19,566

 

Disposal of an equity method investment

 

(2,907

)

Dividends received

 

(127

)

Return of capital

 

(148,858

)

Balance as of December 31, 2018

 

346,159

 

Additions

 

579,492

 

Share of results

 

21,772

 

Dividends received

 

(9,602

)

Return of capital

 

(358,558

)

 

 

 

 

Balance as of December 31, 2019

 

579,263

 

 

F-46


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

During the years ended December 31, 2017, 2018 and 2019, the Group made certain significant equity method investments. The Group does not have controlling financial interests over these investees, but it has the ability to exercise significant influence over their financial and operating polices.

 

In connection with the Sales Commitment Arrangements as described in notes 2(l) and 2(s), the Group invested into certain limited partnerships as a limited partner. The Group has determined that given the design of these limited partnerships, they are considered to be unconsolidated VIEs and the Group is not considered to be the primary beneficiary, as further described below.

 

During the years ended December 31, 2017, 2018 and 2019, the limited partnerships were either involved in or invested by the Group for the purpose of the Sales Commitment Arrangements as a fund provider, details of which are disclosed in note 12(3) below. Under these arrangements, an initial deposit is required to be paid to the real estate developers prior to the commencement of the exclusive sales period. The limited partnerships are designed such that the investors (including the Group) would make their respective initial equity capital payments based on the initial deposit requirements. The investors are committed to provide additional capital funding in several tranches based on a funding schedule prepared taking into account of the forecast sale plan and actual progress of properties sales throughout the exclusive sale period.

 

The Group has determined that the total equity investment at risk of these limited partnerships is limited to the capital injected in these limited partnerships and does not include the commitments of the partners to contribute additional equity as the funding commitments are not reported as equity in the balance sheet of the limited partnerships. Capital investments of the partners are the only source of funding of these limited partnerships. In addition, the amount of paid-up capital at inception is limited to the funding requirements for the initial stage of the project. The Group has determined that the limited partnerships are VIEs as their total equity investments at risk are not considered to be sufficient to permit the limited partnerships to finance their activities without additional subordinated financial support.

 

To determine whether the Group is the primary beneficiary of these limited partnerships, the Group has evaluated whether it has both (i) the power to direct the activities of the limited partnerships that most significantly impact their economic performance; and (ii) the obligation to absorb losses of, or the right to receive benefits from, the limited partnerships that could potentially be significant to these entities.

 

F-47


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Group determined that the activities that most significantly impact the economic performance of the limited partnerships include: (i) selecting real estate projects, (ii) negotiating the terms of sale commitment arrangement, (iii) monitoring the progress of property sales and (iv) for the limited partnerships under Non-Group Commitment Arrangements as described in note 12(3), managing the disposal of unsold properties, if any, at the end of the sales period that the limited partnerships are required to purchase from the property developer.

 

Based on these activities that the Group considered to be most significant, the Group evaluated who has the power to direct them beginning with an assessment of the parties involved in the ownership and governance structure of these limited partnerships. In this regard, each of the limited partnerships is sponsored by an investor that is unrelated to the Group. The investments of the sponsoring investor in the limited partnerships are generally in the form of both limited partnership interest and general partnership interest, with these partnership interests being held by two or more of the sponsoring investor’s controlled subsidiaries. Under the limited partnership agreement, the general partner has the ability to make key management decisions for the limited partnership. In addition, the Group does not have any kick-out right or the unilateral ability to exercise any substantive participating rights. Accordingly, the Group has determined that the power to direct the activities that most significantly impact the economic performance rests with the general partner and the other limited partners that are all under the common control of the sponsoring investor.

 

The Group’s obligation to absorb losses of, or the right to receive benefits from, the limited partnerships are limited to its committed capital investments or its rights to receive sharing of profit from the limited partnerships based on its proportionate share of the capital contributions.

 

Based on the analysis above, as the Group does not have the power to direct the activities of limited partnerships that most significantly impact their economic performance, the Group has concluded it is not the primary beneficiary of the limited partnerships established in connection with the Sales Commitment Arrangements. The Group determined that it has significant influence over these limited partnerships and therefore has accounted for its investments under the equity method.

 

F-48


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Group considers, as a limited partner, that its maximum exposures to the losses from the limited partnerships are the maximum loss that could potentially be recorded through earnings in future periods as a result of its investments and other variable interests in the limited partnerships, regardless of the probability of the losses actually occurring. The Group’s maximum exposures to the losses from the limited partnerships as of December 31, 2018 and 2019 are set out below, which represent the aggregated amounts of the carrying amounts of the investments in limited partnerships and the maximum amount of additional capital commitments as stipulated in the respective partnership deeds. The Group does not have any other obligation or commitment to provide any guarantee, loan or other financial support to the limited partnerships.

 

 

 

Aggregated
carrying amount
of the limited
partnerships

 

Maximum
amount of
additional
capital
commitment
(Note 19(b))

 

Maximum
exposures to the
losses of the
limited
partnerships

 

 

 

RMB

 

RMB

 

RMB

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2018

 

341,826

 

616,891

 

958,717

 

Balance as of December 31, 2019

 

574,929

 

502,661

 

1,077,590

 

 

The following limited partnerships were either involved in or invested by the Group for the purpose of the Sales Commitment Arrangements as a fund provider, details of which are disclosed in note 12(3) below. The Group’s effective interests to the limited partnerships as of December 31, 2018 and 2019 are as below:

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

Name of the limited partnerships

 

 

 

 

 

Shanghai Gefei Chengyun Investment Center Limited Partnership (“Gefei Chengyun”)

 

20

%

20

%

Ningbo Meishan Jiushen Investment Limited Partnership (“Jiushen”)

 

10

%

10

%

Ningbo Meishan Jiuchang Investment Limited Partnership (“Jiuchang”)

 

49.95

%

 

Tibet Shiguan Business Management Limited Partnership (“Shiguan”)

 

27.6

%

27.6

%

Ningbo Meishan Jiuchuan Investment Limited Partnership (“Jiuchuan”)

 

10

%

10

%

Ningbo Meishan Decheng Investment Limited Partnership (“Decheng”)

 

2

%

2

%

Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshutianye”)

 

26

%

26

%

Yiwu Longshu Qianli Investment Management Limited Partnership (“Longshuqianli”)

 

16

%

 

Ningbo Meishan Jiuyi Investment Limited Partnership (“Jiuyi”)

 

20

%

20

%

Ningbo Meishan Jiuyu Investment Limited Partnership (“Jiuyu”)

 

20

%

 

Ningbo Meishan Jiuzhen Investment Limited Partnership (“Jiuzhen”)

 

20

%

20

%

Ningbo Meishan Yunde Investment Limited Partnership (“Yunde”)

 

20

%

20

%

Ningbo Meishan Deyan Investment Limited Partnership (“Deyan”)

 

20

%

20

%

Ningbo Meishan Detong Investment Limited Partnership (“Detong”)

 

 

40

%

Ningbo Meishan Derong Investment Limited Partnership (“Derong”)

 

 

37

%

Ningbo Meishan Jiushi Investment Limited Partnership (“Jiushi”)

 

 

40

%

Ningbo Meishan Qixing Management Limited Partnership (“Qixing”)

 

 

15.7

%

Shanghai Ruokun Management Limited Partnership (“Ruokun”)

 

 

20

%

Ningbo Meishan Deyu Investment Limited Partnership (“Deyu”)

 

 

40

%

Hangzhou Honggeng Investment Limited Partnership (“Honggeng”)

 

 

20

%

 

F-49


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

During the years ended December 31, 2017, 2018 and 2019, the Group made additional investments into these limited partnerships and received return of capital from these limited partnerships, details of which are summarized below:

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

Name of the limited
partnerships

 

Capital
Investments

 

Return of
capital

 

Capital
Investments

 

Return of
capital

 

Capital
Investments

 

Return of
capital

 

 

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gefei Wenqin

 

 

16,000

 

 

 

 

 

Gefei Chengyun

 

1,000

 

1,500

 

 

(18,719

)

 

 

Jiushen

 

35,000

 

 

65,000

 

 

17,000

 

(2,200

)

Jiuchang

 

5,000

 

 

 

(2,380

)

 

(2,620

)

Shiguan

 

20,000

 

 

 

 

 

(20,000

)

Jiuchuan

 

 

 

16,687

 

 

 

(5,569

)

Decheng

 

 

 

463

 

 

 

 

Tianye

 

 

 

25,300

 

 

18,455

 

(12,049

)

Qianli

 

 

 

2,807

 

(713

)

 

(2,094

)

Jiuyi

 

 

 

155,333

 

(87,853

)

127,985

 

(169,152

)

Jiuyu

 

 

 

26,000

 

(6,076

)

 

(19,924

)

Jiuzhen

 

 

 

33,000

 

(31,117

)

2,250

 

 

Yunde

 

 

 

50,400

 

 

55,935

 

(64,993

)

Deyan

 

 

 

8,968

 

 

 

(3,968

)

Detong

 

 

 

 

 

31,000

 

(16,184

)

Derong

 

 

 

 

 

55,555

 

(555

)

Jiushi

 

 

 

 

 

185,000

 

(29,250

)

Qixing

 

 

 

 

 

8,752

 

 

Ruokun

 

 

 

 

 

5,000

 

 

Deyu

 

 

 

 

 

70,360

 

(10,000

)

Honggeng

 

 

 

 

 

2,200

 

 

Total

 

61,000

 

17,500

 

383,958

 

(146,858

)

579,492

 

(358,558

)

 

In addition to the above investments in limited partnerships, the Group also invested in following two investments that are accounted for under the equity method.

 

The Group held equity interests of 30% over Shanghai Qinlin Information Technology Co., Ltd (“Qinlin”) as of December 31, 2017. During the year ended December 31, 2018, the Group entered in a sale and purchase agreement with the founder of Qinlin to dispose entire equity interest over Qinlin at consideration of RMB17,000. As of December 31, 2018, the consideration of RMB3,400 was received and the management considered recoverability for remaining balance of consideration was uncertain. The Group recognized the income from disposal of RMB3,400 and recorded a gain on disposal of RMB493 for the year ended December 31, 2018. During the year ended December 31, 2019, the Group further received RMB4,500 which was recognized as other income.

 

F-50


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

As of December 31, 2018 and 2019, the Group held equity interests of 40% over Shanghai Gefei Fangdd Asset Management Ltd. (“Shanghai Gefei Fangdd”). The Group invested RMB4,000 to obtain 40% equity interests over Shanghai Gefei Fangdd upon its establishment during the year end December 31, 2016. Shanghai Gefei Fangdd’s principal activities were assets management business and had not commenced operation as of December 31, 2019. The Group determined no impairment of the equity method investment as of December 31, 2018 and 2019.

 

Summary combined unaudited financial information for these equity method investees as of and for the year ended December 31, 2018 and 2019 are presented below:

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Balance sheet data:

 

 

 

 

 

Current assets

 

1,615,143

 

1,423,869

 

Non-current assets

 

327,355

 

514,215

 

Total assets

 

1,942,498

 

1,938,084

 

Current liabilities

 

366,398

 

711,188

 

Total liabilities

 

366,398

 

711,188

 

Equity

 

1,576,100

 

1,226,896

 

Total liabilities and shareholders’ equity

 

1,942,498

 

1,938,084

 

 

 

 

For the year ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Operating data:

 

 

 

 

 

 

 

Revenue

 

66,996

 

224,377

 

124,610

 

Operating income

 

48,507

 

139,025

 

76,502

 

Net income

 

48,253

 

139,025

 

77,384

 

 

F-51


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

9.         Long-term equity investment

 

In accordance with the Capital Injection and Share Transfer Agreement entered between the Group, Chengdu Haofangtong Technology Corporation Limited (“Haofangtong”) and the existing shareholders of Haofangtong dated July 7, 2018, the Group agreed to acquire 26% equity interests of Haofangtong by (1) subscribing 4,029,543 newly issued shares (the “New Share Issuing”), which represents 7% equity interests of Haofangtong, with a consideration of RMB56,000 (2) an option to purchase 10,937,339 shares, representing 19% equity interests of Haofangtong after New Share Issuing, from the existing shareholders for RMB32,000 if Haofangtong and the existing shareholders of Haofangtong fulfill certain conditions under the agreement. Haofangtong’s principle activities are the development and sales of ERP for real estate agents.

 

On September 5, 2018, the Group completed the transaction of subscripting 4,029,543 newly issued shares of Haofangtong. Management has determined that the consideration paid of RMB56,000 represents the cost of (i) 7% equity interests of Haofangtong and (ii) a purchase option in respect of an additional 19% equity interests of Haofangtong from the existing shareholders for RMB32,000. The total consideration paid is allocated to the 7% equity interest and the purchase option, based on the valuation report prepared by an independent valuation firm.

 

The Group has determined that it does not have significant influence in Haofangtong and that there is no readily determinable fair value of Haofangtong’s shares. The investments in the 7% equity interests and the purchase option on additional equity interests are measured at their respective allocated costs, less impairment, with subsequent adjustments for observable price changes.

 

In December 2019, the Group determined that the decline in the fair value of the equity investments in Haofangtong, including the purchase option of additional equity interests, was other than temporary and an impairment loss of RMB16,000 was recorded in the Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2019. The fair value is based on the valuation report prepared by an independent valuation firm.

 

10.  Short-term bank borrowings

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Bank loans

 

395,000

 

490,000

 

 

F-52


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The weighted average interest rates of bank loans as of December 31, 2018 and 2019 are 4.94% and 5.5%, respectively. All bank loans as of December 31, 2018 and 2019 are secured.

 

From February to July 2018, the Group borrowed a one-year short-term loan of total RMB296,000 from China Merchants Bank, at annual interest rate ranging from 4.35% to 5.66%. Placement of cash deposits of US$50,400 (equivalent to RMB345,996) in US$ deposit in China Merchants Bank was provided by a subsidiary of the Group, FDD Network Holding Ltd., as collateral of the borrowings. It was fully repaid during the year ended December 31, 2019.

 

In July 2018, the Group borrowed a loan of RMB49,000 from Bank of China in Shenzhen with a 284-day term at annual interest rate of 4.79%. The short-term investment in wealth management product of RMB49,883 issued by Bank of China in Shenzhen are secured for the loan as collateral of the borrowings (see note 4). It was fully repaid during the year ended December 31, 2019.

 

From July to December 2018, the Group borrowed the loans of RMB50,000 from Bank of China in Shenzhen with a six-month term at annual interest rate of 6.09%. The Group pledged accounts receivable from real estate developers derived from the certain projects with the balance of RMB65,697 as of December 31, 2018 as security for the loans (see note 5). It was fully repaid during the year ended December 31, 2019.

 

In June 2019, Shenzhen Fangdd Network Technology Ltd. borrowed an 11-month loan of RMB50,000 from China Merchants Bank in Shenzhen, at annual interest rate of 4.35%. Placement of cash deposits of US$8,000 (equivalent to RMB55,810) was provided by Fangdd Network Holding Ltd. as collateral of the borrowings.

 

In June 2019, Shenzhen Fangdd Network Technology Ltd borrowed one-year loans of RMB50,000 RMB from Bank of Shanghai in Shenzhen, at annual interest rate of 4.35%. Placement of cash deposits of US$7,750 (equivalent to RMB54,065) with the bank was provided Fangdd Network Holding Ltd. as collateral of the borrowings.

 

In June 2019, Shenzhen Fangdd Network Technology Ltd borrowed one-year loans of RMB100,000 RMB from Agriculture Bank of China in Shenzhen, at annual interest rate of 4.35%. Placement of cash deposits of US$17,100 (equivalent to RMB119,293) with the bank was provided Fangdd Network Holding Ltd. as collateral of the borrowings.

 

From May to December, 2019, the Group borrowed one-year short-term loans of total RMB30,000 from Bank of Shanghai, at annual interest rate of 6.09%. The Group pledged certain accounts receivable from real estate developers derived from the certain projects with balance of RMB37,970 for a line of credit of RMB100,000 for the period from April 2019 to March 2020,

 

F-53


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

During the year ended December 31, 2019, the Group obtained 6-month loans of total RMB80,000 from Bank of China, at annual interest rate ranging from 5% to 6%. The Group pledged a series of accounts receivable from real estate developers derived from the certain projects with the balance of RMB92,452 as of December 31, 2019 as security for the loans.

 

In December, 2019, Agriculture Bank of China provided the Group with a one-year loan of RMB25,000, at an annual interest rate of 5%. Shenzhen Fangdd Network Technology Ltd. pledged accounts receivable from real estate developers derived from the certain projects with balance of RMB58,049.

 

In December 2019, the Group borrowed 6-month loans of total RMB20,000 from Bank of Hangzhou, all at annual interest rate of 6.09%. The Group pledged a series of accounts receivable from real estate developers derived from the certain projects with the balance of RMB51,128. The Group also obtained a one-year loan of RMB20,000 from China Construction Bank in August 2019, at an annual interest rate of 5.655%.

 

In 2019, China Zheshang Bank Co., Ltd. provided the Group with one-year loans of total RMB30,000, at an annual interest rate of 6.09%. Shenzhen Fangdd Network Technology Ltd. pledged accounts receivable from real estate developers derived from certain projects with balance of RMB23,951.

 

From October 2019 to July 2020, Shanghai Fangdd Network Technology Ltd. obtained loans of total RMB85,000 from Zhejiang Chouzhou Commercial Bank at annual interest rate of 7.8%. The loans are secured by real estate properties of a company owned by one of the founder’s spouse, Suzhou Chaxiaobai Culture & Media Co., Ltd and one of the Company’s equity method investment, Jiushi, as collateral of the borrowings (see note 20).

 

The loan agreements with China Merchants Bank, Agriculture Bank of China, Zhejiang Chouzhou Commercial Bank, China Construction Bank and Bank of China contain certain financial and non-financial covenants. As of December 31, 2018 and 2019, the Group is in compliance with the covenants.

 

11.  Customers’ refundable fees

 

 

 

As of December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Balance at beginning of year

 

76,625

 

58,878

 

41,697

 

Cash received from customers

 

797,529

 

554,539

 

409,781

 

Cash refunded to customers

 

(160,653

)

(36,136

)

(85,227

)

Revenue recognized

 

(654,623

)

(535,584

)

(321,335

)

Balance at end of year

 

58,878

 

41,697

 

44,916

 

 

Customers’ refundable fees represent the commission income received in advance (see note 2(s)).

 

12.  Accrued expenses and other payables

 

 

 

 

 

As of December 31,

 

 

 

 

 

2018

 

2019

 

 

 

 

 

RMB

 

RMB

 

Accrual for salary and bonus

 

 

 

52,188

 

36,632

 

Other taxes and surcharge payable

 

 

 

37,166

 

36,448

 

Down payments collected on behalf of secondary property sellers

 

(1

)

4,727

 

301

 

Amounts due to franchisees

 

(2

)

22,430

 

14,278

 

Amounts due to third party under collaborative agreements

 

(3

)

14,050

 

 

Amounts due to equity method investees under collaborative agreements

 

(3

)

34,714

 

 

Professional service fee

 

 

 

7,541

 

10,550

 

Others

 

 

 

252,654

 

240,417

 

Accrued expenses and other payables

 

 

 

425,470

 

338,626

 

 


(1)         These amounts were held on behalf of home purchasers in respect of their down payments made for secondary property transactions of which legal title transfer from property sellers had not yet been completed. (see note 2(h)(ii))

 

(2)         The Group entered into franchise agreements with certain real estate agency companies which are granted with the right to use the Group’s brands, access of listings in the Group’s platform and other resources. These amounts as of December 31, 2018 and 2019 represent the commission received on behalf of the real estate agency companies and guarantee deposits.

 

(3)         For those exclusive sales contracts with Sales Commitment Arrangements as described in note 2(l), the Group either enters into Self-Commitment Arrangements with the real estate developers directly or enters into Non-Group Commitment Arrangements under tri-party agreements with the real estate developers and the Group’s equity method investees. Under both of these arrangements, the Group is responsible to render the properties sales services as specified in the exclusive sales contracts.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

For Self-Commitment Arrangements, the Group is required under the project sales contracts to advance the deposits and purchase any unsold properties at the Base Transaction Price at the end of exclusive sales period. The Group would either finance the entire deposits with its own fund or by entering into separate collaborative agreements with certain funds providers (the “Self-Commitment Collaborative Agreements”) that, are either independent third parties or the Group’s equity method investees, to fully or partially fund the deposits required. The funds providers provide the Group with the funds required and requested the funds to be designated for use in a specific Self-Commitment Arrangement. Pursuant to the Self-Commitment Collaborative Agreements, the Group is required to share with the funds provider a portion of the Base Commission Income and any Sales Incentive Income earned, based on the agreed profit sharing arrangements. However, the Group does not commit or guarantee them any minimum return. Also, there is no limit on the reward that accrues to either the Group or the funds providers. The amounts of profit shared with the funds providers under the Self-Commitment Collaborative Agreements are recorded in “Cost of revenue” in the Consolidated Statements of Comprehensive Income (Loss). The funds provided by these independent third parties or equity method investees to the Company to fulfil the deposits requirement under the Self-Commitment Arrangements are recorded as “Amounts due to third parties under collaborative agreements” or “Amounts due to equity method investees under collaborative agreements”. The deposits paid by the Group to the property developers, either using entirely its own funds or combining its own funds with funds provided by funds providers, are recorded as “Deposits with real estate developers” on the Consolidated Balance Sheets. The Group has not entered into any Self-Commitment Arrangements with real estate developers from 2018 onwards, all amounts due to third parties and equity method investees under collaboration agreements were fully repaid during the year ended December 2018.

 

For Non-Group Commitment Arrangements, the equity method investees of the Group are obliged to pay the deposits required directly to the real estate developers and subject to the commitment to purchase any unsold properties at the Base Transaction Price at the end of exclusive sales period. No payable to the equity method investees or deposits with real estate developers were recorded on the Consolidated Balance Sheets in respect of the deposits payments or refund transactions directly made by the funds providers to property developers, as the Group is not the obligator for such deposit payments or the purchase commitment regarding the unsold properties. The Group would enter into separate collaborative agreements (the “Non-Group Collaborative Agreements”) to set out the basis of sharing of the Base Commission Income and any Sales Incentive Income earned, with the equity method investees under the Non-Group Commitment Arrangements. And the Group does not commit or guarantee them any minimum return. Also, there is no limit on the reward that accrues to either the Group or these equity method investees.

 

F-55


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Under certain Non-Group Commitment Arrangements entered into amongst the Group, the equity method investees and real estate developers in 2019, the equity method investee (i.e. fund provider) has the option to withdraw from the arrangement by paying a penalty to the real estate developer at any time during the term of the arrangement. The withdrawal penalty is based on either not more than 10% of the total Based Transaction Price of all properties or not more than 10% of the Based Transaction Price of the unsold properties at the withdrawal date. The Group is not responsible for the penalty payment.  Upon the withdrawal by the fund provider, the Non-Group Commitment Arrangement would be terminated and the Group would cease to have the right of exclusive sales.  The withdrawal option of the fund provider is included in all outstanding Non-Group Commitment Arrangements as of December 31, 2019.  There was no such withdrawal of the fund provider during the year ended December 31, 2019.

 

Although the Group is responsible to design and execute the overall sales plan as well as managing and directing its Registered Agents to facilitate the property transactions, the equity method investees do not simply provide financial resources but also participate in these processes through joint evaluation with the Group about the marketability of the specified properties and their pricing strategy. The Non-Group Collaborative Arrangements are accounted for under ASC 808 with costs incurred and revenue generated by the Group and the equity method investees reported in their respective Consolidated Statements of Comprehensive Income (Loss). Revenue earned from the real estate developer for property sales contracts with Non-Group Collaborative Agreements simultaneously entered with equity method investees are presented on a gross basis with the Base Commission Income and Sales Incentive Income recognized as “Revenue” and the amounts of profit shared with equity method investees recorded in “Cost of Revenue” in the Consolidated Statements of Comprehensive Income (Loss) as the Group is deemed to be the principal under these arrangements.

 

During the years ended December 31, 2018 and 2019, the Group earned Base Commission Income of RMB182,358 and RMB166,265 and Sales Incentive Income of RMB164,621 and RMB25,584 for those exclusive sales contracts with Sales Commitment Arrangements, respectively. Included in the total income earned from these Sales Commitment Arrangements during the years ended December 31, 2018 and 2019 was an amount of RMB260,235 and RMB191,849, respectively, that were related to Sales Commitment Arrangements with either Self-Commitment or Non-Group Collaborative Agreements, pursuant to which the Group shared RMB55,081 and RMB76,525 with the funds providers (including the Group’s equity method investees).

 

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Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

13.  Taxation

 

a)             Income tax

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

 

Hong Kong

 

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. A two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the subsidiary to the Company is not subject to withholding tax in Hong Kong.

 

PRC

 

Under the Enterprise Income Tax Law (“EIT Law”) in the PRC, domestic companies are subject to EIT at a uniform rate of 25%.  The Company’s PRC subsidiaries, VIE and VIE’s subsidiaries are subject to the statutory income tax rate at 25% unless otherwise specified. On October 31, 2017, Shenzhen Fangdd obtained a certificate from the Guangdong provincial government for a High and New Technology Enterprise (“HNTE”) qualification. This certificate entitled Shenzhen Fangdd to enjoy a preferential income tax rate of 15% for a period of three years from 2017 to 2019 if all the criteria for HNTE status could be satisfied in the relevant year.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Under the EIT Law and its implementation rules, an enterprise established outside China with a “place of effective management” within China is considered a China resident enterprise for Chinese enterprise income tax purposes. A China resident enterprise is generally subject to certain Chinese tax reporting obligations and a uniform 25% enterprise income tax rate on its worldwide income. The implementation rules to the New EIT Law provide that non-resident legal entities are considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside the PRC should be treated as residents for 2008 EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC are deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%. Dividends paid to non-PRC-resident corporate investor from profits earned by the PRC subsidiaries after January 1, 2008 would be subject to a withholding tax. The EIT law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its non-PRC-resident corporate investor for earnings generated beginning on January 1, 2008. Due to the plan to indefinitely reinvest its earnings in the PRC, the Company has not provided for deferred tax liabilities on undistributed earnings of RMB8,557 and RMB8,909 as of December 31, 2018 and 2019, respectively.

 

Income (loss) before provision for income taxes is attributable to the following geographic locations for the years ended December 31:

 

 

 

As of December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Cayman

 

(2,479

)

(74

)

13,620

 

Hong Kong SAR

 

(134

)

7,042

 

(2,490

)

BVI

 

(1

)

(18

)

(2

)

PRC, excluding Hong Kong SAR

 

5,629

 

101,509

 

(517,749

)

 

 

3,015

 

108,459

 

(506,621

)

 

F-58


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Group had minimal current income tax expense for the years ended December 31, 2017, 2018 and 2019, as the majority of the companies in the Group either made a loss or had tax loss carry forwards to net against taxable income in the respective years.

 

Income tax expense consists of the following:

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Current income tax expense

 

3,277

 

6,540

 

2,588

 

Deferred income tax (benefit)

 

(911

)

(2,107

)

1,178

 

 

 

2,366

 

4,433

 

3,766

 

 

The actual income tax expense reported in the Consolidated Statements of Comprehensive Income (Loss) for each of the years ended December 31 2017, 2018 and 2019 differs from the amount computed by applying the PRC statutory income tax rate of 25% to income before income taxes due to the following:

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Income/(loss) before tax

 

3,015

 

108,459

 

(506,621

)

Income tax computed at PRC statutory tax rate

 

754

 

27,115

 

(126,655

)

Tax rate differential not subject to PRC income tax

 

631

 

(576

)

(3,193

)

Non-deductible expense

 

4,147

 

2,245

 

151,990

 

Effect of preferential tax rate (Note*)

 

(3,102

)

(5,153

)

47,979

 

Change in valuation allowance

 

3,348

 

(8,651

)

(56,920

)

Additional deduction for research and development expenses

 

(3,412

)

(8,732

)

(9,700

)

Tax-exempted income

 

 

(2,306

)

(1,440

)

Late payment surcharge on uncertain tax position

 

 

544

 

1,321

 

Other

 

 

(53

)

384

 

 

 

2,366

 

4,433

 

3,766

 

 


Note* Shenzhen Fangdd enjoys a preferential income tax rate of 15% from 2014 to 2019 if all the criteria for HNTE status could be satisfied in the relevant year. Please refer to Note 13 — a) PRC section for details. Shenzhen Fangdd will renew the HNTE status in 2020 and believes that it will obtain the HNTE status for an additional period of 3 years from 2020 to 2022.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

b)             Deferred tax assets and liabilities

 

The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities as of December 31, 2018 and 2019 are as follows:

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Net operating loss carry forward

 

142,793

 

71,588

 

Allowance for doubtful accounts

 

17,208

 

27,229

 

Payroll and accrued expenses

 

2,148

 

2,898

 

Deductible advertisement expenses

 

158

 

94

 

Long-term equity investment impairment

 

 

2,400

 

Total deferred tax assets

 

162,307

 

104,209

 

Less: Valuation allowance

 

(153,840

)

(96,920

)

Deferred tax assets

 

8,467

 

7,289

 

 

The movements of the valuation allowance are as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Balance at the beginning of the year

 

(159,143

)

(162,491

)

(153,840

)

Changes of valuation allowances

 

(3,348

)

8,651

 

56,920

 

Balance at the end of the year

 

(162,491

)

(153,840

)

(96,920

)

 

F-60


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Management believes it is more likely than not that the deferred tax asset, net of the valuation allowance as of December 31, 2018 and 2019, will be realized. However, the amount of the deferred tax assets considered realizable could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. As of December 31, 2019, the valuation allowance of RMB96,920 was related to the deferred income tax asset of certain subsidiaries of the Company. These entities were in a cumulative loss position, which is a significant negative indicator to overcome that sufficient income will be generated over the periods in which the deferred income tax assets are deductible or utilized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilized. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

 

The net operating losses carry forwards of the Company’s PRC subsidiaries amounted to RMB284,029 as of December 31, 2019, of which RMB4,053, RMB73,599, RMB152,419, RMB45,659 and RMB8,299 will expire if unused by December 31, 2020, 2021, 2022, 2023 and 2024, respectively.

 

A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2017, 2018 and 2019 is as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Beginning balance

 

(812

)

(3,697

)

(12,646

)

(Additions)/deduction

 

(2,885

)

(8,949

)

736

 

Ending balance

 

(3,697

)

(12,646

)

(11,910

)

 

RMB12,646 and RMB11,910 of unrecognized tax benefits as of December 31, 2018 and 2019 are related to uncertainty with regards to the deductibility of certain business expenses incurred as well as recognition of certain income for tax purpose. Those, if recognized, would affect the effective tax rate. The unrecognized tax benefits as of December 31, 2018 and 2019 were included in other non-current liabilities. The Company is currently unable to provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months. The accrued interest and penalties were recognized in the Consolidated Statements of Comprehensive Income (Loss) as components of income tax expense.

 

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years for tax underpayment due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances where the underpayment of taxes is more than RMB100. In the case of transfer pricing issues, the statute of limitations is 10 years. There is no statute of limitations for tax evasions.

 

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Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

14.  Redeemable Convertible Preferred Shares

 

All of the Redeemable Convertible Preferred Shares were converted to Class A ordinary shares immediately upon the completion of the Company’s initial public offering on November 1, 2019.

 

Redeemable Convertible Preferred Shares consist of the following:

 

 

 

Series A-2
Preferred
Shares

 

Series B
Preferred
Shares

 

Series C
Preferred
Shares

 

Total

 

Balance as of January 1, 2017

 

88,300

 

384,068

 

1,805,678

 

2,278,046

 

Redemption value accretion

 

7,250

 

31,532

 

189,686

 

228,468

 

Foreign currency translation adjustment

 

(5,736

)

(24,949

)

(118,750

)

(149,435

)

Balance as of December 31, 2017

 

89,814

 

390,651

 

1,876,614

 

2,357,079

 

 

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

7,735

 

33,646

 

206,805

 

248,186

 

Foreign currency translation adjustment

 

5,194

 

22,592

 

110,093

 

137,879

 

Balance as of December 31, 2018

 

102,743

 

446,889

 

2,193,512

 

2,743,144

 

 

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

3,041

 

15,642

 

97,625

 

116,308

 

Foreign currency translation adjustment

 

2,747

 

11,870

 

59,017

 

73,634

 

Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares

 

(108,531

)

(474,401

)

(2,350,154

)

(2,933,086

)

Balance as of December 31, 2019

 

 

 

 

 

 

F-62


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

Since the date of incorporation, the Company has completed four rounds of financing by issuing preferred shares, namely, Series A-1 and A-2 preferred shares issued in 2013 (the Series A-1 preferred shares and Series A-2 preferred shares are collectively referred as “Series A preferred shares”), Series B preferred shares issued in 2014, and Series C preferred shares issued in 2015. Series A-1 preferred shares are non-redeemable convertible preferred shares while the other series preferred shares are redeemable and convertible.

 

On October 25, 2013, the Company entered into a share purchase agreement with the Series A Investors and pursuant to which, the Company issued 259,257,900 shares of Series A preferred shares, of which 111,110,000 series A-1 preferred shares were issued at par value and 148,147,900 series A-2 preferred shares were issued at a price of US$0.07 per share with total consideration of US$9,830 (equivalent to approximately RMB58,980) (see note 16 for the detail of Series A-1 preferred shares). The issuance of the Series A preferred shares was completed in 2013.

 

On June 12, 2014, the Company entered into a share purchase agreement with the Series B Investors and pursuant to which, the Company issued 177,834,496 shares of Series B preferred shares at a price of US$0.25 per share with total consideration of US$45,000 (equivalent to approximately RMB276,764). The issuance of the Series B preferred shares was completed in 2014.

 

On June 30, 2015, the Company entered into a share purchase agreement with the Series C Investors and pursuant to which, the Company issued 286,959,017 shares of Series C preferred shares at a price of US$0.78 per share with total consideration of US$223,000 (equivalent to approximately RMB1,364,046). The issuance of the Series C preferred shares was completed in 2015. Pursuant to the agreement with Series C Investor, the Company repurchased on 29,596,670 ordinary shares with consideration of US$ 23,000 (equivalent to approximately RMB140,612), and 9,007,682 Series A-1 preferred shares with consideration of US$ 7,000 (equivalent to approximately RMB42,000).

 

On October 8, 2019, the Company granted an option to acquire 172,908,894 Class A ordinary shares at par value to its Series C preferred shareholder, Greyhound Investment Ltd., in exchange for, among other things, the shareholder’s consent to amend the qualified IPO definition in the Company’s shareholders’ agreement and articles of association to authorize the offering the Company then contemplated. The option granted to Greyhound Investment Ltd. is exercisable on the earlier of (i) 61 calendar days after the completion of the offering, and (ii) February 14, 2020. During the year ended December 31, 2019, the fair value of the option granted to Greyhound Investment Ltd. On October 8, 2019 of RMB642,174 was recorded as a deemed dividend. Greyhound Investment Ltd. exercised the option on January 7, 2020.

 

F-63


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Company has classified the Series A-2 Preferred Shares, Series B Preferred Shares and Series C Preferred Shares as mezzanine equity in the Consolidated Balance Sheets since they are contingently redeemable at the option of the holders after a specified time period.

 

The Company has determined that conversion and redemption features embedded in the Redeemable Preferred Shares are not required to be bifurcated and accounted for as a derivative, as the economic characteristics and risks of the embedded conversion and redemption features are clearly and closely related to that of the Preferred Shares. The Preferred Shares are not readily convertible into cash as there is not a market mechanism in place for trading of the Company’s shares.

 

The Company has determined that there was no beneficial conversion feature attributable to any of the Preferred Shares because the initial effective conversion prices of these Preferred Shares were higher than the fair value of the Company’s ordinary shares at the relevant commitment dates.

 

In addition, the carrying values of the Preferred Shares are accreted from the share issuance dates to the redemption value on the earliest redemption dates. The accretions are recorded against retained earnings, or in the absence of retained earnings, additional charges are recorded by increasing the accumulated deficit.

 

The rights, preferences and privileges of the Preferred Shares are as follows:

 

Redemption Rights

 

At any time on or after June 12, 2019 if there is no Qualified Initial Public Offering (‘‘Qualified IPO’’), each of the holders of a majority of the then outstanding Series A-2 Preferred Shares and Series B Preferred Shares may request a redemption of the Preferred Shares of such series.

 

At any time after the earlier of (a) the fifth anniversary of the commitment date of the series C preferred shares purchase agreement (“Closing Date”) (if there is no Qualified IPO) or (b) any redemption initiated by the holders of Series A-2 Shares or Series B Shares pursuant to above, each of the holders of a majority of the then outstanding Series C Preferred Shares may request a redemption of the Preferred Shares of such series.

 

The price at which each Preferred Share shall be redeemed equal to 150% of its Original Issue Price, plus any dividend which have been declared (but which remain unpaid) in respect of the Preferred Shares, as adjusted for share split, share dividends, combination, recapitalizations and similar events with respect to each series.

 

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Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The Company accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of the Preferred Shares using effective interest method. Changes in the redemption value are considered to be changes in accounting estimates.

 

Conversion Rights

 

Each Preferred Share is convertible, at the option of the holder, at any time after the date of issuance of such Preferred Shares according to a conversion ratio, subject to adjustments for dilution, including but not limited to stock splits, stock dividends and capitalization and certain other events. Each Preferred Share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. The conversion price of each Preferred Share is the same as its original issuance price and no adjustments to conversion price have occurred. At December 31, 2016, 2017 and 2018, each Preferred Share is convertible into one ordinary share.

 

Each Preferred Share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price upon (i) closing of a Qualified Initial Public Offering (‘‘Qualified IPO’’) or (ii) each Series B Preferred Share shall automatically be converted into Ordinary Shares upon the affirmative written consent of the holders of 75% or more of then outstanding Series B Preferred Shares.

 

Voting Rights

 

Each Preferred Share shall be entitled to that number of votes corresponding to the number of ordinary shares on an as-converted basis. Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series with respect to certain specified matters. Otherwise, the holders of Preferred Shares and ordinary shares shall vote together as a single class.

 

Dividend Rights

 

No dividends shall be declared or paid on the Ordinary Shares, Series A Preferred Shares and the Series B Shares unless and until a dividend in like amount is paid at the same time on each outstanding Series C Preferred Share calculated on an as-converted basis.

 

No dividends shall be declared or paid on the Ordinary Shares and Series A Preferred Shares unless and until a dividend in like amount is paid at the same time on each outstanding Series B Preferred Share (calculated on an as-converted basis).

 

Liquidation Preferences

 

In the event of any liquidation including deemed liquidation, dissolution or winding up of the Company, holders of the Preferred Shares shall be entitled to receive a per share amount equal to 150% of the original preferred share issue price of the respective series of Preferred Shares, as adjusted for share dividends, share splits, combinations, recapitalizations or similar events, plus all accrued and declared but unpaid dividends thereon, in the sequence of Series C Preferred Shares, Series B Preferred Shares, Series A-2 Preferred Shares and Series A-1 Preferred Shares. After such liquidation amounts have been paid in full, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares, on an as-converted basis, together with the holders of the ordinary shares.

 

F-65


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The modifications of the rights, preferences and privileges of the Preferred Shares are not considered substantial, and are thus accounted for as a modification rather than an extinguishment of the Preferred Shares. Where there is a transfer of value between ordinary shareholders and Preferred Shares holders as a result of such modifications, the transfer of value is accounted for as deemed dividends, recorded as additions/reductions in accumulated deficit and reductions/additions in the Preferred Shares carrying amounts.

 

15.  Ordinary shares and Series A-1 Convertible Preferred Shares

 

Ordinary shares

 

Upon incorporation in 2013, the Company’s authorized ordinary shares were 2,000,000,000 shares with a par value of US$0.0000001 each and issued 975,308,700 ordinary shares at par value. The number of authorized ordinary shares was increased from 2,000,000,000 to 2,275,948,587 as of December 31, 2018 after the issuance of Series A-1, A-2, B and C Preferred Shares.

 

Immediately prior to the completion of Company’s initial public offering on November 1, 2019, its authorized share capital was changed to US$500 divided into 5,000,000,000 shares of a par value of US$0.0000001 each, comprising of (i) 3,380,061,942 Class A ordinary shares, (ii) 619,938,058 Class B Ordinary Shares of a par value, and (iii) 1,000,000,000 shares of such class or classes (however designated) as the board of directors may determine in accordance with the amended and restated memorandum and articles of association. 619,938,058 ordinary shares beneficially owned by the Company’s founders, Yi Duan, Xi Zeng and Jiancheng Li were re-designated into Class B ordinary shares on a one-for-one basis and remaining 325,773,972 ordinary shares were re-designated into Class A ordinary shares on a one-for-one basis. All outstanding preferred shares were converted into 715,043,731 Class A ordinary shares.

 

Upon the completion of Company’s initial public offering and exercise of the green shoes options, the Company issued 150,000,000 and 12,504,475 Class A ordinary shares at price of US$0.52 per Class A ordinary share, respectively. The total net proceeds received were US$71,596 (equivalent to approximately RMB498,436).

 

F-66


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

In respect of matters requiring the votes of shareholders, the holders of Class B ordinary shares is entitled to ten votes per share, while the holders of Class A ordinary shares entitle to one vote per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

Series A-1 Convertible Preferred Shares

 

Series A-1 Preferred Shares are not redeemable and are convertible to Ordinary Shares at a 1-to-1 initial conversion ratio at the option of the holder at any time after the date of issuance. The liquidation preference of Series A-1 Preferred Shares is preferable to Ordinary Shares but subordinated to redeemable convertible preferred shares as disclosed in Note 14.

 

On November 1, 2019, all Series A-1 Convertible Preferred Shares were converted to Class A ordinary shares upon the Company’s completion of IPO.

 

16.  Share-Based Compensation

 

On December 21, 2018, the Group adopted the 2018 Share Incentive Plan (“2018 Plan”).

 

Under the 2018 Plan, the Board of Directors has approved that a maximum aggregate number of shares that may be issued pursuant to all awards granted under the 2018 Plan shall be 260,454,163 shares.

 

All stock options granted under the 2018 Plan are not exercisable until the consummation of the Group’s IPO and certain of the option granted to employees are required to render service to the Group in accordance with a stipulated service schedule under which an employee earns an entitlement to vest in 30% of his option grants at the end of each of the first two years and 40% at the end of the third year of completed service.

 

Prior to the completion of the IPO, the stock options granted to the employees and directors shall be forfeited upon the termination of employment of the employees and directors.

 

F-67


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The following table sets forth the stock options activity for the years ended December 31, 2019:

 

 

 

Number of
shares

 

Weighted
average
exercise
price

 

Weighted
average
remaining
contractual
term

 

Weighted
average
grant date
fair value

 

 

 

 

 

US$

 

 

 

US$

 

Outstanding as of December 31, 2017

 

 

 

 

 

- Grant

 

175,978,312

 

0.0000001

 

5

 

1.38

 

- Forfeited

 

 

 

 

 

Outstanding as of December 31, 2018

 

175,978,312

 

0.0000001

 

4.97

 

1.38

 

- Grant to Employees

 

2,809,000

 

0.0000001

 

4.5

 

1.4

 

- Forfeited

 

(74,243,734

)

0.0000001

 

4.3

 

1.38

 

Outstanding as of December 31, 2019

 

104,543,578

 

0.0000001

 

3.98

 

1.37

 

Exercisable as of December 31, 2019

 

66,176,296

 

0.0000001

 

3.98

 

1.38

 

 

In determining the grant date fair value of the Company’s ordinary shares for purposes of recording share-based compensation in connection with stock options, the Group, with the assistance of an independent valuation firm, evaluated the use of three generally accepted valuation approaches: market, cost and income approaches to estimate our enterprise value. The Group considered the market and cost approaches as inappropriate for valuing the Company’s ordinary shares because no exactly comparable market transaction could be found for the market valuation approach and the cost approach does not directly incorporate information about the economic benefits contributed by our business operations. Consequently, the Group relied solely on the income approach in determining the fair value of the Company’s ordinary shares. This method eliminates the discrepancy in the time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic uncertainties in relation to the Group.

 

F-68


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The income approach involves applying discounted cash flow analysis based on the Group’s projected cash flow using management’s best estimate as of the valuation dates. Estimating future cash flow requires the Group to analyze projected revenue growth, gross margins, operating expense levels, effective tax rates, capital expenditures, working capital requirements, and discount rates. The Group’s projected revenues were based on expected annual growth rates derived from a combination of historical experience and the general trend in this industry. The revenue and cost assumptions used are consistent with our long-term business plan and market conditions in this industry. The Group also has to make complex and subjective judgments regarding its unique business risks, its limited operating history, and future prospects at the time of grant.

 

Options granted to Grantees were measured at fair value on the dates of grant using the Binomial Option Pricing Model with the following assumptions:

 

 

 

2018

 

2019

 

Expected volatility

 

60

%

60

%

Risk-free interest rate (per annum)

 

3.7

%

2.8

%

Exercise multiple

 

2.2

 

2.2

 

Expected dividend yield

 

0

%

0

%

Contractual term (in years)

 

5

 

5

 

 

The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Group’s options. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Group’s options in effect at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of empirical studies on the actual exercise behavior of employees. The expected dividend yield is zero as the Group has never declared or paid any cash dividends on its shares, and the Group does not anticipate any dividend payments in the foreseeable future. The expected term is the contract life of the option.

 

F-69


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

For the Group’s stock options granted, the completion of an IPO is considered to be a performance condition of the awards. An IPO is not considered by management to be probable until it is completed. Under ASC 718, compensation cost should be accrued if it is probable that the performance condition will be achieved. As a result, no compensation expense will be recognized related to these options until the consummation of an IPO, and hence no share-based compensation expense was recognized for the year ended December 31, 2018. For the year ended December 31, 2019, the Company recognized RMB745,873 share-based compensation expenses relating to the 2018 Plan.

 

As of December 31, 2019, RMB150,095 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 1.32 years.

 

17.  Revenue information

 

Revenue consists of the following:

 

 

 

For the year ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

 

 

 

 

 

 

 

 

Base commission from transactions

 

1,652,032

 

2,034,115

 

3,454,957

 

Innovation initiatives and other value-added services

 

146,489

 

248,101

 

144,479

 

 

 

1,798,521

 

2,282,216

 

3,599,436

 

 

As the Group generates substantially all of its revenues from customers domiciled in the PRC, no geographical segments are presented. All of the Group’s long-lived assets are located in the PRC.

 

Innovation initiatives and other value-added services primarily consists of sales incentive income, franchise income, financial services income, loan facilitation services, parking space transaction services and revenue from other value-added services rendered to the Registered Agents and market participants.

 

18.  Loss per share

 

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the periods presented:

 

F-70


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

For the year ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Numerator:

 

 

 

 

 

 

 

Net income (loss)

 

649

 

104,026

 

(510,387

)

Accretion to preferred share redemption value

 

(228,468

)

(248,186

)

(116,308

)

Deemed dividend to preferred shareholder

 

 

 

(642,174

)

Numerator for basic and diluted net loss per share calculation

 

(227,819

)

(144,160

)

(1,268,869

)

Denominator:

 

 

 

 

 

 

 

Weighted average number of ordinary shares

 

945,712,030

 

945,712,030

 

1,087,910,999

 

Denominator for basic and diluted net loss per share calculation

 

945,712,030

 

945,712,030

 

1,087,910,999

 

Net loss per ordinary share

 

 

 

 

 

 

 

—Basic and diluted

 

(0.24

)

(0.15

)

(1.17

)

 

F-71


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

The potentially dilutive securities that have not been included in the calculation of diluted net loss per share as their inclusion would be anti-dilutive are as follows:

 

 

 

As of December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

 

 

 

 

 

 

Series A-1 Preferred Shares

 

102,102,318

 

102,102,318

 

 

Redeemable Convertible Preferred Shares

 

612,941,413

 

612,941,413

 

 

Share options to employees

 

 

175,978,312

 

104,543,578

 

Share options to Series C preferred shareholder

 

 

 

172,908,894

 

Total

 

715,043,731

 

891,022,043

 

277,452,472

 

 

19.  Commitments and Contingencies

 

(a) Operating lease Commitments

 

The Group leases its offices under non-cancelable operating lease agreements. Rental expenses under operating leases included in the Consolidated Statements of Comprehensive Income (Loss) were RMB18,564 and RMB17,878 for the years ended December 31, 2018 and 2019, respectively.

 

As of December 31, 2019, future minimum lease commitments under non-cancelable operating lease agreements, were as follows:

 

 

 

Office and facilities

 

 

 

RMB

 

2020

 

10,189

 

2021

 

6,190

 

2022

 

4,942

 

2023

 

4,807

 

2024

 

722

 

Thereafter

 

115

 

Total

 

26,965

 

 

(b) Capital commitment

 

As a limited partner of those equity method investees disclosed in note 8, the Group is committed to make further capital injection into the limited partnership in accordance with the respective partnership deeds. Such capital investment commitment amounted to RMB616,891 and RMB502,661 as of December 31, 2018 and 2019, respectively.

 

F-72


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

20.  Related Party Balance and Transactions

 

During the years ended December 31, 2017, 2018 and 2019, the Group had the following material related party transactions with its equity method investees and affiliates:

 

 

 

For the year ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Transactions with related parties

 

 

 

 

 

 

 

(1) Base commission income and Sales incentive income shared with related parties under Self-Commitment and Non-Group Collaborative Agreements (see note 12(3))

 

 

 

 

 

 

 

Gefei Wenqin

 

24,656

 

 

 

Gefei Chengyun

 

17,231

 

 

 

Jiushen

 

1,850

 

 

 

Jiufeng

 

9,999

 

 

 

Jiusheng

 

 

16,985

 

261

 

Jiuchuan

 

1,566

 

13,428

 

12,727

 

Jiuyi

 

 

 

10,934

 

Decheng

 

 

585

 

2,957

 

Tianye

 

 

3,673

 

8,836

 

Qianli

 

 

11,189

 

 

Yunde

 

 

 

11,622

 

Detong

 

 

 

3,538

 

Qixing

 

 

 

2,576

 

Jiuzhen

 

 

 

5,074

 

Deyan

 

 

 

15,270

 

 

 

55,302

 

45,860

 

73,795

 

 

Under the respective Non-Group Commitment Agreements, the equity method investees above are parties under tri-party agreements pursuant to which they directly advanced the deposits to the real estate developers for the year ended December 31, 2018 and 2019.

 

F-73


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

For the year ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

(2) Base commission income shared with related party under Exclusive Sales Contracts without Sales Commitment Arrangement

 

 

 

 

 

 

 

Derong

 

 

 

11,414

 

 

 

 

 

11,414

 

 

 

 

 

 

 

 

 

Total

 

55,302

 

45,860

 

85,209

 

 

During the year ended December 31, 2019, Derong entered an Exclusive Sales Contracts which is required to directly advance deposit to the real estate developers while neither the Group nor Derong is required to purchase any unsold unit of properties at the end of the exclusive sales period.

 

During the year ended December 31, 2019, a company owned by one of the founder’s spouse, and one of the Company’s equity method investment, Jiushi, pledged their real estate properties as collateral of the bank borrowings of the Group (see note 10).

 

As further described in note 2(s), during the year ended December 31, 2019, the Group recognized revenue of RMB28,877 related to parking space transaction facilitating services provided to Shenzhen Jinyiyun and the relevant real estate agents. Certain directors and management of the Company are principal shareholders of Shenzhen Jinyiyun.

 

F-74


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Amounts due to related parties

 

 

 

 

 

 

 

 

 

 

 

(1) Payables for income shared under Self-Commitment and Non-Group Collaborative Agreements (see note 12(3))

 

 

 

 

 

Gefei Chengyun

 

11,374

 

10,759

 

Jiushen

 

1,263

 

1,263

 

Jiufeng

 

1,769

 

301

 

Jiusheng

 

19,912

 

2

 

Jiuchuan

 

13,428

 

11,154

 

Jiuyi

 

 

13,190

 

Decheng

 

479

 

3,029

 

Tianye

 

3,673

 

11,382

 

Qianli

 

10,581

 

 

Yunde

 

 

9,730

 

Detong

 

 

3,538

 

Qixing

 

 

2,464

 

Jiuzhen

 

 

2,348

 

Tianlin

 

 

3,219

 

Deyan

 

 

6,893

 

Jiushi

 

 

15

 

 

 

62,479

 

79,287

 

 

 

 

 

 

 

(2) Payables for funds provided under Self-Commitment Collaborative Agreements (see note 12(3))

 

 

 

 

 

 

 

 

 

 

 

Jiusheng

 

34,714

 

 

 

 

34,714

 

 

 

F-75


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

(3) Payables for Base Commission Income shared with related party under Exclusive Sales Contracts without Sales Commitment Arrangement

 

 

 

 

 

Derong

 

 

11,414

 

 

 

 

11,414

 

 

 

 

 

 

 

(4) Other payables

 

 

 

 

 

Amount due to Jiushen

 

 

2,909

 

Amount due to Jiuyi

 

 

6,690

 

Shanghai Chongkai Enterprise Management (LLP) (“Chongkai”)

 

 

5,085

 

 

 

 

14,684

 

 

 

 

 

 

 

Total

 

97,193

 

105,385

 

 

Geifei Wenqin, Jiuchuan, Jiuyi, Decheng, Tianye, Qianli, Yunde, Gefei chengyun, Jiushen, Detong, Derong, Qixing, Jiuzhen, Deyan and Jiushi are equity method investees of the Group.

 

Jiusheng and Jiufeng are subsidiaries of Jiushen.

 

Chongkai is a company owned by two of the founders and certain management of the Group.

 

21.  Subsequent Events

 

The outbreak of a novel coronavirus (COVID-19) since January 2020 has disrupted commercial and economic activities in mainland China. The Group has taken measures to and has resumed operation in an orderly manner. The COVID-19 epidemic is expected to have a negative impact on the Group’s operating result and cashflow in the first quarter of 2020 but will not have a substantial impact on the Group ‘s ability to continue as a going concern.

 

F-76


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

22.  Parent only financial information

 

The following condensed parent company financial information of Fangdd Network Group Ltd., has been prepared using the same accounting policies as set out in the accompanying Consolidated Financial Statements. As of December 31, 2019, 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.

 

F-77


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(a) Condensed Balance Sheets

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

Assets

 

 

 

 

 

Current asset

 

 

 

 

 

Cash and cash equivalents

 

36

 

431,029

 

Total current asset

 

36

 

431,029

 

 

 

 

 

 

 

Non-current asset

 

 

 

 

 

Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries

 

1,197,490

 

2,145,325

 

Total non-current asset

 

1,197,490

 

2,145,325

 

 

 

 

 

 

 

Total assets

 

1,197,526

 

2,576,354

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current liability

 

 

 

 

 

Accrued expenses and other current liabilities

 

20,590

 

29,202

 

Total current liability

 

20,590

 

29,202

 

 

 

 

 

 

 

Total liabilities

 

20,590

 

29,202

 

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

Series A-2 Redeemable Convertible Preferred Shares

 

102,743

 

 

Series B Redeemable Convertible Preferred Shares

 

446,889

 

 

Series C Redeemable Convertible Preferred Shares

 

2,193,512

 

 

Total mezzanine equity

 

2,743,144

 

 

 

F-78


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

 

 

As of December 31,

 

 

 

2018

 

2019

 

 

 

RMB

 

RMB

 

(Deficit) Equity

 

 

 

 

 

Ordinary shares

 

 

 

Class A ordinary shares

 

 

1

 

Class B ordinary shares

 

 

 

Series A-1 Convertible Preferred Shares

 

5,513

 

 

Additional paid-in capital

 

55,052

 

4,880,135

 

Accumulated other comprehensive loss

 

(274,540

)

(368,897

)

Accumulated deficit

 

(1,352,233

)

(1,964,087

)

Total (deficit) equity

 

(1,566,208

)

2,547,152

 

 

 

 

 

 

 

Total liabilities, mezzanine equity and (deficit) equity

 

1,197,526

 

2,576,354

 

 

F-79


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(b) Condensed Statements of Results of Operations

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

General and administrative expenses

 

(2,722

)

(72

)

(881

)

Total operating expenses

 

(2,722

)

(72

)

(881

)

 

 

 

 

 

 

 

 

Loss from operations

 

(2,722

)

(72

)

(881

)

 

 

 

 

 

 

 

 

Equity income of subsidiaries and the VIE and VIE’s subsidiaries

 

54,226

 

22,921

 

147,511

 

Other income:

 

 

 

 

 

 

 

Interest income, net

 

243

 

(2

)

(2

)

Income before income tax

 

51,747

 

22,847

 

146,628

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

Net income

 

51,747

 

22,847

 

146,628

 

 

 

 

 

 

 

 

 

Accretion of Redeemable Convertible Preferred Shares

 

(228,468

)

(248,186

)

(116,308

)

Deemed dividend to preferred shareholder

 

 

 

(642,174

)

Net loss attributable to ordinary shareholders

 

(176,721

)

(225,339

)

(611,854

)

 

F-80


Table of Contents

 

Fangdd Network Group Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

 

(c) Condensed statements of cash flows

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

2018

 

2019

 

 

 

RMB

 

RMB

 

RMB

 

Net cash (used in) provided by operating activities

 

(2,479

)

25

 

(883

)

 

 

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

 

 

 

 

 

Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries

 

(660,531

)

 

(64,295

)

Investment in short-term investments

 

 

 

(380,901

)

Proceeds from redemption of short-term investments

 

 

 

380,901

 

Net cash used in investing activities

 

(660,531

)

 

(64,295

)

 

 

 

 

 

 

 

 

Cash flows provided by financing activities:

 

 

 

 

 

 

 

Proceeds from initial public offering, net of offering cost

 

 

 

498,436

 

Net cash provided by financing activities

 

 

 

498,436

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(18,742

)

1

 

(2,265

)

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(681,752

)

26

 

430,993

 

Cash and cash equivalents at the beginning of the year

 

681,762

 

10

 

36

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the year

 

10

 

36

 

431,029

 

 

F-81


Exhibit 12.1

 

Certification by the Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Yi Duan, certify that:

 

1.                                      I have reviewed this annual report on Form 20-F of Fangdd Network Group Ltd. (the “Company”);

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.                                      The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

 

(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 [intentionally omitted]

 

(c)                                  Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.                                      The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: May 12, 2020

 

By:

/s/ Yi Duan

 

Name:

Yi Duan

 

Title:

Co-Chief Executive Officer

 

 


Exhibit 12.2

 

Certification by the Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Jiaorong Pan, certify that:

 

1.                                      I have reviewed this annual report on Form 20-F of Fangdd Network Group Ltd. (the “Company”);

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.                                      The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

 

(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 [intentionally omitted]

 

(c)                                  Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.                                      The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: May 12, 2020

 

By:

/s/ Jiaorong Pan

 

Name:

Jiaorong Pan

 

Title:

Chief Financial Officer

 

 


v3.20.1
Ordinary shares and Series A-1 Convertible Preferred Shares
12 Months Ended
Dec. 31, 2019
Ordinary shares and Series A-1 Convertible Preferred Shares  
Ordinary shares and Series A-1 Convertible Preferred Shares

15.    Ordinary shares and Series A‑1 Convertible Preferred Shares

Ordinary shares

Upon incorporation in 2013, the Company’s authorized ordinary shares were 2,000,000,000 shares with a par value of US$0.0000001 each and issued 975,308,700 ordinary shares at par value. The number of authorized ordinary shares was increased from 2,000,000,000 to 2,275,948,587 as of December 31, 2018 after the issuance of Series A-1, A-2, B and C Preferred Shares.

Immediately prior to the completion of Company’s initial public offering on November 1, 2019, its authorized share capital was changed to US$500 divided into 5,000,000,000 shares of a par value of US$0.0000001 each,comprising of (i) 3,380,061,942 Class A ordinary shares, (ii) 619,938,058 Class B Ordinary Shares of a par value, and (iii) 1,000,000,000 shares of such class or classes (however designated) as the board of directors may determine in accordance with the amended and restated memorandum and articles of association. 619,938,058 ordinary shares beneficially owned by the Company’s founders, Yi Duan, Xi Zeng and Jiancheng Li were re-designated into Class B ordinary shares on a one-for-one basis and remaining 325,773,972 ordinary shares were re-designated into Class A ordinary shares on a one-for-one basis. All outstanding preferred shares were converted into 715,043,731 Class A ordinary shares.

Upon the completion of Company’s initial public offering and exercise of the green shoes options, the Company issued 150,000,000 and 12,504,475 Class A ordinary shares at price of US$0.52 per Class A ordinary share, respectively. The total net proceeds received were US$71,596 (equivalent to approximately RMB498,436).

In respect of matters requiring the votes of shareholders, the holders of Class B ordinary shares is entitled to ten votes per share, while the holders of Class A ordinary shares entitle to one vote per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Series A‑1 Convertible Preferred Shares

Series A‑1 Preferred Shares are not redeemable and are convertible to Ordinary Shares at a 1‑to‑1 initial conversion ratio at the option of the holder at any time after the date of issuance. The liquidation preference of Series A‑1 Preferred Shares is preferable to Ordinary Shares but subordinated to redeemable convertible preferred shares as disclosed in Note 14.

On November 1, 2019, all Series A-1 Convertible Preferred Shares were converted to Class A ordinary shares upon the Company’s completion of IPO.

v3.20.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies  
Commitments and Contingencies

19.    Commitments and Contingencies

(a)    Operating lease Commitments

The Group leases its offices under non-cancelable operating lease agreements. Rental expenses under operating leases included in the Consolidated Statements of Comprehensive Income (Loss) were RMB18,564 and RMB17,878 for the years ended December 31, 2018 and 2019, respectively.

As of December 31, 2019, future minimum lease commitments under non-cancelable operating lease agreements, were as follows:

 

 

 

 

 

    

Office and facilities

 

 

RMB

2020

 

10,189

2021

 

6,190

2022

 

4,942

2023

 

4,807

2024

 

722

Thereafter

 

115

Total

 

26,965

 

(b)    Capital commitment

As a limited partner of those equity method investees disclosed in note 8, the Group is committed to make further capital injection into the limited partnership in accordance with the respective partnership deeds. Such capital investment commitment amounted to RMB616,891 and RMB502,661 as of December 31, 2018 and 2019, respectively.

 

v3.20.1
Parent only financial information - Condensed Statements of Results of Operations (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Operating expenses:        
General and administrative expenses $ (74,754) ¥ (520,421) ¥ (145,277) ¥ (156,329)
Total operating expenses (185,843) (1,293,799) (407,253) (386,452)
Loss from operations (77,100) (536,757) 69,375 (4,864)
Other income (expenses):        
Interest income, net (1,252) (8,719) (1,118) (13,034)
(Loss) income before income tax (72,770) (506,621) 108,459 3,015
Income tax expense 541 3,766 4,433 2,366
Net income (loss) (73,311) (510,387) 104,026 649
Accretion of Redeemable Convertible Preferred Shares (16,707) (116,308) (248,186) (228,468)
Deemed dividend to preferred shareholder 92,243 642,174    
Net loss attributable to ordinary shareholders $ (182,261) (1,268,869) (144,160) (227,819)
Reportable Legal Entities | Parent Company        
Operating expenses:        
General and administrative expenses   (881) (72) (2,722)
Total operating expenses   (881) (72) (2,722)
Loss from operations   (881) (72) (2,722)
Equity (loss) income of subsidiaries and the VIE and VIE's subsidiaries   147,511 22,921 54,226
Other income (expenses):        
Interest income, net   (2) (2) 243
(Loss) income before income tax   146,628 22,847 51,747
Income tax expense   0    
Net income (loss)   146,628 22,847 51,747
Accretion of Redeemable Convertible Preferred Shares   (116,308) (248,186) (228,468)
Deemed dividend to preferred shareholder   642,174    
Net loss attributable to ordinary shareholders   ¥ (611,854) ¥ (225,339) ¥ (176,721)
v3.20.1
Equity Method Investments (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Schedule of Equity Method Investments [Line Items]        
Balance at the beginning   ¥ 346,159    
Payments to Acquire Equity Method Investments $ 83,239 579,492 ¥ 404,204 ¥ 63,000
Share of results 3,127 21,772 19,566 2,902
Disposal of an equity method investment (646) (4,500) (3,400)  
Dividend received (1,379) (9,602) (127) (2,779)
Return of capital (51,504) (358,558) (148,858) (17,500)
Balance at the ending $ 83,206 579,263 346,159  
Equity Method Investees Excluding Shanghai Qinlin Information Technology Co. Ltd And Shanghai Gefei Fangdd Asset Management Ltd [Member]        
Schedule of Equity Method Investments [Line Items]        
Balance at the beginning   346,159 94,527 48,904
Payments to Acquire Equity Method Investments   579,492 383,958 63,000
Share of results   (21,772) 19,566 2,902
Disposal of an equity method investment     (2,907)  
Dividend received   (9,602) (127) (2,779)
Return of capital   (358,558) (148,858) (17,500)
Balance at the ending   ¥ 579,263 ¥ 346,159 ¥ 94,527
v3.20.1
Share-Based Compensation - Additional information (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 21, 2018
shares
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
shares
Dec. 31, 2018
shares
Share-Based Compensation        
Share-based compensation expense   $ 107,138 ¥ 745,873  
Total unrecognized compensation expense | ¥     ¥ 150,095  
Total unrecognized compensation expense, weighted average recognition period   1 year 3 months 26 days 1 year 3 months 26 days  
2018 Plan | Stock options        
Share-Based Compensation        
Maximum aggregate number of shares that may be issued 260,454,163      
Stock Options Granted       175,978,312
Exercisable options (in shares)     66,176,296  
2018 Plan | Vesting first year | Stock options        
Share-Based Compensation        
Percentage of Vesting rights 30.00%      
Vesting Period 12 months      
2018 Plan | Vesting second year | Stock options        
Share-Based Compensation        
Percentage of Vesting rights 30.00%      
Vesting Period 24 months      
2018 Plan | Vesting third year | Stock options        
Share-Based Compensation        
Percentage of Vesting rights 40.00%      
Vesting Period 36 months      
v3.20.1
Accounts receivable, net (Details)
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2016
CNY (¥)
Accounts receivable, net          
Accounts receivable, gross   ¥ 2,332,236 ¥ 1,439,013    
Less: allowance for doubtful accounts   (142,256) (86,417) ¥ (46,900) ¥ (43,084)
Accounts Receivable, after Allowance for Credit Loss, Current, Total $ 314,571 2,189,980 1,352,596    
Short-term bank borrowings $ 70,384 490,000 395,000    
Bank of China in Shenzhen          
Accounts receivable, net          
Short-term bank borrowings     50,000    
Various Banks In China          
Accounts receivable, net          
Short-term bank borrowings   185,000      
Real estate developers          
Accounts receivable, net          
Accounts receivable, gross   2,329,431 1,436,367    
Real estate developers | Collateral Pledged          
Accounts receivable, net          
Accounts receivable, gross   263,550 65,697    
individual customers          
Accounts receivable, net          
Accounts receivable, gross   ¥ 2,805 ¥ 2,646    
v3.20.1
Prepayments and other assets - Allowance for doubtful accounts (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Prepayment and other assets      
Balance at the beginning of the year ¥ 1,113 ¥ 1,411 ¥ 1,324
Provision (Reversal) for the year 3,142 (493) 2,701
Write-off     (2,614)
Collection of previously written-off debtors   195  
Balance at the end of the year ¥ 4,255 ¥ 1,113 ¥ 1,411
v3.20.1
Commitments and Contingencies - Future minimum lease commitments (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Commitments and Contingencies    
Rent expense ¥ 17,878 ¥ 18,564
2020 10,189  
2021 6,190  
2022 4,942  
2023 4,807  
2024 722  
Thereafter 115  
Total ¥ 26,965  
v3.20.1
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies  
Schedule of future minimum lease commitments under non-cancelable operating lease agreements

 

 

 

 

    

Office and facilities

 

 

RMB

2020

 

10,189

2021

 

6,190

2022

 

4,942

2023

 

4,807

2024

 

722

Thereafter

 

115

Total

 

26,965

 

v3.20.1
Redeemable Convertible Preferred Shares (Tables)
12 Months Ended
Dec. 31, 2019
Redeemable Convertible Preferred Shares  
Schedule of movements in redeemable convertible preferred shares

 

 

 

 

 

 

 

 

 

 

 

Series A-2

 

Series B

 

Series C

 

 

 

 

Preferred

 

Preferred

 

Preferred

 

 

 

 

Shares

 

Shares

 

Shares

 

Total

Balance as of January 1, 2017

    

88,300

    

384,068

    

1,805,678

    

2,278,046

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

7,250

 

31,532

 

189,686

 

228,468

Foreign currency translation adjustment

 

(5,736)

 

(24,949)

 

(118,750)

 

(149,435)

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2017

 

89,814

 

390,651

 

1,876,614

 

2,357,079

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

7,735

 

33,646

 

206,805

 

248,186

Foreign currency translation adjustment

 

5,194

 

22,592

 

110,093

 

137,879

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2018

 

102,743

 

446,889

 

2,193,512

 

2,743,144

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

3,041

 

15,642

 

97,625

 

116,308

Foreign currency translation adjustment

 

2,747

 

11,870

 

59,017

 

73,634

Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares

 

(108,531)

 

(474,401)

 

(2,350,154)

 

(2,933,086)

Balance as of December 31, 2019

 

 —

 

 —

 

 —

 

 —

 

v3.20.1
Redeemable Convertible Preferred Shares - Movements in Redeemable Convertible Preferred Shares (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Movements in Redeemable Convertible Preferred Shares      
Balance at the beginning of the period ¥ 2,743,144 ¥ 2,357,079 ¥ 2,278,046
Redemption value accretion 116,308 248,186 228,468
Foreign currency translation adjustment 73,634 137,879 (149,435)
Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares (2,933,086)    
Balance at the end of the period   2,743,144 2,357,079
Series A-2 Redeemable Convertible Preferred Shares      
Movements in Redeemable Convertible Preferred Shares      
Balance at the beginning of the period 102,743 89,814 88,300
Redemption value accretion 3,041 7,735 7,250
Foreign currency translation adjustment 2,747 5,194 (5,736)
Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares (108,531)    
Balance at the end of the period   102,743 89,814
Series B Redeemable Convertible Preferred Shares      
Movements in Redeemable Convertible Preferred Shares      
Balance at the beginning of the period 446,889 390,651 384,068
Redemption value accretion 15,642 33,646 31,532
Foreign currency translation adjustment 11,870 22,592 (24,949)
Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares (474,401)    
Balance at the end of the period   446,889 390,651
Series C Redeemable Convertible Preferred Shares      
Movements in Redeemable Convertible Preferred Shares      
Balance at the beginning of the period 2,193,512 1,876,614 1,805,678
Redemption value accretion 97,625 206,805 189,686
Foreign currency translation adjustment 59,017 110,093 (118,750)
Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares ¥ (2,350,154)    
Balance at the end of the period   ¥ 2,193,512 ¥ 1,876,614
v3.20.1
Accrued expenses and other payables (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2019
CNY (¥)
Accrued expenses and other payables          
Accrual for salary and bonus     ¥ 52,188   ¥ 36,632
Other taxes and surcharge payable     37,166   36,448
Down payments collected on behalf of secondary property sellers     4,727   301
Amounts due to franchisees     22,430   14,278
Amounts due to third party under collaborative agreements     14,050   0
Amounts due to equity method investees under collaborative agreements     34,714   0
Professional service fee     7,541   10,550
Others     252,654   240,417
Accrued expenses and other payables $ 48,641   425,470   338,626
Payable to equity method investees for direct transactions with property developers         0
Deposits with real estate developers         ¥ 0
Revenue $ 517,027 ¥ 3,599,436 2,282,216 ¥ 1,798,521  
Maximum          
Accrued expenses and other payables          
Withdrawal penalty 10.00%       10.00%
Base commission from transactions          
Accrued expenses and other payables          
Revenue   3,454,957 2,034,115 1,652,032  
Base commission from transactions | Sales Commitment Arrangements [Member]          
Accrued expenses and other payables          
Revenue   166,265 182,358    
Base commission from transactions | Self-Commitment or Non-Group Collaborative Agreements          
Accrued expenses and other payables          
Revenue   191,849 260,235    
Innovation initiatives and other value-added services          
Accrued expenses and other payables          
Revenue   144,479 248,101 ¥ 146,489  
Sales Incentive | Sales Commitment Arrangements [Member]          
Accrued expenses and other payables          
Revenue   25,584 164,621    
Sales Incentive | Self-Commitment or Non-Group Collaborative Agreements          
Accrued expenses and other payables          
Revenues shared with fund providers (including the Group's equity method investees)   ¥ 76,525 ¥ 55,081    
v3.20.1
Equity Method Investments - Summary combined unaudited financial information (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Balance sheet data:      
Current assets ¥ 1,423,869 ¥ 1,615,143  
Non-current assets 514,215 327,355  
Total assets 1,938,084 1,942,498  
Current liabilities 711,188 366,398  
Total liabilities 711,188 366,398  
Equity 1,226,896 1,576,100  
Total liabilities and shareholders' equity 1,938,084 1,942,498  
Operating data:      
Revenue 124,610 224,377 ¥ 66,996
Operating income 76,502 139,025 48,507
Net income ¥ 77,384 ¥ 139,025 ¥ 48,253
v3.20.1
Taxation - Movements of the valuation allowance (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Deferred Tax Assets Valuation Allowance, Movements [Roll Forward]      
Balance at the beginning of the year ¥ (153,840) ¥ (162,491) ¥ (159,143)
Changes of valuation allowances 56,920 8,651 (3,348)
Balance at the end of the year ¥ (96,920) ¥ (153,840) ¥ (162,491)
v3.20.1
Taxation - Reconciliation of actual income tax expense and amount computed by applying the PRC statutory income tax rate (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Taxation        
Income/(loss) before tax $ (72,770) ¥ (506,621) ¥ 108,459 ¥ 3,015
Income tax computed at PRC statutory tax rate   (126,655) 27,115 754
Tax rate differential not subject to PRC income tax   (3,193) (576) 631
Non-deductible expense   151,990 2,245 4,147
Effect of preferential tax rate (Note*)   47,979 (5,153) (3,102)
Change in valuation allowance   (56,920) (8,651) 3,348
Additional deduction for research and development expenses   (9,700) (8,732) (3,412)
Tax-exempted income   (1,440) (2,306)  
Late payment surcharge on uncertain tax position   1,321 544  
Other   384 (53)  
Income tax expense $ 541 ¥ 3,766 ¥ 4,433 ¥ 2,366
Statutory tax rate (as a percent) 25.00% 25.00% 25.00% 25.00%
v3.20.1
Share-Based Compensation - Fair value assumptions (Details) - Stock options - 2018 Plan
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Share-Based Compensation    
Expected volatility 60.00% 60.00%
Risk-free interest rate (per annum) 2.80% 3.70%
Exercise multiple 2.2 2.2
Expected dividend yield 0.00% 0.00%
Contractual term (in years) 5 years 5 years
v3.20.1
Organization and principal activities - Long-term loan from a related party (Details) - Shenzhen Fangdd Network Technology Ltd - Related Party Loan From Fangdd Information
Dec. 31, 2019
Variable Interest Entity [Line Items]  
Term of debt 3 years
Annual interest rate (as a percent) 0.50%
v3.20.1
Concentration and Risk (Details)
¥ in Thousands, $ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2019
HKD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2016
CNY (¥)
Concentration and Risk              
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents $ 191,598 $ 114,082 ¥ 1,263,623   ¥ 1,333,872 ¥ 794,218 ¥ 1,102,842
PRC              
Concentration and Risk              
Deposits In Banks And Financial Institutions, Maximum Insurance Amount         500,000    
Hong Kong              
Concentration and Risk              
Deposits In Banks And Financial Institutions, Maximum Insurance Amount | $       $ 500,000      
RMB | PRC              
Concentration and Risk              
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents         654,946 429,266  
U. S. Dollar | PRC              
Concentration and Risk              
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents         14,448 18,933  
U. S. Dollar | Hong Kong              
Concentration and Risk              
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents         ¥ 664,478 ¥ 346,019  
Maximum | Loan receivable balance              
Concentration and Risk              
Concentration Risk, Percentage 10.00% 10.00% 10.00%        
Maximum | Revenue              
Concentration and Risk              
Concentration Risk, Percentage 10.00% 10.00% 10.00%        
v3.20.1
CONSOLIDATED STATEMENTS OF CASH FLOWS
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Cash flows from operating activities:        
Net income (loss) $ (73,311) ¥ (510,387) ¥ 104,026 ¥ 649
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities        
Depreciation and amortization 696 4,842 14,254 30,440
Share-based compensation expenses 107,138 745,873    
Gain on short-term investments (398) (2,771) (5,512) (3,255)
Impairment loss for long-term equity investment 2,298 16,000    
Share of profit from equity method investments, net of income tax (3,127) (21,772) (19,566) (2,902)
Other income, net (919) (8,321) (493)  
Dividend received from equity method investments 1,379 9,602 127 2,779
Allowances for doubtful accounts 8,472 58,981 42,337 10,715
Loss on disposal of property and equipment 63 439 831 698
Foreign currency exchange loss (gain) (34) (237) (684) 787
Deferred income tax benefit 169 1,178 (2,107) (911)
Changes in operating assets and liabilities:        
Accounts receivable (128,303) (893,223) (564,317) (641,518)
Deposits with real estate developers     397,868 (394,498)
Prepayments and other assets 4,287 29,846 (19,063) (14,664)
Accounts payable 110,512 769,363 534,779 338,364
Customers' refundable fees 462 3,219 (17,181) (17,747)
Accrued expenses and other payables (12,201) (84,943) (344,494) 13,135
Income tax payables (158) 822 8,673 3,502
Net cash (used in) provided by operating activities 17,025 118,511 129,478 (674,426)
Cash flows from investing activities:        
Purchase of property, equipment and software (243) (1,695) (8,442) (4,628)
Proceeds from disposal of property, equipment and software 512 3,566    
Investment in equity method investments (83,239) (579,492) (404,204) (63,000)
Investment in long-term equity investment     (56,000)  
Return of capital from equity method investees 51,504 358,558 148,858 17,500
Proceeds from disposal of an equity method investment 646 4,500 3,400  
Cash paid for short-term investments (65,524) (456,167) (1,267,483) (756,000)
Proceeds from disposal of short-term investments 74,538 518,921 1,234,012 1,018,255
Net cash provided by (used in) investing activities (21,806) (151,809) (349,859) 212,127
Cash flows from financing activities:        
Proceeds from initial public offering, net of offering cost 71,596 498,436    
Cash proceeds from short-term bank borrowings 77,570 540,030 415,000 663,100
Repayment for short-term bank borrowings (63,925) (445,030) (683,100)  
Net cash provided by (used in) financing activities 85,241 593,436 (268,100) 663,100
Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,944) (20,484) 19,076 (40,020)
Net increase (decrease) in cash, cash equivalents and restricted cash 77,516 539,654 (469,405) 160,781
Cash, cash equivalents and restricted cash at the beginning of the year 114,082 794,218 1,263,623 1,102,842
Cash, cash equivalents and restricted cash at the end of the year 191,598 1,333,872 794,218 1,263,623
Supplemental information        
Interest paid (2,645) (18,411) (17,214) (14,527)
Income tax paid (247) (1,717) ¥ (729) ¥ (298)
Disposal of a subsidiary with net liability $ (273) ¥ (1,900)    
v3.20.1
CONSOLIDATED BALANCE SHEETS (Parenthetical)
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2019
CNY (¥)
shares
Dec. 31, 2018
$ / shares
Dec. 31, 2018
CNY (¥)
shares
Current liabilities        
Short-term bank borrowings $ 70,384 ¥ 490,000   ¥ 395,000
Accounts payable 272,575 1,897,611   1,128,248
Customers' refundable fees (including customers' refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1) 6,452 44,916   41,697
Income tax payables 1 7   369
Non-current liabilities        
Income tax payables $ 1,711 ¥ 11,910   ¥ 12,646
Deficit:        
Ordinary shares, par value | $ / shares     $ 0.0000001  
Ordinary shares, shares authorized       2,275,948,587
Ordinary shares, shares issued       945,712,030
Ordinary shares, shares outstanding       945,712,030
Series A-1 Convertible Preferred Shares, par value | $ / shares     0.0000001  
Series A-1 Convertible Preferred Shares, shares authorized       102,102,318
Series A-1 Convertible Preferred Shares, shares issued       102,102,318
Series A-1 Convertible Preferred Shares, shares outstanding       102,102,318
Series A-2 Redeemable Convertible Preferred Shares        
Mezzanine equity        
Redeemable Convertible Preferred Shares, par value | $ / shares     0.0000001  
Redeemable Convertible Preferred Shares, shares authorized       148,147,900
Redeemable Convertible Preferred Shares, shares issued       148,147,900
Redeemable Convertible Preferred Shares, shares outstanding       148,147,900
Redeemable Convertible Preferred Shares, redemption value | ¥       ¥ 102,743
Redeemable Convertible Preferred Shares, liquidation value | ¥       ¥ 1,327,471
Series B Redeemable Convertible Preferred Shares        
Mezzanine equity        
Redeemable Convertible Preferred Shares, par value | $ / shares     0.0000001  
Redeemable Convertible Preferred Shares, shares authorized       177,834,496
Redeemable Convertible Preferred Shares, shares issued       177,834,496
Redeemable Convertible Preferred Shares, shares outstanding       177,834,496
Redeemable Convertible Preferred Shares, redemption value | ¥       ¥ 463,266
Redeemable Convertible Preferred Shares, liquidation value | ¥       ¥ 1,818,209
Series C Redeemable Convertible Preferred Shares        
Mezzanine equity        
Redeemable Convertible Preferred Shares, par value | $ / shares     0.0000001  
Redeemable Convertible Preferred Shares, shares authorized       286,959,017
Redeemable Convertible Preferred Shares, shares issued       286,959,017
Redeemable Convertible Preferred Shares, shares outstanding       286,959,017
Redeemable Convertible Preferred Shares, redemption value | ¥       ¥ 2,295,740
Redeemable Convertible Preferred Shares, liquidation value | ¥       3,950,470
Class A & Class B Ordinary shares        
Deficit:        
Ordinary shares, shares authorized 5,000,000,000 5,000,000,000    
Class A ordinary shares        
Deficit:        
Ordinary shares, par value | $ / shares     0.0000001  
Ordinary shares, shares issued 1,203,322,178 1,203,322,178    
Ordinary shares, shares outstanding 1,203,322,178 1,203,322,178    
Class B Ordinary shares        
Deficit:        
Ordinary shares, par value | $ / shares     $ 0.0000001  
Ordinary shares, shares issued 619,938,058 619,938,058    
Ordinary shares, shares outstanding 619,938,058 619,938,058    
VIE        
Current liabilities        
Short-term bank borrowings | ¥   ¥ 490,000   395,000
Accounts payable | ¥   1,897,219   1,107,836
Customers' refundable fees (including customers' refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1) | ¥   44,916   41,697
Accrued expenses and other payables | ¥   283,749   392,251
Income tax payables | ¥   7   297
Non-current liabilities        
Income tax payables | ¥   ¥ 11,061   ¥ 11,916
v3.20.1
Property, equipment and software, net (Tables)
12 Months Ended
Dec. 31, 2019
Property, equipment and software, net  
Schedule of property, equipment and software, net

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Buildings

 

2,594

 

2,594

Leasehold improvements

 

44,798

 

45,008

Furniture, office equipment

 

26,703

 

21,642

Motor vehicles

 

10,189

 

2,825

Software

 

3,716

 

4,096

Total Property, equipment and software

 

88,000

 

76,165

Less: Accumulated depreciation and amortization

 

(72,550)

 

(67,867)

Total Property, equipment and software, net

 

15,450

 

8,298

 

v3.20.1
Concentration and Risk (Tables)
12 Months Ended
Dec. 31, 2019
Concentration and Risk  
Schedule of components of cash and cash equivalents and restricted cash maintained at bank

 

 

 

 

 

 

 

As of December 31, 

 

    

2018

    

2019

 

 

RMB

 

RMB

RMB denominated bank deposits with:

 

  

 

  

Financial Institutions in the PRC

 

429,266

 

654,946

U.S. dollar denominated bank deposits with:

 

  

 

  

Financial Institutions in the Hong Kong

 

346,019

 

664,478

Financial Institutions in the PRC

 

18,933

 

14,448

 

v3.20.1
Customers' refundable fees
12 Months Ended
Dec. 31, 2019
Customers' refundable fees  
Customers' refundable fees

11.    Customers’ refundable fees

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at beginning of year

 

76,625

 

58,878

 

41,697

Cash received from customers

 

797,529

 

554,539

 

409,781

Cash refunded to customers

 

(160,653)

 

(36,136)

 

(85,227)

Revenue recognized

 

(654,623)

 

(535,584)

 

(321,335)

Balance at end of year

 

58,878

 

41,697

 

44,916

 

Customers’ refundable fees represent the commission income received in advance (see note 2(s)).

v3.20.1
Concentration and Risk
12 Months Ended
Dec. 31, 2019
Concentration and Risk  
Concentration and Risk

3.    Concentration and Risk

Concentration of customers

There are no customers from whom revenue individually represent greater than 10% of the total revenue of the Group for the years ended December 31, 2017, 2018 and 2019.

Concentration of credit risk

Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable and loans receivable included under prepayments and other current assets. As of December 31, 2017, 2018 and 2019, substantially all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by reputable financial institutions located in the PRC and Hong Kong which management believes are of high credit quality and financially sound based on public available information.

Accounts receivable are typically unsecured and are primarily derived from revenue earned from real estate developers. The risk with respect to accounts receivable is managed by credit evaluations the Group performs on its customers and its ongoing monitoring of outstanding balances.

The Group is exposed to default risk on its loans receivable. The Group assesses the allowance for credit loss related to loans receivable on a quarterly basis, either on an individual or collective basis. As of December 31, 2017, 2018 and 2019, no individual loans receivable balance accounted for over 10% of the total loans receivable.

Cash concentration

Cash and cash equivalents and restricted cash mentioned below maintained at banks consist of the following:

 

 

 

 

 

 

 

 

As of December 31, 

 

    

2018

    

2019

 

 

RMB

 

RMB

RMB denominated bank deposits with:

 

  

 

  

Financial Institutions in the PRC

 

429,266

 

654,946

U.S. dollar denominated bank deposits with:

 

  

 

  

Financial Institutions in the Hong Kong

 

346,019

 

664,478

Financial Institutions in the PRC

 

18,933

 

14,448

 

The bank deposits with financial institutions in the PRC are insured by the government authority for up to RMB500,000. The bank deposits with financial institutions in the Hong Kong are insured by the government authority for up to HK$500,000. The Company has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC and Hong Kong.

Currency risk

The Group’s operational transactions and its assets and liabilities are primarily denominated in RMB, which is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and international economic and political developments that affect the supply and demand of RMB in the foreign exchange market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances from China in currencies other than RMB by the Group must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

Interest rate risk

The Group’s short-term bank borrowings bear interests at fixed rates. If the Group were to renew these loans upon maturity and the related banks only agree to offer variable rate for such renewal, the Group might then be subject to interest rate risk.

v3.20.1
Property, equipment and software, net
12 Months Ended
Dec. 31, 2019
Property, equipment and software, net  
Property, equipment and software, net

7.    Property, equipment and software, net

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Buildings

 

2,594

 

2,594

Leasehold improvements

 

44,798

 

45,008

Furniture, office equipment

 

26,703

 

21,642

Motor vehicles

 

10,189

 

2,825

Software

 

3,716

 

4,096

Total Property, equipment and software

 

88,000

 

76,165

Less: Accumulated depreciation and amortization

 

(72,550)

 

(67,867)

Total Property, equipment and software, net

 

15,450

 

8,298

 

Depreciation and amortization expenses were RMB30,440, RMB14,254 and RMB4,842 for the years ended December 31, 2017, 2018 and 2019, respectively.

v3.20.1
Taxation - Components of income tax expense (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Taxation        
Current income tax expense   ¥ 2,588 ¥ 6,540 ¥ 3,277
Deferred income tax (benefit) $ 169 1,178 (2,107) (911)
Income tax expense $ 541 ¥ 3,766 ¥ 4,433 ¥ 2,366
v3.20.1
Share-Based Compensation - Stock option Activity (Details) - Stock options - 2018 Plan - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Number of shares    
Outstanding at the beginning of period (in shares) 175,978,312 0
Granted (in shares)   175,978,312
Forfeited (in shares) (74,243,734) 0
Outstanding at the end of period (in shares) 104,543,578 175,978,312
Exercisable at the end of period (in shares) 66,176,296  
Weighted average exercise price    
Outstanding at the beginning of period (in dollars per share) $ 0.0000001 $ 0.0000000
Granted (in dollars per share)   0.0000001
Forfeited (in dollars per share) 0.0000001 0.0000000
Outstanding at the end of period (in dollars per share) 0.0000001 $ 0.0000001
Exercisable at the end of period (in dollars per share) $ 0.0000001  
Weighted average remaining contractual term (in Years)    
Weighted average remaining contractual term (in Years) 3 years 11 months 23 days 4 years 11 months 19 days
Granted   5 years
Forfeited (in years) 4 years 3 months 18 days  
Exercisable at the end of period (in years) 3 years 11 months 23 days  
Weighted average fair value    
Outstanding at the beginning of period (in dollars per share) $ 1.38 $ 0.00
Granted (in dollars per share)   1.38
Forfeited (in dollars per share) 1.38 0.00
Outstanding at the end of period (in dollars per share) 1.37 $ 1.38
Exercisable at the end of period (in dollars per share) $ 1.38  
Employees    
Number of shares    
Granted (in shares) 2,809,000  
Weighted average exercise price    
Granted (in dollars per share) $ 0.0000001  
Weighted average remaining contractual term (in Years)    
Granted 4 years 6 months  
Weighted average fair value    
Granted (in dollars per share) $ 1.40  
v3.20.1
Taxation - Additional Information (Details)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
CNY (¥)
Tax Examinations Computational Errors  
Income Tax Examination [Line Items]  
Statute of limitation, period (in years) 3 years
Tax Examinations Underpayment of Taxes Exceeding Threshold Amount  
Income Tax Examination [Line Items]  
Statute of limitation, period (in years) 5 years
Minimum threshold amount for determining statute of limitation ¥ 100
Tax Examinations Transfer Pricing Issues  
Income Tax Examination [Line Items]  
Statute of limitation, period (in years) 10 years
Tax Examinations Tax Evasion  
Income Tax Examination [Line Items]  
Statute of limitation, period (in years) 0 years
v3.20.1
Customers' refundable fees (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Movement In Customers Refundable Fees [Roll Forward]      
Balance at beginning of year ¥ 41,697 ¥ 58,878 ¥ 76,625
Cash received from customers 409,781 554,539 797,529
Cash refunded to customers (85,227) (36,136) (160,653)
Revenue recognized (321,335) (535,584) (654,623)
Balance at end of year ¥ 44,916 ¥ 41,697 ¥ 58,878
v3.20.1
Equity Method Investments - Limited Partnerships 1 (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
item
Dec. 31, 2019
CNY (¥)
item
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2016
CNY (¥)
Schedule of Equity Method Investments [Line Items]          
Number Of Additional Investments Accounted For Equity Method Investment | item 2 2      
Proceeds from disposal of an equity method investment $ 646 ¥ 4,500 ¥ 3,400    
Payments to Acquire Equity Method Investments $ 83,239 579,492 404,204 ¥ 63,000  
Impairment of equity method investment   ¥ 0 0    
Shanghai Qinlin Information Technology Co., Ltd          
Schedule of Equity Method Investments [Line Items]          
Effective interests in the limited partnerships       30.00%  
Equity Method Investment, Amount Sold     17,000    
Proceeds from disposal of an equity method investment     3,400    
Equity Method Investment, Realized Gain (Loss) on Disposal, Total     ¥ 493    
Shanghai Gefei Fangdd Asset Management Ltd          
Schedule of Equity Method Investments [Line Items]          
Effective interests in the limited partnerships 40.00% 40.00% 40.00%   40.00%
Payments to Acquire Equity Method Investments         ¥ 4,000
v3.20.1
Taxation - Deferred tax assets and liabilities - Components (Details) - CNY (¥)
¥ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Taxation        
Net operating loss carry forward ¥ 71,588 ¥ 142,793    
Allowance for doubtful accounts 27,229 17,208    
Payroll and accrued expenses 2,898 2,148    
Deductible advertisement expenses 94 158    
Long-term equity investment impairment 2,400      
Total deferred tax assets 104,209 162,307    
Less: Valuation allowance (96,920) (153,840) ¥ (162,491) ¥ (159,143)
Deferred tax assets ¥ 7,289 ¥ 8,467    
v3.20.1
CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY (Parenthetical) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY      
Foreign currency translation adjustments, tax ¥ 0 ¥ 0 ¥ 0
v3.20.1
CONSOLIDATED BALANCE SHEETS
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Current assets      
Cash and cash equivalents $ 158,543 ¥ 1,103,747 ¥ 443,586
Restricted cash 33,055 230,125 350,632
Short-term investments 1,652 11,500 71,483
Accounts receivable, net 314,571 2,189,980 1,352,596
Prepayments and other current assets 27,962 194,668 210,996
Total current assets 535,783 3,730,020 2,429,293
Non-current assets      
Property, equipment and software, net 1,192 8,298 15,450
Equity method investments 83,206 579,263 346,159
Long-term equity investment 5,746 40,000 56,000
Deferred tax assets 1,047 7,289 8,467
Other non-current assets 1,042 7,255 23,915
Total non-current assets 92,233 642,105 449,991
Total assets 628,016 4,372,125 2,879,284
Current liabilities      
Short-term bank borrowings (including short-term bank borrowings of consolidated VIE without recourse to the Company of RMB395,000 and RMB490,000 as of December 31, 2018 and 2019, respectively. Note 1) 70,384 490,000 395,000
Accounts payable (including accounts payable of consolidated VIE without recourse to the Company of RMB1,107,836 and RMB1,897,219, as of December 31, 2018 and 2019, respectively. Note 1) 272,575 1,897,611 1,128,248
Customers' refundable fees (including customers' refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1) 6,452 44,916 41,697
Accrued expenses and other payables (including accrued expenses and other payables of consolidated VIE without recourse to the Company of RMB392,251 and RMB283,749 as of December 31, 2018 and 2019, respectively. Note 1) 48,641 338,626 425,470
Income tax payables (including income tax payables of consolidated VIE without recourse to the Company of RMB297 and RMB7 as of December 31, 2018 and 2019, respectively. Note 1) 1 7 369
Total current liabilities 398,053 2,771,160 1,990,784
Non-current liabilities      
Income tax payables (including income tax payables of consolidated VIE without recourse to the Company of RMB11,916 and RMB11,061 as of December 31, 2018 and 2019, respectively. Note 1) 1,711 11,910 12,646
Total non-current liabilities 1,711 11,910 12,646
Total liabilities 399,764 2,783,070 2,003,430
Commitments and contingencies (Note 19)
Mezzanine equity      
Total mezzanine equity     2,743,144
Deficit:      
Series A-1 Convertible Preferred Shares (US$ 0.0000001 par value, 102,102,318 shares authorized, issued and outstanding as of December 31, 2018)     5,513
Additional paid-in capital 700,988 4,880,135 55,052
Accumulated other comprehensive loss (52,989) (368,897) (274,540)
Accumulated deficit (419,747) (2,922,184) (1,653,315)
Total (deficit) equity 228,252 1,589,055 (1,867,290)
Total liabilities, mezzanine equity and (deficit) equity $ 628,016 4,372,125 2,879,284
Series A-2 Redeemable Convertible Preferred Shares      
Mezzanine equity      
Total mezzanine equity     102,743
Series B Redeemable Convertible Preferred Shares      
Mezzanine equity      
Total mezzanine equity     446,889
Series C Redeemable Convertible Preferred Shares      
Mezzanine equity      
Total mezzanine equity     ¥ 2,193,512
Class A ordinary shares      
Deficit:      
Ordinary shares, Value   1  
Total (deficit) equity   ¥ 1  
v3.20.1
Organization and principal activities - Income Statement and Cash flow information (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Variable Interest Entity [Line Items]        
Total revenue $ 517,027 ¥ 3,599,436 ¥ 2,282,216 ¥ 1,798,521
Net income (loss) (73,311) (510,387) 104,026 649
Net cash provided by (used in) operating activities 17,025 118,511 129,478 (674,426)
Net cash used in investing activities (21,806) (151,809) (349,859) 212,127
Net cash provided by financing activities 85,241 593,436 (268,100) 663,100
Net increase (decrease) in cash and cash equivalents and restricted cash 77,516 539,654 (469,405) 160,781
Cash, cash equivalents and restricted cash at the beginning of the year 114,082 794,218 1,263,623 1,102,842
Cash, cash equivalents and restricted cash at the end of the year $ 191,598 1,333,872 794,218 1,263,623
VIE        
Variable Interest Entity [Line Items]        
Total revenue   3,599,436 2,282,216 1,798,521
Net income (loss)   (520,230) 107,511 6,237
Net cash provided by (used in) operating activities   103,298 116,937 (663,005)
Net cash used in investing activities   (206,192) (303,375) 214,872
Net cash provided by financing activities   329,000 31,900 663,100
Net increase (decrease) in cash and cash equivalents and restricted cash   226,106 (154,538) 214,967
Cash, cash equivalents and restricted cash at the beginning of the year   420,183 574,721 359,754
Cash, cash equivalents and restricted cash at the end of the year   ¥ 646,289 ¥ 420,183 ¥ 574,721
v3.20.1
Fair Value Measurement (Details)
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Assets      
Long-term equity investment $ 5,746 ¥ 40,000 ¥ 56,000
Recurring      
Assets      
Long-term equity investment   40,000 56,000
Total Assets   51,500 127,483
Recurring | Wealth management products      
Assets      
Short-term investments   11,500 71,483
Level 2 | Recurring      
Assets      
Total Assets   11,500 71,483
Level 2 | Recurring | Wealth management products      
Assets      
Short-term investments   11,500 71,483
Level 3 | Recurring      
Assets      
Long-term equity investment   40,000 56,000
Total Assets   ¥ 40,000 ¥ 56,000
v3.20.1
Prepayments and other assets (Tables)
12 Months Ended
Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]  
Schedule of prepayments and other assets

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

 

 

2018

 

2019

 

    

 

    

RMB

    

RMB

Loans receivable, net

 

(1)

 

74,068

    

70,531

Rental and other deposits

 

  

 

10,258

 

6,993

Security deposits with real estate developers

 

(2)

 

106,528

 

72,573

Deposits for investments

 

(3)

 

20,246

 

3,155

Others

 

 

 

23,811

 

48,671

Prepayments and other assets

 

  

 

234,911

 

201,923

Current Portion

 

 

 

210,996

 

194,668

Non-Current Portion

 

  

 

23,915

 

7,255

Total prepayments and other assets

 

  

 

234,911

 

201,923

 

Schedule of allowance for doubtful loans

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at the beginning of the year:

 

1,324

 

1,411

 

1,113

Provision (Reversal) for the year

 

2,701

 

(493)

 

3,142

Write-off

 

(2,614)

 

 —

 

 —

Collection of previously written-off debtors

 

 —

 

195

 

 —

Balance at the end of the year

 

1,411

 

1,113

 

4,255

 

Schedule of aging of loans receivable

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

1-29 days past Due

 

26,945

 

2,109

30-89 days past Due

 

2,538

 

 —

90-179 days past Due

 

2,482

 

5,434

Over 180 days past Due

 

6,495

 

18,803

Total past Due

 

38,460

 

26,346

Current

 

36,721

 

48,440

Total loans

 

75,181

 

74,786

 

Loans receivable  
Accounts, Notes, Loans and Financing Receivable [Line Items]  
Schedule of loans receivable

 

 

 

 

 

 

 

As of December 31, 

 

    

2018

    

2019

 

 

RMB

 

RMB

Secured personal loans

 

31,467

 

16,741

Unsecured personal loans

 

43,714

 

58,045

 

 

75,181

 

74,786

Less: allowance for doubtful loans

 

(1,113)

 

(4,255)

Loans receivables, net

 

74,068

 

70,531

Current Portion

 

70,399

 

66,431

Non-Current Portion

 

3,669

 

4,100

Total loans

 

74,068

 

70,531

 

v3.20.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2019
Summary of Significant Accounting Policies  
Summary of estimated useful lives

 

 

 

 

 

Estimated

Category

    

useful lives

Buildings

 

20 years

Leasehold improvements

 

2-3 years

Furniture, office equipment

 

3-5 years

Motor vehicles

 

3-4 years

Software

 

2-10 years

 

v3.20.1
Fair Value Measurement
12 Months Ended
Dec. 31, 2019
Fair Value Measurement  
Fair Value Measurement

4.    Fair Value Measurement

The following table sets forth the Group’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

    

Level 1

    

Level 2

    

Level 3

    

Balance at

 

 

Inputs

 

Inputs

 

Inputs

 

Fair Value

 

 

RMB

 

RMB

 

RMB

 

RMB

Assets

 

  

 

  

 

  

 

  

Short-term investments

 

  

 

  

 

  

 

  

-Wealth management products

 

 —

 

71,483

 

 —

 

71,483

Long-term equity investment

 

 —

 

 —

 

56,000

 

56,000

Total Assets

 

 —

 

71,483

 

56,000

 

127,483

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

    

Level 1

    

Level 2

    

Level 3

    

Balance at

 

 

Inputs

 

Inputs

 

Inputs

 

Fair Value

 

 

RMB

 

RMB

 

RMB

 

RMB

Assets

 

  

 

  

 

  

 

  

Short-term investments

 

  

 

  

 

  

 

  

-Wealth management products

 

 —

 

11,500

 

 —

 

11,500

Long-term equity investment

 

 —

 

 —

 

40,000

 

40,000

Total Assets

 

 —

 

11,500

 

40,000

 

51,500

 

The Group values its investments in wealth management products issued by certain banks using quoted subscription/redemption prices published by these banks, and accordingly, the Group classifies the valuation techniques that use these inputs as level 2.

The Group’s short-term investments as of December 31, 2018 and 2019 were acquired close to the year-end dates with maturity from seven days to one month, except for a short-term wealth management product issued by Bank of China in Shenzhen of RMB49,883 on April 28, 2018 with a 363‑day term and a fixed annual interest rate and principle secured. This wealth management product has served as the collateral of a short-term loan of RMB49,000 from Bank of China in Shenzhen (see note 10) since July 2018. This wealth management product was due and redeemed by the Group on April 26, 2019 with the collateral released upon the short term bank loan of RMB49,000 repaid on the same day.

Long-term equity investment was measured at costs, less impairment, with subsequent adjustments for observable price changes (see note 9), and are categorized within Level 3 under the fair value hierarchy. The values were estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, as well as rights and obligations of the securities that the Company holds.

There have no transfers between level 1,  level 2 and level 3 categories.

 

v3.20.1
Equity Method Investments
12 Months Ended
Dec. 31, 2019
Equity Method Investment  
Equity Method Investments

8.    Equity method investments

 

 

 

 

 

    

RMB

Balance as of January 1, 2017

 

48,904

Additions

 

63,000

Share of results

 

2,902

Dividends received

 

(2,779)

Return of capital

 

(17,500)

Balance as of January 1, 2018

 

94,527

Additions

 

383,958

Share of results

 

19,566

Disposal of an equity method investment

 

(2,907)

Dividends received

 

(127)

Return of capital

 

(148,858)

Balance as of December 31, 2018

 

346,159

Additions

 

579,492

Share of results

 

21,772

Dividends received

 

(9,602)

Return of capital

 

(358,558)

Balance as of December 31, 2019

 

579,263

 

During the years ended December 31, 2017, 2018 and 2019, the Group made certain significant equity method investments. The Group does not have controlling financial interests over these investees, but it has the ability to exercise significant influence over their financial and operating polices.

In connection with the Sales Commitment Arrangements as described in notes 2(l) and 2(s), the Group invested into certain limited partnerships as a limited partner. The Group has determined that given the design of these limited partnerships, they are considered to be unconsolidated VIEs and the Group is not considered to be the primary beneficiary, as further described below.

During the years ended December 31, 2017, 2018 and 2019, the limited partnerships were either involved in or invested by the Group for the purpose of the Sales Commitment Arrangements as a fund provider, details of which are disclosed in note 12(3) below. Under these arrangements, an initial deposit is required to be paid to the real estate developers prior to the commencement of the exclusive sales period. The limited partnerships are designed such that the investors (including the Group) would make their respective initial equity capital payments based on the initial deposit requirements. The investors are committed to provide additional capital funding in several tranches based on a funding schedule prepared taking into account of the forecast sale plan and actual progress of properties sales throughout the exclusive sale period.

The Group has determined that the total equity investment at risk of these limited partnerships is limited to the capital injected in these limited partnerships and does not include the commitments of the partners to contribute additional equity as the funding commitments are not reported as equity in the balance sheet of the limited partnerships. Capital investments of the partners are the only source of funding of these limited partnerships. In addition, the amount of paid-up capital at inception is limited to the funding requirements for the initial stage of the project. The Group has determined that the limited partnerships are VIEs as their total equity investments at risk are not considered to be sufficient to permit the limited partnerships to finance their activities without additional subordinated financial support.

To determine whether the Group is the primary beneficiary of these limited partnerships, the Group has evaluated whether it has both (i) the power to direct the activities of the limited partnerships that most significantly impact their economic performance; and (ii) the obligation to absorb losses of, or the right to receive benefits from, the limited partnerships that could potentially be significant to these entities.

The Group determined that the activities that most significantly impact the economic performance of the limited partnerships include: (i) selecting real estate projects, (ii) negotiating the terms of sale commitment arrangement, (iii) monitoring the progress of property sales and (iv) for the limited partnerships under Non-Group Commitment Arrangements as described in note 12(3), managing the disposal of unsold properties, if any, at the end of the sales period that the limited partnerships are required to purchase from the property developer.

Based on these activities that the Group considered to be most significant, the Group evaluated who has the power to direct them beginning with an assessment of the parties involved in the ownership and governance structure of these limited partnerships. In this regard, each of the limited partnerships is sponsored by an investor that is unrelated to the Group. The investments of the sponsoring investor in the limited partnerships are generally in the form of both limited partnership interest and general partnership interest, with these partnership interests being held by two or more of the sponsoring investor’s controlled subsidiaries. Under the limited partnership agreement, the general partner has the ability to make key management decisions for the limited partnership. In addition, the Group does not have any kick-out right or the unilateral ability to exercise any substantive participating rights. Accordingly, the Group has determined that the power to direct the activities that most significantly impact the economic performance rests with the general partner and the other limited partners that are all under the common control of the sponsoring investor.

The Group’s obligation to absorb losses of, or the right to receive benefits from, the limited partnerships are limited to its committed capital investments or its rights to receive sharing of profit from the limited partnerships based on its proportionate share of the capital contributions.

Based on the analysis above, as the Group does not have the power to direct the activities of limited partnerships that most significantly impact their economic performance , the Group has concluded it is not the primary beneficiary of the limited partnerships established in connection with the Sales Commitment Arrangements. The Group determined that it has significant influence over these limited partnerships and therefore has accounted for its investments under the equity method.

The Group considers, as a limited partner, that its maximum exposures to the losses from the limited partnerships are the maximum loss that could potentially be recorded through earnings in future periods as a result of its investments and other variable interests in the limited partnerships, regardless of the probability of the losses actually occurring. The Group’s maximum exposures to the losses from the limited partnerships as of December 31, 2018 and 2019 are set out below, which represent the aggregated amounts of the carrying amounts of the investments in limited partnerships and the maximum amount of additional capital commitments as stipulated in the respective partnership deeds. The Group does not have any other obligation or commitment to provide any guarantee, loan or other financial support to the limited partnerships.

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

Aggregated

    

amount of

    

Maximum

 

 

carrying

 

additional

 

exposures to the

 

 

amount of the

 

capital

 

losses of the

 

 

limited

 

commitment

 

limited

 

 

partnerships

 

(Note 19(b))

 

partnerships

 

    

RMB

 

RMB

 

RMB

Balance as of December 31, 2018

 

341,826

 

616,891

 

958,717

Balance as of December 31, 2019

 

574,929

 

502,661

 

1,077,590

 

The following limited partnerships were either involved in or invested by the Group for the purpose of the Sales Commitment Arrangements as a fund provider, details of which are disclosed in note 12(3) below. The Group’s effective interests to the limited partnerships as of December 31, 2018 and 2019 are as below:

 

 

 

 

 

 

 

    

 

As of December 31, 

 

  

    

2018

    

2019

 

Name of the limited partnerships

 

 

 

 

 

Shanghai Gefei Chengyun Investment Center Limited Partnership (“Gefei Chengyun”)

 

20

%  

20

%  

Ningbo Meishan Jiushen Investment Limited Partnership ("Jiushen")

 

10

%  

10

%  

Ningbo Meishan Jiuchang Investment Limited Partnership (“Jiuchang”)

 

49.95

%  

 —

 

Tibet Shiguan Business Management Limited Partnership (“Shiguan”)

 

27.6

%  

27.6

%  

Ningbo Meishan Jiuchuan Investment Limited Partnership (“Jiuchuan”)

 

10

%  

10

%  

Ningbo Meishan Decheng Investment Limited Partnership (“Decheng”)

 

 2

%  

 2

%  

Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshutianye”)

 

26

%  

26

%

Yiwu Longshu Qianli Investment Management Limited Partnership (“Longshuqianli”)

 

16

%  

 —

 

Ningbo Meishan Jiuyi Investment Limited Partnership (“Jiuyi”)

 

20

%  

20

%

Ningbo Meishan Jiuyu Investment Limited Partnership (“Jiuyu”)

 

20

%  

 —

 

Ningbo Meishan Jiuzhen Investment Limited Partnership (“Jiuzhen”)

 

20

%  

20

%  

Ningbo Meishan Yunde Investment Limited Partnership (“Yunde”)

 

20

%  

20

%  

Ningbo Meishan Deyan Investment Limited Partnership (“Deyan”)

 

20

%

20

%  

Ningbo Meishan Detong Investment Limited Partnership (“Detong”)

 

 

40

%  

Ningbo Meishan Derong Investment Limited Partnership (“Derong”)

 

 

37

%  

Ningbo Meishan Jiushi Investment Limited Partnership (“Jiushi”)

 

 

40

%  

Ningbo Meishan Qixing Management Limited Partnership (“Qixing”)

 

 

15.7

%  

Shanghai Ruokun Management Limited Partnership (“Ruokun”)

 

 

20

%  

Ningbo Meishan Deyu Investment Limited Partnership (“Deyu”)

 

 

40

%  

Hangzhou Honggeng Investment Limited Partnership (“Honggeng”)

 

 

20

%  

 

During the years ended December 31, 2017, 2018 and 2019, the Group made additional investments into these limited partnerships and received return of capital from these limited partnerships, details of which are summarized below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

Name of the

 

Capital

 

Return of

 

Capital

 

Return of

 

Capital

 

Return of

limited partnerships

 

Investments

 

capital

 

Investments

 

capital

 

Investments

 

capital

 

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

Gefei Wenqin

 

 —

 

16,000

 

 —

 

 —

 

 —

 

 —

Gefei Chengyun

 

1,000

 

1,500

 

 

(18,719)

 

 

Jiushen

 

35,000

 

 —

 

65,000

 

 

17,000

 

(2,200)

Jiuchang

 

5,000

 

 —

 

 

(2,380)

 

 

(2,620)

Shiguan

 

20,000

 

 —

 

 

 

 

(20,000)

Jiuchuan

 

 —

 

 —

 

16,687

 

 

 

(5,569)

Decheng

 

 —

 

 —

 

463

 

 

 

Tianye

 

 —

 

 —

 

25,300

 

 

18,455

 

(12,049)

Qianli

 

 —

 

 —

 

2,807

 

(713)

 

 

(2,094)

Jiuyi

 

 —

 

 —

 

155,333

 

(87,853)

 

127,985

 

(169,152)

Jiuyu

 

 —

 

 —

 

26,000

 

(6,076)

 

 

(19,924)

Jiuzhen

 

 —

 

 —

 

33,000

 

(31,117)

 

2,250

 

Yunde

 

 —

 

 —

 

50,400

 

 

55,935

 

(64,993)

Deyan

 

 —

 

 —

 

8,968

 

 

 

(3,968)

Detong

 

 —

 

 —

 

 

 

31,000

 

(16,184)

Derong

 

 —

 

 —

 

 

 

55,555

 

(555)

Jiushi

 

 —

 

 —

 

 

 

185,000

 

(29,250)

Qixing

 

 —

 

 —

 

 

 

8,752

 

Ruokun

 

 —

 

 —

 

 

 

5,000

 

Deyu

 

 —

 

 —

 

 

 

70,360

 

(10,000)

Honggeng

 

 —

 

 —

 

 

 

2,200

 

Total

 

61,000

 

17,500

 

383,958

 

(146,858)

 

579,492

 

(358,558)

 

In addition to the above investments in limited partnerships, the Group also invested in following two investments that are accounted for under the equity method.

The Group held equity interests of 30% over Shanghai Qinlin Information Technology Co., Ltd (“Qinlin”) as of December 31, 2017. During the year ended December 31, 2018, the Group entered in a sale and purchase agreement with the founder of Qinlin to dispose entire equity interest over Qinlin at consideration of RMB17,000. As of December 31, 2018, the consideration of RMB3,400 was received and the management considered recoverability for remaining balance of consideration was uncertain. The Group recognized the income from disposal of RMB3,400 and recorded a gain on disposal of RMB493 for the year ended December 31, 2018. During the year ended December 31, 2019, the Group further received RMB4,500 which was recognized as other income.

As of December 31,2018 and 2019, the Group held equity interests of 40% over Shanghai Gefei Fangdd Asset Management Ltd. (“Shanghai Gefei Fangdd”). The Group invested RMB4,000 to obtain 40% equity interests over Shanghai Gefei Fangdd upon its establishment during the year end December 31, 2016. Shanghai Gefei Fangdd’s principal activities were assets management business and had not commenced operation as of December 31, 2019.

The Group determined no impairment of the equity method investment as of December 31, 2018 and 2019.

Summary combined unaudited financial information for these equity method investees as of and for the year ended December 31,2018 and 2019 are presented below:

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Balance sheet data:

 

  

 

  

Current assets

 

1,615,143

 

1,423,869

Non-current assets

 

327,355

 

514,215

Total assets

 

1,942,498

 

1,938,084

Current liabilities

 

366,398

 

711,188

Total liabilities

 

366,398

 

711,188

Equity

 

1,576,100

 

1,226,896

Total liabilities and shareholders’ equity

 

1,942,498

 

1,938,084

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Operating data:

 

  

 

  

 

  

Revenue

 

66,996

 

224,377

 

124,610

Operating income

 

48,507

 

139,025

 

76,502

Net income

 

48,253

 

139,025

 

77,384

 

v3.20.1
Accrued expenses and other payables
12 Months Ended
Dec. 31, 2019
Accrued expenses and other payables  
Accrued expenses and other payables

12.    Accrued expenses and other payables

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

 

 

2018

 

2019

 

    

 

    

RMB

    

RMB

Accrual for salary and bonus

 

  

 

52,188

 

36,632

Other taxes and surcharge payable

 

  

 

37,166

 

36,448

Down payments collected on behalf of secondary property sellers

 

(1)

 

4,727

 

301

Amounts due to franchisees

 

(2)

 

22,430

 

14,278

Amounts due to third party under collaborative agreements

 

(3)

 

14,050

 

 —

Amounts due to equity method investees under collaborative agreements

 

(3)

 

34,714

 

 —

Professional service fee

 

  

 

7,541

 

10,550

Others

 

  

 

252,654

 

240,417

Accrued expenses and other payables

 

  

 

425,470

 

338,626

(1)

These amounts were held on behalf of home purchasers in respect of their down payments made for secondary property transactions of which legal title transfer from property sellers had not yet been completed. (see note 2(h)(ii))

(2)

The Group entered into franchise agreements with certain real estate agency companies which are granted with the right to use the Group’s brands, access of listings in the Group’s platform and other resources.

These amounts as of December 31, 2018 and 2019 represent the commission received on behalf of the real estate agency companies and guarantee deposits.

(3)

For those exclusive sales contracts with Sales Commitment Arrangements as described in note 2(l), the Group either enters into Self-Commitment Arrangements with the real estate developers directly or enters into Non-Group Commitment Arrangements under tri-party agreements with the real estate developers and the Group’s equity method investees. Under both of these arrangements, the Group is responsible to render the properties sales services as specified in the exclusive sales contracts.

For Self-Commitment Arrangements, the Group is required under the project sales contracts to advance the deposits and purchase any unsold properties at the Base Transaction Price at the end of exclusive sales period. The Group would either finance the entire deposits with its own fund or by entering into separate collaborative agreements with certain funds providers (the “Self-Commitment Collaborative Agreements”) that, are either independent third parties or the Group’s equity method investees, to fully or partially fund the deposits required. The funds providers provide the Group with the funds required and requested the funds to be designated for use in a specific Self-Commitment Arrangement. Pursuant to the Self-Commitment Collaborative Agreements, the Group is required to share with the funds provider a portion of the Base Commission Income and any Sales Incentive Income earned, based on the agreed profit sharing arrangements. However, the Group does not commit or guarantee them any minimum return. Also, there is no limit on the reward that accrues to either the Group or the funds providers. The amounts of profit shared with the funds providers under the Self-Commitment Collaborative Agreements are recorded in “Cost of revenue” in the Consolidated Statements of Comprehensive Income (Loss). The funds provided by these independent third parties or equity method investees to the Company to fulfil the deposits requirement under the Self-Commitment Arrangements are recorded as “Amounts due to third parties under collaborative agreements” or “Amounts due to equity method investees under collaborative agreements”. The deposits paid by the Group to the property developers, either using entirely its own funds or combining its own funds with funds provided by funds providers, are recorded as “Deposits with real estate developers” on the Consolidated Balance Sheets. The Group has not entered into any Self-Commitment Arrangements with real estate developers from 2018 onwards, all amounts due to third parties and equity method investees under collaboration agreements were fully repaid during the year ended December 2018.

For Non-Group Commitment Arrangements, the equity method investees of the Group are obliged to pay the deposits required directly to the real estate developers and subject to the commitment to purchase any unsold properties at the Base Transaction Price at the end of exclusive sales period. No payable to the equity method investees or deposits with real estate developers were recorded on the Consolidated Balance Sheets in respect of the deposits payments or refund transactions directly made by the funds providers to property developers, as the Group is not the obligator for such deposit payments or the purchase commitment regarding the unsold properties. The Group would enter into separate collaborative agreements (the “Non-Group Collaborative Agreements”) to set out the basis of sharing of the Base Commission Income and any Sales Incentive Income earned, with the equity method investees under the Non-Group Commitment Arrangements. And the Group does not commit or guarantee them any minimum return. Also, there is no limit on the reward that accrues to either the Group or these equity method investees.

Under certain Non-Group Commitment Arrangements entered into amongst the Group, the equity method investees and real estate developers in 2019, the equity method investee (i.e. fund provider) has the option to withdraw from the arrangement by paying a penalty to the real estate developer at any time during the term of the arrangement. The withdrawal penalty is based on either not more than 10% of the total Based Transaction Price of all properties or not more than 10% of the Based Transaction Price of the unsold properties at the withdrawal date.  The Group is not responsible for the penalty payment.  Upon the withdrawal by the fund provider, the Non-Group Commitment Arrangement would be terminated and the Group would cease to have the right of exclusive sales.  The withdrawal option of the fund provider is included in all outstanding Non-Group Commitment Arrangements as of December 31, 2019.  There was no such withdrawal of the fund provider during the year ended December 31, 2019.

Although the Group is responsible to design and execute the overall sales plan as well as managing and directing its Registered Agents to facilitate the property transactions, the equity method investees do not simply provide financial resources but also participate in these processes through joint evaluation with the Group about the marketability of the specified properties and their pricing strategy. The Non-Group Collaborative Arrangements are accounted for under ASC 808 with costs incurred and revenue generated by the Group and the equity method investees reported in their respective Consolidated Statements of Comprehensive Income (Loss). Revenue earned from the real estate developer for property sales contracts with Non-Group Collaborative Agreements simultaneously entered with equity method investees are presented on a gross basis with the Base Commission Income and Sales Incentive Income recognized as “Revenue” and the amounts of profit shared with equity method investees recorded in “Cost of Revenue” in the Consolidated Statements of Comprehensive Income (Loss) as the Group is deemed to be the principal under these arrangements.

During the years ended December 31, 2018 and 2019, the Group earned Base Commission Income of RMB182,358 and RMB166,265 and Sales Incentive Income of RMB164,621 and RMB25,584 for those exclusive sales contracts with Sales Commitment Arrangements, respectively. Included in the total income earned from these Sales Commitment Arrangements during the years ended December 31, 2018 and 2019 was an amount of RMB260,235 and RMB191,849, respectively, that were related to Sales Commitment Arrangements with either Self-Commitment or Non-Group Collaborative Agreements, pursuant to which the Group shared RMB55,081 and RMB76,525 with the funds providers (including the Group’s equity method investees).

v3.20.1
Share-Based Compensation
12 Months Ended
Dec. 31, 2019
Share-Based Compensation  
Share-Based Compensation

16.    Share-Based Compensation

On December 21, 2018, the Group adopted the 2018 Share Incentive Plan (“2018 Plan”).

Under the 2018 Plan, the Board of Directors has approved that a maximum aggregate number of shares that may be issued pursuant to all awards granted under the 2018 Plan shall be 260,454,163 shares.

All stock options granted under the 2018 Plan are not exercisable until the consummation of the Group’s IPO and certain of the option granted to employees are required to render service to the Group in accordance with a stipulated service schedule under which an employee earns an entitlement to vest in 30% of his option grants at the end of each of the first two years and 40% at the end of the third year of completed service.

Prior to the completion of the IPO, the stock options granted to the employees and directors shall be forfeited upon the termination of employment of the employees and directors.

The following table sets forth the stock options activity for the years ended December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

average

 

Weighted

 

 

 

 

average

 

remaining

 

average

 

 

Number of

 

exercise

 

contractual

 

grant date

 

 

shares

 

price

 

term

 

fair value

 

    

 

    

US$

    

 

    

US$

Outstanding as of December 31, 2017

 

 —

 

 —

 

 —

 

 —

 -Grant

 

175,978,312

 

0.0000001

 

 5

 

1.38

 -Forfeited

 

 —

 

 —

 

 —

 

 —

Outstanding as of December 31, 2018

 

175,978,312

 

0.0000001

 

4.97

 

1.38

 -Grant to Employees

 

2,809,000

 

0.0000001

 

4.5

 

1.4

 -Forfeited

 

(74,243,734)

 

0.0000001

 

4.3

 

1.38

Outstanding as of December 31, 2019

 

104,543,578

 

0.0000001

 

3.98

 

1.37

Exercisable as of December 31, 2019

 

66,176,296

 

0.0000001

 

3.98

 

1.38

 

In determining the grant date fair value of the Company’s ordinary shares for purposes of recording share-based compensation in connection with stock options, the Group, with the assistance of an independent valuation firm, evaluated the use of three generally accepted valuation approaches: market, cost and income approaches to estimate our enterprise value. The Group considered the market and cost approaches as inappropriate for valuing the Company’s ordinary shares because no exactly comparable market transaction could be found for the market valuation approach and the cost approach does not directly incorporate information about the economic benefits contributed by our business operations. Consequently, the Group relied solely on the income approach in determining the fair value of the Company’s ordinary shares. This method eliminates the discrepancy in the time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic uncertainties in relation to the Group.

The income approach involves applying discounted cash flow analysis based on the Group’s projected cash flow using management’s best estimate as of the valuation dates. Estimating future cash flow requires the Group to analyze projected revenue growth, gross margins, operating expense levels, effective tax rates, capital expenditures, working capital requirements, and discount rates. The Group’s projected revenues were based on expected annual growth rates derived from a combination of historical experience and the general trend in this industry. The revenue and cost assumptions used are consistent with our long-term business plan and market conditions in this industry. The Group also has to make complex and subjective judgments regarding its unique business risks, its limited operating history, and future prospects at the time of grant.

Options granted to Grantees were measured at fair value on the dates of grant using the Binomial Option Pricing Model with the following assumptions:

 

 

 

 

 

 

 

 

 

2018

 

2019

 

Expected volatility

 

60

%

60

%

Risk-free interest rate (per annum)

 

3.7

%

2.8

%

Exercise multiple

 

2.2

 

2.2

 

Expected dividend yield

 

0

%

0

%

Contractual term (in years)

 

 5

 

 5

 

 

The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Group’s options. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Group’s options in effect at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of empirical studies on the actual exercise behavior of employees. The expected dividend yield is zero as the Group has never declared or paid any cash dividends on its shares, and the Group does not anticipate any dividend payments in the foreseeable future. The expected term is the contract life of the option.

For the Group's stock options granted, the completion of an IPO is considered to be a performance condition of the awards. An IPO is not considered by management to be probable until it is completed. Under ASC 718, compensation cost should be accrued if it is probable that the performance condition will be achieved. As a result, no compensation expense will be recognized related to these options until the consummation of an IPO, and hence no share-based compensation expense was recognized for the year ended December 31, 2018. For the year ended December 31, 2019, the Company recognized RMB745,873 share-based compensation expenses relating to the 2018 Plan.

As of December 31, 2019, RMB150,095 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 1.32 years.

v3.20.1
Related Party Balance and Transactions
12 Months Ended
Dec. 31, 2019
Related Party Balance and Transaction  
Related Party Balance and Transaction

20.    Related Party Balance and Transactions

During the years ended December 31, 2017, 2018 and 2019, the Group had the following material related party transactions with its equity method investees and affiliates:

 

 

 

 

 

 

 

 

 

 

For the year ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Transactions with related parties

 

 

 

  

 

  

(1) Base commission income and Sales incentive income shared with related parties under Self-Commitment and Non-Group Collaborative Agreements (see note 12(3))

 

 

 

  

 

  

Gefei Wenqin

 

24,656

 

 —

 

 —

Gefei Chengyun

 

17,231

 

 —

 

 —

Jiushen

 

1,850

 

 —

 

 —

Jiufeng

 

9,999

 

 —

 

 —

Jiusheng

 

 —

 

16,985

 

261

Jiuchuan

 

1,566

 

13,428

 

12,727

Jiuyi

 

 —

 

 —

 

10,934

Decheng

 

 —

 

585

 

2,957

Tianye

 

 —

 

3,673

 

8,836

Qianli

 

 —

 

11,189

 

 —

Yunde

 

 —

 

 —

 

11,622

Detong

 

 —

 

 —

 

3,538

Qixing

 

 —

 

 —

 

2,576

Jiuzhen

 

 —

 

 —

 

5,074

Deyan

 

 —

 

 —

 

15,270

 

 

55,302

 

45,860

 

73,795

 

Under the respective Non-Group Commitment Agreements, the equity method investees above are parties under tri-party agreements pursuant to which they directly advanced the deposits to the real estate developers for the year ended December 31, 2018 and 2019.

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

(2) Base commission income shared with related party under Exclusive Sales Contracts without Sales Commitment Arrangement

 

  

 

  

 

  

Derong

 

 —

 

 —

 

11,414

 

 

 —

 

 —

 

11,414

 

 

 

 

 

 

 

Total

 

55,302

 

45,860

 

85,209

 

During the year ended December 31, 2019, Derong entered an Exclusive Sales Contracts which is required to directly advance deposit to the real estate developers while neither the Group nor Derong is required to purchase any unsold unit of properties at the end of the exclusive sales period.

 

During the year ended December 31, 2019, a company owned by one of the founder’s spouse, and one of the Company’s equity method investment, Jiushi, pledged their real estate properties as collateral of the bank borrowings of the Group (see note 10).

 

As further described in note 2(s), during the year ended December 31, 2019, the Group recognized revenue of RMB28,877 related to parking space transaction facilitating services provided to Shenzhen Jinyiyun and the relevant real estate agents. Certain directors and management of the Company are principal shareholders of Shenzhen Jinyiyun.

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Amounts due to related parties

 

  

 

  

(1) Payables for income shared under Self-Commitment and Non-Group Collaborative  Agreements (see note 12(3))

 

  

 

  

Gefei Chengyun

 

11,374

 

10,759

Jiushen

 

1,263

 

1,263

Jiufeng

 

1,769

 

301

Jiusheng

 

19,912

 

 2

Jiuchuan

 

13,428

 

11,154

Jiuyi

 

 —

 

13,190

Decheng

 

479

 

3,029

Tianye

 

3,673

 

11,382

Qianli

 

10,581

 

 —

Yunde

 

 —

 

9,730

Detong

 

 —

 

3,538

Qixing

 

 —

 

2,464

Jiuzhen

 

 —

 

2,348

Tianlin

 

 —

 

3,219

Deyan

 

 —

 

6,893

Jiushi

 

 —

 

15

 

 

62,479

 

79,287

 

 

 

 

 

(2) Payables for funds provided under Self-Commitment Collaborative Agreements (see note 12(3))

 

  

 

  

Jiusheng

 

34,714

 

 —

 

 

34,714

 

 —

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

(3) Payables for Base Commission Income shared with related party under Exclusive Sales Contracts without Sales Commitment Arrangement

 

 

 

 

Derong

 

 —

 

11,414

 

 

 —

 

11,414

 

 

 

 

 

(4) Other payables

 

 

 

 

Amount due to Jiushen

 

 —

 

2,909

Amount due to Jiuyi

 

 —

 

6,690

Shanghai Chongkai Enterprise Management
(LLP) ("Chongkai")

 

 —

 

5,085

 

 

 —

 

14,684

 

 

 

 

 

Total

 

97,193

 

105,385

 

Geifei Wenqin, Jiuchuan, Jiuyi, Decheng, Tianye, Qianli, Yunde, Gefei chengyun, Jiushen, Detong, Derong, Qixing, Jiuzhen, Deyan and Jiushi are equity method investees of the Group.

Jiusheng and Jiufeng are subsidiaries of Jiushen.

Chongkai is a company owned by two of the founders and certain management of the Group.

v3.20.1
Revenue information (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Revenue information        
Total revenue $ 517,027 ¥ 3,599,436 ¥ 2,282,216 ¥ 1,798,521
Base commission from transactions        
Revenue information        
Total revenue   3,454,957 2,034,115 1,652,032
Innovation initiatives and other value-added services        
Revenue information        
Total revenue   ¥ 144,479 ¥ 248,101 ¥ 146,489
v3.20.1
Accounts receivable, net - Movement of allowance for doubtful accounts (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Accounts receivable, net      
Balance at the beginning of the year ¥ 86,417 ¥ 46,900 ¥ 43,084
Provision for the year 55,839 39,517 8,014
Write-off     (4,198)
Balance at the end of the year ¥ 142,256 ¥ 86,417 ¥ 46,900
v3.20.1
Prepayments and other assets - Aging of loans receivable (Details) - CNY (¥)
¥ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Financing Receivable, Past Due [Line Items]    
Total past Due ¥ 26,346 ¥ 38,460
Current 48,440 36,721
Total loans 74,786 75,181
1-29 days past Due    
Financing Receivable, Past Due [Line Items]    
Total past Due 2,109 26,945
30-89 days past Due    
Financing Receivable, Past Due [Line Items]    
Total past Due   2,538
90-179 days past Due    
Financing Receivable, Past Due [Line Items]    
Total past Due 5,434 2,482
Over 180 days past Due    
Financing Receivable, Past Due [Line Items]    
Total past Due ¥ 18,803 ¥ 6,495
v3.20.1
Commitments and Contingencies - Additional Information (Details) - CNY (¥)
¥ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Commitments and Contingencies    
Capital investment commitment ¥ 502,661 ¥ 616,891
v3.20.1
Parent only financial information - Condensed statements of cash flows (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Condensed Financial Statements, Captions [Line Items]        
Net cash provided by (used in) operating activities $ 17,025 ¥ 118,511 ¥ 129,478 ¥ (674,426)
Cash flows from investing activities:        
Investment in short-term investments (65,524) (456,167) (1,267,483) (756,000)
Net cash used in investing activities (21,806) (151,809) (349,859) 212,127
Cash flows from financing activities:        
Proceeds from initial public offering, net of offering cost 71,596 498,436    
Net cash provided by financing activities 85,241 593,436 (268,100) 663,100
Effect of exchange rate changes on cash and cash equivalents (2,944) (20,484) 19,076 (40,020)
Net (decrease) increase in cash, cash equivalents and restricted cash 77,516 539,654 (469,405) 160,781
Cash, cash equivalents and restricted cash at the beginning of the year 114,082 794,218 1,263,623 1,102,842
Cash, cash equivalents and restricted cash at the end of the year $ 191,598 1,333,872 794,218 1,263,623
Reportable Legal Entities | Parent Company        
Condensed Financial Statements, Captions [Line Items]        
Net cash provided by (used in) operating activities   (883) 25 (2,479)
Cash flows from investing activities:        
Investments in and amounts due from subsidiaries, the VIE and VIE's subsidiaries   (64,295)   (660,531)
Investment in short-term investments   (380,901)    
Proceeds from redemption of short-term investments   380,901    
Net cash used in investing activities   (64,295)   (660,531)
Cash flows from financing activities:        
Proceeds from initial public offering, net of offering cost   498,436    
Net cash provided by financing activities   498,436    
Effect of exchange rate changes on cash and cash equivalents   (2,265) 1 (18,742)
Net (decrease) increase in cash, cash equivalents and restricted cash   430,993 26 (681,752)
Cash, cash equivalents and restricted cash at the beginning of the year   36 10 681,762
Cash, cash equivalents and restricted cash at the end of the year   ¥ 431,029 ¥ 36 ¥ 10
v3.20.1
Equity Method Investments - Limited Partnerships (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Equity Method Investments        
Aggregated Carrying Amount Of Equity Method Investees ¥ 574,929 ¥ 341,826    
Maximum amount of additional capital commitment 502,661 616,891    
Maximum exposures to the losses of the limited partnerships 1,077,590 958,717    
Capital Investments 579,492 383,958 ¥ 61,000  
Return of capital ¥ (358,558) (146,858) 17,500  
Gefei Wenqin        
Equity Method Investments        
Return of capital     16,000  
Gefei Chengyun        
Equity Method Investments        
Capital Investments     1,000  
Return of capital   ¥ (18,719) 1,500  
Equity Method Investment, Ownership Percentage 20.00% 20.00%    
Jiushen        
Equity Method Investments        
Capital Investments ¥ 17,000 ¥ 65,000 35,000  
Return of capital ¥ (2,200)      
Equity Method Investment, Ownership Percentage 10.00% 10.00%    
Jiuchang        
Equity Method Investments        
Capital Investments     5,000  
Return of capital ¥ (2,620) ¥ (2,380)    
Equity Method Investment, Ownership Percentage   49.95%    
Shiguan        
Equity Method Investments        
Capital Investments     ¥ 20,000  
Return of capital ¥ (20,000)      
Equity Method Investment, Ownership Percentage 27.60% 27.60%    
Jiuchuan        
Equity Method Investments        
Capital Investments   ¥ 16,687    
Return of capital ¥ (5,569)      
Equity Method Investment, Ownership Percentage 10.00% 10.00%    
Decheng        
Equity Method Investments        
Capital Investments   ¥ 463    
Equity Method Investment, Ownership Percentage 2.00% 2.00%    
Tianye        
Equity Method Investments        
Capital Investments ¥ 18,455 ¥ 25,300    
Return of capital ¥ (12,049)      
Equity Method Investment, Ownership Percentage 26.00% 26.00%    
Qianli        
Equity Method Investments        
Capital Investments   ¥ 2,807    
Return of capital ¥ (2,094) ¥ (713)    
Equity Method Investment, Ownership Percentage   16.00%    
Jiuyi        
Equity Method Investments        
Capital Investments 127,985 ¥ 155,333    
Return of capital ¥ (169,152) ¥ (87,853)    
Equity Method Investment, Ownership Percentage 20.00% 20.00%    
Jiuyu        
Equity Method Investments        
Capital Investments   ¥ 26,000    
Return of capital ¥ (19,924) ¥ (6,076)    
Equity Method Investment, Ownership Percentage   20.00%    
Jiuzhen        
Equity Method Investments        
Capital Investments ¥ 2,250 ¥ 33,000    
Return of capital   ¥ (31,117)    
Equity Method Investment, Ownership Percentage 20.00% 20.00%    
Yunde        
Equity Method Investments        
Capital Investments ¥ 55,935 ¥ 50,400    
Return of capital ¥ (64,993)      
Equity Method Investment, Ownership Percentage 20.00% 20.00%    
Deyan        
Equity Method Investments        
Capital Investments   ¥ 8,968    
Return of capital ¥ (3,968)      
Equity Method Investment, Ownership Percentage 20.00% 20.00%    
Detong        
Equity Method Investments        
Capital Investments ¥ 31,000      
Return of capital ¥ (16,184)      
Equity Method Investment, Ownership Percentage 40.00%      
Derong        
Equity Method Investments        
Capital Investments ¥ 55,555      
Return of capital ¥ (555)      
Equity Method Investment, Ownership Percentage 37.00%      
Jiushi        
Equity Method Investments        
Capital Investments ¥ 185,000      
Return of capital ¥ (29,250)      
Equity Method Investment, Ownership Percentage 40.00%      
Qixing        
Equity Method Investments        
Capital Investments ¥ 8,752      
Equity Method Investment, Ownership Percentage 15.70%      
Ruokun        
Equity Method Investments        
Capital Investments ¥ 5,000      
Equity Method Investment, Ownership Percentage 20.00%      
Deyu        
Equity Method Investments        
Capital Investments ¥ 70,360      
Return of capital ¥ (10,000)      
Equity Method Investment, Ownership Percentage 40.00%      
Honggeng        
Equity Method Investments        
Capital Investments ¥ 2,200      
Equity Method Investment, Ownership Percentage 20.00%      
Shanghai Qinlin Information Technology Co., Ltd        
Equity Method Investments        
Equity Method Investment, Ownership Percentage     30.00%  
Shanghai Gefei Fangdd Asset Management Ltd        
Equity Method Investments        
Equity Method Investment, Ownership Percentage 40.00% 40.00%   40.00%
v3.20.1
Loss per share (Tables)
12 Months Ended
Dec. 31, 2019
Loss per share  
Schedule of Basic and diluted net loss per share

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

  

2017

  

2018

  

2019

 

 

RMB

 

RMB

 

RMB

Numerator:

 

  

 

  

 

 

Net income (loss)

 

649

 

104,026

 

(510,387)

Accretion to preferred share redemption value

 

(228,468)

 

(248,186)

 

(116,308)

Deemed dividend to preferred shareholder

 

 —

 

 —

 

(642,174)

Numerator for basic and diluted net loss per share calculation

 

(227,819)

 

(144,160)

 

(1,268,869)

Denominator:

 

  

 

 

 

 

Weighted average number of ordinary shares

 

945,712,030

 

945,712,030

 

1,087,910,999

Denominator for basic and diluted net loss per share calculation

 

945,712,030

 

945,712,030

 

1,087,910,999

Net loss per ordinary share

 

  

 

  

 

 

—Basic and diluted

 

(0.24)

 

(0.15)

 

(1.17)

 

Schedule of Dilutive securities

 

 

 

 

 

 

 

 

 

As of December 31, 

 

    

2017

    

2018

    

2019

Series A-1 Preferred Shares

 

102,102,318

 

102,102,318

 

 —

Redeemable Convertible Preferred Shares

 

612,941,413

 

612,941,413

 

 —

Share options to employees

 

 —

 

175,978,312

 

104,543,578

Share options to Series C preferred shareholder

 

 —

 

 —

 

172,908,894

Total

 

715,043,731

 

891,022,043

 

277,452,472

 

v3.20.1
Taxation (Tables)
12 Months Ended
Dec. 31, 2019
Taxation  
Schedule of (Loss) income before provision for income taxes is attributable to the geographic locations

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Cayman

 

(2,479)

 

(74)

 

13,620

Hong Kong SAR

 

(134)

 

7,042

 

(2,490)

BVI

 

(1)

 

(18)

 

(2)

PRC, excluding Hong Kong SAR

 

5,629

 

101,509

 

(517,749)

 

 

3,015

 

108,459

 

(506,621)

 

Schedule of components of income tax expense

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Current income tax expense

 

3,277

 

6,540

 

2,588

Deferred income tax (benefit)

 

(911)

 

(2,107)

 

1,178

 

 

2,366

 

4,433

 

3,766

 

Schedule of reconciliation of actual income tax expense reported in the Consolidated Statements of Comprehensive Income (Loss) and amount computed by applying the PRC statutory income tax rate of 25% to income before income taxes

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Income/(loss) before tax

 

3,015

 

108,459

 

(506,621)

Income tax computed at PRC statutory tax rate

 

754

 

27,115

 

(126,655)

Tax rate differential not subject to PRC income tax

 

631

 

(576)

 

(3,193)

Non-deductible expense

 

4,147

 

2,245

 

151,990

Effect of preferential tax rate (Note*)

 

(3,102)

 

(5,153)

 

47,979

Change in valuation allowance

 

3,348

 

(8,651)

 

(56,920)

Additional deduction for research and development expenses

 

(3,412)

 

(8,732)

 

(9,700)

Tax-exempted income

 

 —

 

(2,306)

 

(1,440)

Late payment surcharge on uncertain tax position

 

 —

 

544

 

1,321

Other

 

 —

 

(53)

 

384

 

 

2,366

 

4,433

 

3,766

 

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Note* Shenzhen Fangdd enjoys a preferential income tax rate of 15% from 2014 to 2019 if all the criteria for HNTE status could be satisfied in the relevant year. Please refer to Note 13 – a) PRC section for details. Shenzhen Fangdd will renew the HNTE  status in 2020 and believes that it will obtain the HNTE status for an additional period of 3 years from 2020 to 2022.

Schedule of tax effects of temporary differences that give rise to the deferred income tax assets and liabilities

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Net operating loss carry forward

 

142,793

 

71,588

Allowance for doubtful accounts

 

17,208

 

27,229

Payroll and accrued expenses

 

2,148

 

2,898

Deductible advertisement expenses

 

158

 

94

Long-term equity investment impairment

 

 —

 

2,400

Total deferred tax assets

 

162,307

 

104,209

Less: Valuation allowance

 

(153,840)

 

(96,920)

Deferred tax assets

 

8,467

 

7,289

 

Schedule of movements of the valuation allowance

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at the beginning of the year

 

(159,143)

 

(162,491)

 

(153,840)

Changes of valuation allowances

 

(3,348)

 

8,651

 

56,920

Balance at the end of the year

 

(162,491)

 

(153,840)

 

(96,920)

 

Schedule of reconciliation of the beginning and ending amount of total unrecognized tax benefits

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Beginning balance

 

(812)

 

(3,697)

 

(12,646)

(Additions)/deduction

 

(2,885)

 

(8,949)

 

736

Ending balance

 

(3,697)

 

(12,646)

 

(11,910)

 

v3.20.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
$ / shares
shares
Dec. 31, 2019
CNY (¥)
¥ / shares
shares
Dec. 31, 2018
CNY (¥)
¥ / shares
shares
Dec. 31, 2017
CNY (¥)
¥ / shares
shares
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)        
Revenue $ 517,027 ¥ 3,599,436 ¥ 2,282,216 ¥ 1,798,521
Cost of revenue (408,284) (2,842,394) (1,805,588) (1,416,933)
Gross profit 108,743 757,042 476,628 381,588
Operating expenses:        
Sales and marketing expenses (6,952) (48,395) (59,099) (38,461)
Product development expenses (104,137) (724,983) (202,877) (191,662)
General and administrative expenses (74,754) (520,421) (145,277) (156,329)
Total operating expenses (185,843) (1,293,799) (407,253) (386,452)
(Loss) Income from operations (77,100) (536,757) 69,375 (4,864)
Other income (expenses):        
Interest expense, net (1,252) (8,719) (1,118) (13,034)
Foreign currency exchange (loss) gain, net 34 237 684 (787)
Gain on short-term investments 398 2,771 5,512 3,255
Impairment loss for long-term equity investment (2,298) (16,000)    
Government grants 3,211 22,351 8,792 12,402
Other income, net 1,110 7,724 5,648 3,141
Share of profit from equity method investees, net of income tax 3,127 21,772 19,566 2,902
Income (loss) before income tax (72,770) (506,621) 108,459 3,015
Income tax expense (541) (3,766) (4,433) (2,366)
Net income (loss) (73,311) (510,387) 104,026 649
Accretion of Redeemable Convertible Preferred Shares (16,707) (116,308) (248,186) (228,468)
Deemed dividend to preferred shareholder (92,243) (642,174)    
Net loss attributable to ordinary shareholders (182,261) (1,268,869) (144,160) (227,819)
Other comprehensive income (loss)        
Foreign currency translation adjustment, net of tax (13,554) (94,357) (119,487) 110,667
Total comprehensive income (loss), net of tax $ (86,865) ¥ (604,744) ¥ (15,461) ¥ 111,316
Net loss per share attributable to ordinary shareholders        
- Basic and diluted (in dollars per share) | (per share) $ (0.17) ¥ (1.17) ¥ (0.15) ¥ (0.24)
Weighted average number of ordinary shares outstanding used in computing net loss per share        
- Basic and diluted (in shares) 1,087,910,999 1,087,910,999 945,712,030 945,712,030
v3.20.1
Fair Value Measurement - Transfers (Details)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
CNY (¥)
Fair Value Measurement  
Transfers of assets from level 1 to level 2 ¥ 0
Transfers of assets from level 2 to level 1 0
Transfers of liabilities from level 1 to level 2 0
Transfers of liabilities from level 2 to level 1 0
Transfers in and out of level 3 ¥ 0
v3.20.1
Organization and principal activities - consolidated assets and liabilities information of the Group's VIE and VIE's subsidiaries (Details)
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
CONSOLIDATED BALANCE SHEETS      
Cash and cash equivalents $ 158,543 ¥ 1,103,747 ¥ 443,586
Restricted cash 33,055 230,125 350,632
Short-term investments 1,652 11,500 71,483
Accounts receivable, net 314,571 2,189,980 1,352,596
Prepayments and other current assets 27,962 194,668 210,996
Total current assets 535,783 3,730,020 2,429,293
Property, equipment and software, net 1,192 8,298 15,450
Aggregated carrying amount of the limited partnerships 83,206 579,263 346,159
Long-term equity investment 5,746 40,000 56,000
Deferred tax assets 1,047 7,289 8,467
Other non-current assets 1,042 7,255 23,915
Total non-current assets 92,233 642,105 449,991
Total assets 628,016 4,372,125 2,879,284
Short-term bank borrowings 70,384 490,000 395,000
Accounts payable 272,575 1,897,611 1,128,248
Customers' refundable fees (including customers' refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1) 6,452 44,916 41,697
Accrued expenses and other payables 48,641 338,626 425,470
Income tax payables 1 7 369
Total current liabilities 398,053 2,771,160 1,990,784
Non-current liabilities      
Income tax payables 1,711 11,910 12,646
Total non-current liabilities 1,711 11,910 12,646
Total liabilities $ 399,764 2,783,070 2,003,430
VIE      
CONSOLIDATED BALANCE SHEETS      
Short-term bank borrowings   490,000 395,000
Accounts payable   1,897,219 1,107,836
Customers' refundable fees (including customers' refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1)   44,916 41,697
Income tax payables   7 297
Non-current liabilities      
Income tax payables   11,061 11,916
VIE | Reportable Legal Entities      
CONSOLIDATED BALANCE SHEETS      
Cash and cash equivalents   645,332 415,456
Restricted cash   957 4,727
Short-term investments   11,500 21,600
Accounts receivable, net   2,189,980 1,352,596
Amount due from related parties [1]   3,095 1,794
Prepayments and other current assets   194,423 210,764
Total current assets   3,045,287 2,006,937
Property, equipment and software, net   8,298 15,450
Aggregated carrying amount of the limited partnerships   574,930 341,825
Long-term equity investment   40,000 56,000
Deferred tax assets   7,289 8,467
Other non-current assets   7,255 23,915
Total non-current assets   637,772 445,657
Total assets   3,683,059 2,452,594
Short-term bank borrowings   490,000 395,000
Accounts payable   1,897,219 1,107,836
Customers' refundable fees (including customers' refundable fees of consolidated VIE without recourse to the Company of RMB41,697 and RMB44,916 as of December 31, 2018 and 2019, respectively. Note 1)   44,916 41,697
Amounts due to related parties [1]   278,487 285,621
Accrued expenses and other payables   283,749 392,251
Income tax payables   7 297
Total current liabilities   2,994,378 2,222,702
Non-current liabilities      
Income tax payables   11,061 11,916
Long-term loan from a related party [2]   534,000 300,000
Total non-current liabilities   545,061 311,916
Total liabilities   ¥ 3,539,439 ¥ 2,534,618
[1] *    Amounts due from and to related parties represent the amounts due from and to Shanghai Fangdd Information Technology Co., Ltd., Shanghai Fangdd Software Technology Co., Ltd. and its subsidiaries, which are eliminated upon consolidation.
[2] **   Long-term loan from a related party represents entrusted loan with a 3year term at annual interest rate of 0.5%, which was borrowed by Shenzhen Fangdd during the year of 2018 and 2019 from Fangdd Information via Bank of China in Shenzhen, which are eliminated upon consolidation.
v3.20.1
Organization and principal activities
12 Months Ended
Dec. 31, 2019
Organization and principal activities  
Organization and principal activities

1.    Organization and principal activities

Fangdd Network Group Ltd. (the “Company”) was incorporated in the Cayman Islands on September 19, 2013 as an exempted company with limited liability under the Companies Law (2011 Revision) (as consolidated and revised) of the Cayman Islands. The registered office of the Company is at the offices of Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1‑1108, Cayman Islands.

The Company is an investment holding company. The Company, through its consolidated subsidiaries, variables interest entity and variables interest entity’s subsidiaries (together, “the Group”) is principally engaged in the provision of real estate information services through its online platform which also offers integrated marketing services for individual customers, real estate developers and agents in the People’s Republic of China (the “PRC”).

The accompanying Consolidated Financial Statements include the financial statements of the Company, its subsidiaries, variable interest entity (“VIE”) and the VIE’s subsidiaries.

Variable interest entity

The Group conducts the business in the PRC through Shenzhen Fangdd Network Technology Co. Ltd. (“Shenzhen Fangdd”), a limited liability company established under the laws of the PRC on October 10, 2011. Shenzhen Fangdd holds the necessary PRC operating licenses for the real estate agency and online business. The equity interests of Shenzhen Fangdd  are legally held by individuals who act as nominee equity holders of Shenzhen Fangdd on behalf of Shenzhen Fangdd Information Technology Co. Ltd. (“Fangdd Information”). Shenzhen Fangdd entered into a series of contractual agreements with its legal shareholders and Fangdd Information, including the Business Operation Agreement, Powers of Attorney, Equity Interest Pledge Agreements, Exclusive Option Agreements, Operation Maintenance Service Agreement and Technology Development and Application Service Agreement (collectively, the “Shenzhen Fangdd VIE Agreements”) in March 2014 and were subsequently amended in 2017 to reflect the registration of the Equity Interest Pledge Agreements with the relevant registration authority and amended when certain nominee equity holders transferred their nominal shareholdings in Shenzhen Fangdd to other nominee equity holders.

Pursuant to the Shenzhen Fangdd VIE Agreements, the Group, through Fangdd Information, is able to exercise effective control over, bears the risks of, enjoys substantially all of the economic benefits of Shenzhen Fangdd, and has an exclusive option to purchase all or part of the equity interests in Shenzhen Fangdd when and to the extent permitted by PRC law at a nominal price. The Company’s management concluded that Shenzhen Fangdd is a consolidated VIE of the Group and Fangdd Information is the primary beneficiary of Shenzhen Fangdd. As such, the financial results of Shenzhen Fangdd and its subsidiaries are included in the Consolidated Financial Statements of the Company.

The principal terms of the agreements entered into among Shenzhen Fangdd, the nominee equity holders and Fangdd Information are further described below.

·

Business Operation Agreement

Fangdd Information, Shenzhen Fangdd and Shenzhen Fangdd’s shareholders have entered into a business operation agreement, pursuant to which Shenzhen Fangdd and its shareholders undertake not to enter into any transactions that may have material effects on the Shenzhen Fangdd’s assets, obligations, rights or business operations without Fangdd Information’s prior written consent.

 

Additionally, Shenzhen Fangdd’s shareholders undertake that, without the Fangdd Information’s prior written consent, they shall not (a) sell, transfer, pledge or otherwise dispose of any rights associated with their equity interests in Shenzhen Fangdd, (b) approve any merger or acquisition of Shenzhen Fangdd, (c) take any actions that may have a material adverse effect on Shenzhen Fangdd’s assets, businesses and liabilities, or sell, transfer, pledge or otherwise dispose or impose other encumbrances of any assets, businesses or income of Shenzhen Fangdd, (d) request Shenzhen Fangdd to declare dividend or make other distribution, (e) amend Shenzhen Fangdd’s articles of association, (f) increase, decrease or otherwise change Shenzhen Fangdd’s registered capital. Fangdd Information may request Shenzhen Fangdd to transfer at any time all the intellectual property rights held by Shenzhen Fangdd to Fangdd Information or any person designated by Fangdd Information. Shenzhen Fangdd and certain of its shareholders, including Yi Duan, Jiancheng Li and Xi Zeng, shall be jointly and severally responsible for the performance of their obligations under this agreement. This agreement has a term of ten years, which may be extended upon Fangdd Information’s unilateral written confirmation prior to the expiry. Shenzhen Fangdd has no right of transfer without Fangdd information’s written confirmation or right of early termination while Fangdd Information may unilaterally transfer its rights and obligations under this agreement to third parties at any time through written notification and may early terminate this agreement via a 30‑day prior written notice.

·

Powers of Attorney

Each of the shareholders of Shenzhen Fangdd has issued a power of attorney, irrevocably appointing Mr. Jiancheng Li, a director of Fangdd Information, as such shareholder’s attorney-in-fact to exercise all shareholder rights, including, but not limited to, the right to call shareholders’ meeting, the right to vote on all matters of Shenzhen Fangdd that require shareholders’ approval, and the right to dispose of all or part of the shareholder’s equity interest in Shenzhen Fangdd, on behalf of such shareholder. The foregoing authorization is conditioned upon Mr. Jiancheng Li’s continuing directorship at Fangdd Information and Fangdd Information’s written consent to such authorization. In the event that Mr. Jiancheng Li ceases to serve as a director of Fangdd Information or that Fangdd Information requests the shareholders to terminate the authorization in writing, the power of attorney will terminate immediately and the shareholder shall then appoint any person designated by Fangdd Information as his or her attorney-in-fact to exercise all shareholder rights. Other than the foregoing circumstances, the power of attorney will remain in force until the termination of the business operation agreement and during its effective term, shall not be amended or terminated without consent of Fangdd Information.

·

Equity Interest Pledge Agreements

Each of the shareholders of Shenzhen Fangdd has entered into an equity interest pledge agreement with Fangdd Information and Shenzhen Fangdd, pursuant to which, the shareholders have pledged all of his or her equity interest in Shenzhen Fangdd to Fangdd Information to guarantee the performance by Shenzhen Fangdd and its shareholders of their obligations under the main contracts, which include technology development and application service agreement, the operation maintenance service agreement, the business operation agreement and the exclusive option agreements. Each shareholder of Shenzhen Fangdd agrees that, during the term of the equity interest pledge agreement, he or she will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Fangdd Information. The equity interest pledge agreements remain effective until Shenzhen Fangdd and its shareholders discharge all of their obligations under the main contracts. The Company has registered the equity pledge with the local branches of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law.

·

Exclusive Option Agreements

Fangdd Information, Shenzhen Fangdd and each of the Shenzhen Fangdd’s shareholders have entered into an exclusive option agreement, pursuant to which each of the Shenzhen Fangdd’s shareholders has irrevocably granted Fangdd Information an exclusive option, to the extent permitted by PRC law, to purchase, or have its designated person or persons to purchase, at its discretion all or part of the shareholder’s equity interests in Shenzhen Fangdd or all or part of Shenzhen Fangdd’s assets. The purchase price shall be a nominal price unless where PRC laws and regulations require valuation of the equity interests or the assets, or promulgates other restrictions on the purchase price, or otherwise prohibits purchasing the equity interests or the assets at a nominal price. If the PRC laws and regulations prohibit purchasing the equity interests or the assets at a nominal price, the purchase price shall be equal to the original investment of the equity interests made by such shareholders or the book value of the assets. Where PRC laws and regulations require valuation of the equity interests or the assets or promulgates other restrictions on the purchase price, the purchase price shall be the minimum price permitted under PRC laws and regulations. However, if the minimum price permitted under PRC laws and regulations exceed the original investment of the equity interests or the book value of the assets, Shenzhen Fangdd’s shareholders shall reimburse Fangdd Information the exceeded amount after deducting all taxes and fees paid under PRC laws and regulations. The shareholders of Shenzhen Fangdd undertake, among other things, that they shall not take any actions that may have material effects on Shenzhen Fangdd’s assets, businesses and liabilities, nor shall they appoint or replace any directors, supervisors and officers of Shenzhen Fangdd without Fangdd Information’s prior written consent. These agreements have terms of ten years, which may be extended upon Fangdd Information’s written confirmation prior to the expiry.

·

Operation Maintenance Service Agreement

Fangdd Information and Shenzhen Fangdd have entered into an operation maintenance service agreement, pursuant to which Fangdd Information has the exclusive right to provide Shenzhen Fangdd with operation maintenance services and marketing services. Without Fangdd Information’s written consent, Shenzhen Fangdd shall not engage any third party to provide the services covered by this agreement. Shenzhen Fangdd agrees to pay service fees on an annual basis and at an amount determined by Fangdd Information after taking into account factors such as the labor cost, facility cost and marketing expenses incurred by Fangdd Information in providing the services. Unless otherwise agreed by both parties, this agreement will remain effective until Fangdd Information ceases business operations.

·

Technology Development and Application Service Agreement

Fangdd Information and Shenzhen Fangdd have entered into a technology development and application service agreement, pursuant to which, Fangdd Information has the exclusive right to provide Shenzhen Fangdd with technology development and application services. Without Fangdd Information’s written consent, Shenzhen Fangdd shall not accept any technology development and application services covered by this agreement from any third party. Shenzhen Fangdd agrees to pay service fees on an annual basis and at an amount determined by Fangdd Information after taking into account multiple factors, such as the labor and time consumed for provision of the service, the type and complexity of the services provided, the difficulties in providing the service, the commercial value of services provided and the market price of comparable services. Unless otherwise agreed by the parties, this agreement will remain effective until Fangdd Information ceases business operations.

Risks in relation to Shenzhen Fangdd structure

In the opinion of the Company’s management, the contractual arrangements have resulted in Fangdd Information having the power to direct activities that most significantly impact Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries, including appointing key management, setting up operating policies, exerting financial controls and transferring profit or assets out of Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries at its discretion. Fangdd Information considers that it has the right to receive all the benefits and assets of Shenzhen Fangdd and Shenzhen Fangdd’ subsidiaries. As Shenzhen Fangdd and Shenzhen Fangdd’s subsidiaries were established as limited liability companies under the PRC law, their creditors do not have recourse to the general credit of Fangdd Information for the liabilities of Shenzhen Fangdd and VIE’s subsidiaries, and Fangdd Information does not have the obligation to assume the liabilities of Shenzhen Fangdd and VIE’ subsidiaries.

The Group has determined that Shenzhen Fangdd VIE Agreements are in compliance with PRC laws and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce Shenzhen Fangdd VIE Agreements.

If the PRC government finds that these contractual arrangements do not comply with its restrictions on foreign investment in the internet business, or if the PRC government otherwise finds that the Group, the VIE, or any of its subsidiaries is in violation of PRC laws or regulations or lack the necessary permits or licenses to operate the business, the relevant PRC regulatory authorities, including but not limited to the Ministry of Industry and Information Technology of the People’s Republic China (“MIIT”), which regulates internet information service companies, would have broad discretion in dealing with such violations, including:

·

revoking the business and operating licenses;

·

discontinuing or restricting the operations;

·

imposing fines or confiscating any of the income that they deem to have been obtained through illegal operations;

·

imposing conditions or requirements with which the Group or the PRC subsidiaries and affiliates may not be able to comply;

·

requiring the Company or the PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations;

·

placing restrictions on the right to collect revenues;

·

restricting or prohibiting the use of the proceeds from this offering to finance the business and operations of the VIE; and

·

taking other regulatory or enforcement actions that could be harmful to the business.

The imposition of any of these penalties could have a material and adverse effect on the business, financial condition and results of operations. If any of these penalties results in the inability to direct the activities of the VIE that most significantly impact its economic performance, and/or failure to receive the economic benefits from the VIE, the Group may not be able to consolidate the financial results of the VIE and its subsidiaries in Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles.

There is no VIE in which the Group has a variable interest but is not the primary beneficiary. Currently there is no contractual arrangement that could require the Group to provide additional financial support to Shenzhen Fangdd.

The following consolidated assets and liabilities information of the Group’s VIE and VIE’s subsidiaries as of December 31, 2018 and 2019, and consolidated operating results and cash flows information for the years ended December 31, 2017, 2018 and 2019, have been included in the accompanying Consolidated Financial Statements:

 

 

 

 

 

 

 

    

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Cash and cash equivalents

 

415,456

 

645,332

Restricted cash

 

4,727

 

957

Short-term investments

 

21,600

 

11,500

Accounts receivable, net

 

1,352,596

 

2,189,980

Amount due from related parties*

 

1,794

 

3,095

Prepayments and other current assets

 

210,764

 

194,423

Total current assets

 

2,006,937

 

3,045,287

Property, equipment and software, net

 

15,450

 

8,298

Equity method investments

 

341,825

 

574,930

Long-term equity investment

 

56,000

 

40,000

Deferred tax assets

 

8,467

 

7,289

Other non-current assets

 

23,915

 

7,255

Total non-current assets

 

445,657

 

637,772

Total assets

 

2,452,594

 

3,683,059

Short-term bank borrowings

 

395,000

 

490,000

Accounts payable

 

1,107,836

 

1,897,219

Customers’ refundable fees

 

41,697

 

44,916

Amounts due to related parties*

 

285,621

 

278,487

Accrued expenses and other payables

 

392,251

 

283,749

Income tax payables

 

297

 

 7

Total current liabilities

 

2,222,702

 

2,994,378

Non-current liabilities

 

  

 

  

Income tax payables

 

11,916

 

11,061

Long-term loan from a related party**

 

300,000

 

534,000

Total non-current liabilities

 

311,916

 

545,061

Total liabilities

 

2,534,618

 

3,539,439


*    Amounts due from and to related parties represent the amounts due from and to Shanghai Fangdd Information Technology Co., Ltd., Shanghai Fangdd Software Technology Co., Ltd. and its subsidiaries, which are eliminated upon consolidation.

**   Long-term loan from a related party represents entrusted loan with a 3‑year term at annual interest rate of 0.5%, which was borrowed by Shenzhen Fangdd during the year of 2018 and 2019 from Fangdd Information via Bank of China in Shenzhen, which are eliminated upon consolidation.

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Total revenue

 

1,798,521

 

2,282,216

 

3,599,436

Net income (loss)

 

6,237

 

107,511

 

(520,230)

Net cash (used in) provided by operating activities

 

(663,005)

 

116,937

 

103,298

Net cash provided by (used in) investing activities

 

214,872

 

(303,375)

 

(206,192)

Net cash provided by financing activities

 

663,100

 

31,900

 

329,000

Net increase (decrease) in cash, cash equivalents and restricted cash

 

214,967

 

(154,538)

 

226,106

Cash, cash equivalents and restricted cash at the beginning of the year

 

359,754

 

574,721

 

420,183

Cash, cash equivalents and restricted cash at the end of the year

 

574,721

 

420,183

 

646,289

 

v3.20.1
Summary of Significant Accounting Policies - Additional Information (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
item
Dec. 31, 2019
CNY (¥)
item
$ / ¥
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2016
CNY (¥)
Foreign Currency          
Foreign currency exchange (loss) gain, net $ 34 ¥ 237 ¥ 684 ¥ (787)  
Convenience Translation          
Transaction rate | $ / ¥   6.9618      
Restricted cash          
Collateral of short-term loan   ¥ 229,268 345,905    
Bank balances held on behalf of home purchasers   301 4,727    
Frozen bank balance for an undergoing lawsuit   556      
Accounts receivable, net          
Less: allowance for doubtful accounts   ¥ 142,256 86,417 46,900 ¥ 43,084
Percentage of accounts receivable represent output VAT 6.00% 6.00%      
Loans receivable, net          
Loan receivables   ¥ 54,194 30,728    
Deposits with real estate developers          
Percentage of base transaction price 100.00% 100.00%      
Property, equipment and software, net          
Impairment of long-lived assets   ¥ 0 0 0  
Value added taxes          
Vat rate 6.00% 6.00%      
Franchise Income          
Revenue $ 517,027 ¥ 3,599,436 2,282,216 1,798,521  
Sales and marketing expenses          
Advertising expenses   47,883 57,767 38,151  
Employee Benefits          
Employee social insurance benefits   54,958 45,010 60,679  
Leases          
Capital leases   ¥ 0 0 0  
Segment Reporting          
Number of operating segment | item 1 1      
Recent Accounting Pronouncements          
Non-cancellable operating lease   ¥ 26,965      
Minimum          
Loans receivable, net          
Term of Personal Loan 30 days 30 days      
Maximum          
Loans receivable, net          
Term of Personal Loan 5 years 5 years      
Franchise          
Franchise Income          
Revenue   ¥ 22,560 ¥ 17,748 ¥ 13,400  
Parking space transaction facilitating services          
Franchise Income          
Revenue   ¥ 28,877      
v3.20.1
Redeemable Convertible Preferred Shares - Redeemable Convertible Preferred Shares (Details)
$ / shares in Units, ¥ in Thousands, $ in Thousands
12 Months Ended
Nov. 01, 2019
shares
Oct. 08, 2019
CNY (¥)
shares
Jun. 30, 2015
USD ($)
$ / shares
shares
Jun. 30, 2015
CNY (¥)
shares
Jun. 12, 2014
USD ($)
$ / shares
shares
Jun. 12, 2014
CNY (¥)
shares
Oct. 25, 2013
USD ($)
$ / shares
shares
Oct. 25, 2013
CNY (¥)
shares
Dec. 31, 2019
item
shares
Jun. 12, 2019
Dec. 31, 2018
shares
Dec. 31, 2017
shares
Dec. 31, 2016
shares
Redeemable Convertible Preferred Shares                          
Rounds of financing issuing preferred shares since inception | item                 4        
Redemption price (as a percent)                   150.00%      
Liquidation preference, percentage of original issue price                 150.00%        
Series A preferred shares                          
Redeemable Convertible Preferred Shares                          
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares)             259,257,900 259,257,900          
Series A-1 Convertible Preferred Shares                          
Redeemable Convertible Preferred Shares                          
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares)             111,110,000 111,110,000          
Shares repurchased (in shares)     9,007,682 9,007,682                  
Total consideration on shares repurchased     $ 7,000 ¥ 42,000                  
Shares issued for each shares converted             1            
Series A-2 Redeemable Convertible Preferred Shares                          
Redeemable Convertible Preferred Shares                          
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares)             148,147,900 148,147,900          
Shares issue price per share | $ / shares             $ 0.07            
Total consideration on shares issued             $ 9,830 ¥ 58,980          
Series B Redeemable Convertible Preferred Shares                          
Redeemable Convertible Preferred Shares                          
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares)         177,834,496 177,834,496              
Shares issue price per share | $ / shares         $ 0.25                
Total consideration on shares issued         $ 45,000 ¥ 276,764              
Threshold minimum percentage of outstanding preferred share holders to provide written consent                 75.00%        
Series C Redeemable Convertible Preferred Shares                          
Redeemable Convertible Preferred Shares                          
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares)     286,959,017 286,959,017                  
Shares issue price per share | $ / shares     $ 0.78                    
Total consideration on shares issued     $ 223,000 ¥ 1,364,046                  
Ordinary shares                          
Redeemable Convertible Preferred Shares                          
Shares repurchased (in shares)     29,596,670 29,596,670                  
Total consideration on shares repurchased     $ 23,000 ¥ 140,612                  
Shares issued for each shares converted                     1 1 1
Class A ordinary shares                          
Redeemable Convertible Preferred Shares                          
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares) 150,000,000               162,504,475        
Series C preferred shareholder | Class A ordinary shares                          
Redeemable Convertible Preferred Shares                          
Stock Options Granted   172,908,894                      
Stock options, Threshold exercisable period   61 days                      
Grant date fair value of stock options granted | ¥   ¥ 642,174                      
v3.20.1
Taxation - Income Tax Rates (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Jan. 01, 2018
HKD ($)
Jan. 02, 2008
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
Income Tax Disclosure [Line Items]          
Statutory tax rate (as a percent)     25.00% 25.00% 25.00%
Hong Kong          
Income Tax Disclosure [Line Items]          
Statutory tax rate (as a percent)     16.50%    
Amount of assessable profits under lowered tax rate | $ $ 2,000        
Percentage of lowered income tax rate (as a percent) 8.25%        
PRC          
Income Tax Disclosure [Line Items]          
Statutory tax rate (as a percent)     25.00%    
Withholding Tax Rate   10.00%      
Undistributed earnings | ¥     ¥ 8,909 ¥ 8,557  
PRC | HNTE          
Income Tax Disclosure [Line Items]          
Preferential tax rate (as a percent)     15.00% 15.00% 15.00%
v3.20.1
Long-term equity investment (Details)
¥ in Thousands, $ in Thousands
1 Months Ended 12 Months Ended
Sep. 05, 2018
CNY (¥)
shares
Jul. 07, 2018
CNY (¥)
shares
Dec. 31, 2019
CNY (¥)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Long-term equity Investments          
Impairment charges     ¥ 16,000 $ 2,298 ¥ 16,000
Haofangtong          
Long-term equity Investments          
Number Of Shares Purchased Equity Securities Without Readily Determinable Fair Value 4,029,543        
Ownership percentage acquired 7.00%        
Percentage Ownership For Additional Shares That Can Be Purchased Equity Securities Without Readily Determinable Fair Value 19        
Consideration for purchase of financial instruments | ¥ ¥ 56,000        
Purchase Price Set For Additional Shares That Can Be Purchased Equity Securities Without Readily Determinable Fair Value | ¥ ¥ 32,000        
Haofangtong | Scenario, Plan [Member]          
Long-term equity Investments          
Expected Cumulative Percentage Ownership After All Transactions   26.00%      
Number Of Shares Purchased Equity Securities Without Readily Determinable Fair Value   4,029,543      
Number Of Additional Shares That Can Be Purchased Equity Securities Without Readily Determinable Fair Value   10,937,339      
Ownership percentage acquired   7.00%      
Percentage Ownership For Additional Shares That Can Be Purchased Equity Securities Without Readily Determinable Fair Value   19      
Consideration for purchase of financial instruments | ¥   ¥ 56,000      
Purchase Price Set For Additional Shares That Can Be Purchased Equity Securities Without Readily Determinable Fair Value | ¥   ¥ 32,000      
v3.20.1
Taxation - Operating losses carry forwards (Details)
¥ in Thousands
Dec. 31, 2019
CNY (¥)
Taxation  
Net operating losses carry forwards ¥ 284,029
Net operating losses carry forwards, expire in December 31, 2020, if unused 4,053
Net operating losses carry forwards, expire in December 31, 2021, if unused 73,599
Net operating losses carry forwards, expire in December 31, 2022, if unused 152,419
Net operating losses carry forwards, expire in December 31, 2023, if unused 45,659
Net operating losses carry forwards, expire in December 31, 2024, if unused ¥ 8,299
v3.20.1
Prepayments and other assets
12 Months Ended
Dec. 31, 2019
Prepayment and other assets  
Prepayments and other assets

6.    Prepayments and other assets

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

 

 

2018

 

2019

 

    

 

    

RMB

    

RMB

Loans receivable, net

 

(1)

 

74,068

    

70,531

Rental and other deposits

 

  

 

10,258

 

6,993

Security deposits with real estate developers

 

(2)

 

106,528

 

72,573

Deposits for investments

 

(3)

 

20,246

 

3,155

Others

 

 

 

23,811

 

48,671

Prepayments and other assets

 

  

 

234,911

 

201,923

Current Portion

 

 

 

210,996

 

194,668

Non-Current Portion

 

  

 

23,915

 

7,255

Total prepayments and other assets

 

  

 

234,911

 

201,923


(1)    Loans receivable, net

 

 

 

 

 

 

 

 

As of December 31, 

 

    

2018

    

2019

 

 

RMB

 

RMB

Secured personal loans

 

31,467

 

16,741

Unsecured personal loans

 

43,714

 

58,045

 

 

75,181

 

74,786

Less: allowance for doubtful loans

 

(1,113)

 

(4,255)

Loans receivables, net

 

74,068

 

70,531

Current Portion

 

70,399

 

66,431

Non-Current Portion

 

3,669

 

4,100

Total loans

 

74,068

 

70,531

 

As of December 31, 2018 and 2019, loans receivables are primarily personal loans made to home purchasers, home owners and Registered Agents and the Group’s employees. These loans have an original term from 30 days to 5 years and carry interest rates between 3.6%~24% per annum.

On December 25, 2017, the Group entered into a one-year arrangement with an independent third party trust, under which the Group would refer home owners on their platform to obtain personal loans from the trust. The Group is entitled to a loan facilitation fee ranging from 0.8% to 4% of the amounts of completed loan transactions. The personal loans are secured by the home owners’ properties. The Group provided guarantee on the principal and interest repayment of the loans to the trust and committed to purchase all the unpaid loans principal and accrued interests due from the home owners upon the end of the arrangement on December 25, 2018. Such guarantee was accounted for a derivative during the one-year agreement period under ASC 815 and the Group has determined that its fair value to be immaterial. On December 25, 2018, the Group purchased from the trust, pursuant to the arrangement, unpaid secured loans at a consideration of RMB21,424, determined based on the outstanding principal and interest payable by the home owners. These loans have been recorded in secured loans receivables of RMB21,424 and  RMB14,760 on the consolidated balance sheet as at December 31, 2018 and 2019, with an allowance of doubtful loans of RMB3.1 million was made as of December 31, 2019.

The following table sets forth the activity in the allowance for doubtful loans for the years ended December 31, 2018 and 2019:

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at the beginning of the year:

 

1,324

 

1,411

 

1,113

Provision (Reversal) for the year

 

2,701

 

(493)

 

3,142

Write-off

 

(2,614)

 

 —

 

 —

Collection of previously written-off debtors

 

 —

 

195

 

 —

Balance at the end of the year

 

1,411

 

1,113

 

4,255

 

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs periodic evaluation of the adequacy of the allowance. The allowance is based on the Group’s past loan loss history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, composition of the loan portfolio, current economic conditions and other relevant factors. The allowance is calculated at portfolio-level since the loans portfolio is typically of smaller balance homogenous loans and is collectively evaluated for impairment. In estimating the probable loss of the loan portfolio, the Group also considers qualitative factors such as current economic conditions and/or events in specific industries and geographical areas, including unemployment levels, trends in real estate values, peer comparisons, and other pertinent factors such as regulatory guidance.

The following table sets forth the aging of loans receivable as of December 31, 2018 and 2019.

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

1-29 days past Due

 

26,945

 

2,109

30-89 days past Due

 

2,538

 

 —

90-179 days past Due

 

2,482

 

5,434

Over 180 days past Due

 

6,495

 

18,803

Total past Due

 

38,460

 

26,346

Current

 

36,721

 

48,440

Total loans

 

75,181

 

74,786


(2)

The Group is required to advance certain deposits to obtain the exclusive selling right for a limited period of time even under exclusive sales contract without Sales Commitment Arrangement. The exclusive sales period normally last for a few months. Full deposits amounts are refundable at the end of the exclusive sales period.

(3)

The Group deposited investment funds of RMB16,246 and RMB3,155 for acquiring equity interests over certain limited partnerships as of December 31, 2018 and 2019, respectively. The Group had also deposited RMB4,000 for an investment to Guangxi Youju Technology Ltd (“Youju”) as of December 31, 2018 subject to fulfillment of certain closing conditions. On May 15, 2019, a supplemental agreement was entered to terminate the capital injection agreement of Youju and refunded RMB4,000 to the Group in June 2019.

 

v3.20.1
Short-term bank borrowings
12 Months Ended
Dec. 31, 2019
Short-term bank borrowings  
Short-term bank borrowings

10.    Short-term bank borrowings

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Bank loans

 

395,000

 

490,000

 

The weighted average interest rates of bank loans as of December 31, 2018 and 2019 are 4.94% and 5.5%, respectively. All bank loans as of December 31, 2018 and 2019 are secured.

From February to July 2018, the Group borrowed a one-year short-term loan of total RMB296,000 from China Merchants Bank, at annual interest rate ranging from 4.35% to 5.66%. Placement of cash deposits of US$50,400 (equivalent to RMB345,996) in US$ deposit in China Merchants Bank was provided by a subsidiary of the Group, FDD Network Holding Ltd., as collateral of the borrowings. It was fully repaid during the year ended December 31, 2019.

In July 2018, the Group borrowed a loan of RMB49,000 from Bank of China in Shenzhen with a 284‑day term at annual interest rate of 4.79%. The short-term investment in wealth management product of RMB49,883 issued by Bank of China in Shenzhen are secured for the loan as collateral of the borrowings (see note 4). It was fully repaid during the year ended December 31, 2019.

From July to December 2018, the Group borrowed the loans of RMB50,000 from Bank of China in Shenzhen with a six-month term at annual interest rate of 6.09%. The Group pledged accounts receivable from real estate developers derived from the certain projects with the balance of RMB65,697 as of December 31, 2018 as security for the loans (see note 5). It was fully repaid during the year ended December 31, 2019.

In June 2019, Shenzhen Fangdd Network Technology Ltd. borrowed an 11-month loan of RMB50,000 from China Merchants Bank in Shenzhen, at annual interest rate of 4.35%. Placement of cash deposits of US$8,000 (equivalent to RMB55,810) was provided by Fangdd Network Holding Ltd. as collateral of the borrowings.

In June 2019, Shenzhen Fangdd Network Technology Ltd borrowed one-year loans of RMB50,000 RMB from Bank of Shanghai in Shenzhen, at annual interest rate of 4.35%. Placement of cash deposits of US$7,750 (equivalent to RMB54,065) with the bank was provided Fangdd Network Holding Ltd. as collateral of the borrowings.

In June 2019, Shenzhen Fangdd Network Technology Ltd borrowed one-year loans of RMB100,000 RMB from Agriculture Bank of China in Shenzhen, at annual interest rate of 4.35%. Placement of cash deposits of US$17,100 (equivalent to RMB119,293) with the bank was provided Fangdd Network Holding Ltd. as collateral of the borrowings.

From May to December, 2019, the Group borrowed one-year short-term loans of total RMB30,000 from Bank of Shanghai, at annual interest rate of 6.09%. The Group pledged certain accounts receivable from real estate developers derived from the certain projects with balance of RMB37,970 for a line of credit of RMB100,000 for the period from April 2019 to March 2020,

During the year ended December 31, 2019, the Group obtained 6-month loans of total RMB80,000 from Bank of China, at annual interest rate ranging from 5% to 6%. The Group pledged a series of accounts receivable from real estate developers derived from the certain projects with the balance of RMB92,452 as of December 31, 2019 as security for the loans.

In December, 2019, Agriculture Bank of China provided the Group with a one-year loan of RMB25,000, at an annual interest rate of 5%. Shenzhen Fangdd Network Technology Ltd. pledged accounts receivable from real estate developers derived from the certain projects with balance of RMB58,049.

In December 2019, the Group borrowed 6-month loans of total RMB20,000 from Bank of Hangzhou, all at annual interest rate of 6.09%. The Group pledged a series of accounts receivable from real estate developers derived from the certain projects with the balance of RMB51,128. The Group also obtained a one-year loan of RMB20,000 from China Construction Bank in August 2019, at an annual interest rate of 5.655%.  

In 2019, China Zheshang Bank Co., Ltd. provided the Group with one-year loans of total RMB30,000, at an annual interest rate of 6.09%. Shenzhen Fangdd Network Technology Ltd. pledged accounts receivable from real estate developers derived from certain projects with balance of RMB23,951.

From October 2019 to July 2020, Shanghai Fangdd Network Technology Ltd. obtained loans of total RMB85,000 from Zhejiang Chouzhou Commercial Bank at annual interest rate of 7.8%. The loans are secured by real estate properties of a company owned by one of the founder’s spouse, Suzhou Chaxiaobai Culture & Media Co., Ltd and one of the Company’s equity method investment, Jiushi, as collateral of the borrowings (see note 20).

The loan agreements with China Merchants Bank, Agriculture Bank of China, Zhejiang Chouzhou Commercial Bank, China Construction Bank and Bank of China contain certain financial and non-financial covenants. As of December 31, 2018 and 2019, the Group is in compliance with the covenants.

v3.20.1
Fair Value Measurement (Tables)
12 Months Ended
Dec. 31, 2019
Fair Value Measurement  
Summary of assets and liabilities that are measured at fair value on a recurring basis

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

    

Level 1

    

Level 2

    

Level 3

    

Balance at

 

 

Inputs

 

Inputs

 

Inputs

 

Fair Value

 

 

RMB

 

RMB

 

RMB

 

RMB

Assets

 

  

 

  

 

  

 

  

Short-term investments

 

  

 

  

 

  

 

  

-Wealth management products

 

 —

 

71,483

 

 —

 

71,483

Long-term equity investment

 

 —

 

 —

 

56,000

 

56,000

Total Assets

 

 —

 

71,483

 

56,000

 

127,483

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

    

Level 1

    

Level 2

    

Level 3

    

Balance at

 

 

Inputs

 

Inputs

 

Inputs

 

Fair Value

 

 

RMB

 

RMB

 

RMB

 

RMB

Assets

 

  

 

  

 

  

 

  

Short-term investments

 

  

 

  

 

  

 

  

-Wealth management products

 

 —

 

11,500

 

 —

 

11,500

Long-term equity investment

 

 —

 

 —

 

40,000

 

40,000

Total Assets

 

 —

 

11,500

 

40,000

 

51,500

 

v3.20.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2019
Summary of Significant Accounting Policies  
Basis of presentation

(a)    Basis of presentation

The Consolidated Financial Statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America  (‘‘U.S. GAAP’’).

The accompanying Consolidated Financial Statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to operate profitably, to generate cash flows from operations, and its ability to attract investors and to borrow funds on reasonable economic terms.

Historically, the Group has relied principally on both operational sources of cash and non-operational sources of equity and debt financing to fund its operations and business development. In addition, the Group can adjust the pace of its operation expansion and control the operating expenses of the Group. The management believes the Group will have sufficient cash resources from operations and financing support from investors to fund its continuing operation. Therefore, the Group's Consolidated Financial Statements have been prepared on a going concern basis.

Principles of Consolidation

(b)    Principles of Consolidation

The accompanying Consolidated Financial Statements include the results of the Company, its subsidiaries, VIE and VIE’s subsidiaries.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

All intercompany transactions and balances among the Company, its subsidiaries, VIE and VIE’s subsidiaries have been eliminated upon consolidation.

Use of Estimates

(c)    Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the Consolidated Financial Statements and accompanying notes. Significant accounting estimates include, but not limited to, allowance for accounts and loans receivable, realization of deferred income tax assets, impairment loss for long-term equity investment and share-based compensation. Actual results may differ materially from those estimates.

Foreign Currency

(d)    Foreign Currency

The Group’s reporting currency is Renminbi (‘‘RMB’’). The functional currency of the Company and the Group’s entities incorporated in the Cayman Island, British Virgin Islands (‘‘BVI’’), and Hong Kong (‘‘HK’’) is the United States dollars (‘‘US$’’). The functional currency of the Group’s PRC subsidiaries, VIE and VIE’s subsidiaries is RMB.

Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange (gain) losses in the Consolidated Statements of Comprehensive Income (Loss). Total foreign currency exchange differences were a loss of RMB787, a gain of RMB684 and a gain of RMB237 for the years ended December 31, 2017, 2018 and 2019, respectively.

The financial statements of the Company and the Group’s entities incorporated at Cayman Island, BVI and Hong Kong are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings (deficit) generated in the current period are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulted foreign currency translation adjustments are recorded as a component of other comprehensive income or losses in the Consolidated Statements of Comprehensive Income (Loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or losses in the Consolidated Statements of Changes in (Deficit) Equity.

Convenience Translation

(e)    Convenience Translation

Translations of certain balances in accompanying Consolidated Financial Statements from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB 6.9618, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying Consolidated Financial Statements are unaudited.

Commitments and Contingencies

(f)    Commitments and Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Cash and Cash Equivalents

(g)    Cash and Cash Equivalents

Cash and cash equivalents represent demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or less and are readily convertible to known amounts of cash.

Restricted cash

(h)    Restricted cash

Restricted cash represents:

(i)

cash deposited with banks of RMB345,905 and RMB229,268 as of December 31, 2018 and 2019, as collateral for borrowings from the banks (note 10). Restriction on the use of such cash and the interest earned thereon is imposed by the banks and remains effective throughout the term of the bank borrowings. Upon repayment of the bank borrowings, the bank deposits are available for general use by the Group.

(ii)

bank balances of RMB4,727 and RMB301 as of December 31, 2018 and 2019, respectively, held on behalf of home purchasers in respect of their down payments made for secondary property transactions of which legal title transfer from property sellers had not yet been completed. A corresponding liability with the same amount were recorded as down payments collected on behalf of secondary property sellers in accrued expenses and other payables.

(iii)

bank balance of RMB 556 as of December 31, 2019 was frozen for a lawsuit undergoing with a supplier that a corresponding liability with the same amount were accrued.

Cash deposits restricted for use over one year after the balance sheet date are classified as non-current assets in the Consolidated Balance Sheets.

Short-term investments

(i)    Short-term investments

Short-term investments include investments in wealth management products issued by certain banks which are redeemable by the Company at any time. The wealth management products are either unsecured with variable interest rates or fixed interest rate. The Company measures the short-term investments at fair value using the quoted subscription or redemption prices published by these banks, with unrealized holding gains or losses, net of the related tax effect, excluded from earnings and recorded as a separate component of accumulated other comprehensive income (loss) until realized. Realized gains or losses from the sale of short-term investments are determined on a specific identification basis and are recorded as gain on short-term investments when earned in the Consolidated Statements of Comprehensive Income (Loss).

Accounts Receivable

(j)    Accounts Receivable

Accounts receivable mainly represent amounts due from the real estate developers for primary property business and individual customers for secondary property business upon the completion of their services. Accounts receivables are recorded net of an allowance for doubtful accounts, if any. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an accounts receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure. Allowance of RMB 86,417 and RMB 142,256 was provided as of December 31, 2018 and 2019, respectively. Approximately 6% of the Group’s accounts receivable represent output VAT amounts, which are excluded from the Group’s revenues.

Loans receivable, net

(k)    Loans receivable, net

Loans receivable represents loan originated or purchased by the Group (see note 6). The Group has the intent and the ability to hold such loans for the foreseeable future or until maturity or payoff. Loans

receivable are recorded at unpaid principal balances, net of allowance for loan losses that reflects the Group’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of personal loans with term period ranging from 30 days to 5 years. In the Consolidated Balance Sheets, loans receivable that mature within the next twelve months from the balance sheet date are included in “Prepayment and other current assets” while loans receivable that will mature one year after the balance sheet date are included in “Other non-current assets”.

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis. All loans are assessed collectively depending on factors such as delinquency rate, size, and other risk characteristics of the portfolio.

The Group writes off loans receivable and the related allowance when management determines that full repayment of such loan is not probable. The primary factor in making such determination is the estimated recoverable amounts from the delinquent debtor. 

As of December 31, 2018 and 2019, loan receivables of RMB30,728 and RMB54,194 were due from the Group’s employees respectively.

Deposits with real estate developers

(l)    Deposits with real estate developers

Certain property sales contracts entered with real estate developers provide the Group with exclusive selling rights for the selected properties for a specific period of time (the “Exclusive Sales Contracts”), which typically lasts for several months. Certain of these Exclusive Sales Contracts requires the Group or, in case of tri-party agreements (see note 12(3)), the Group’s equity method investees to purchase any unsold units of properties at the end of the exclusive sales period (the “Sales Commitment Arrangements”). Under the Sales Commitment Arrangements, the real estate developers either enter into project sales contracts with the Group directly (the “Self-Commitment Arrangements”) or enter into tri-party agreements with the Group and its equity method investees (the “Non-Group Commitment Arrangements”). The Group, or in case of tri-party agreements, its equity method investees is required to advance real estate developer an initial deposit prior to the commencement of the exclusive sales period. The amount of initial deposits required is generally determined at a percentage of the minimum transaction price, as pre-agreed with the real estate developer, of the properties (the “Base Transaction Price”) to be sold to home purchasers in the market during the exclusive sales period. The amount of deposits advanced by the Group, or its equity method investees are adjusted throughout the exclusive sales period based on an agreed schedule such that 100% of the Base Transaction Price for the unsold properties, if any, is advanced to the real estate developers at the end of the exclusive sales period. If all properties are sold during the exclusive sales period, any outstanding deposits are immediately returned to the Group, or its equity method investees.

The Group believes its key management has sufficient knowledge and experience in the relevant real estate markets and has in place adequate process that guides its selection of projects, negotiation of terms and ongoing monitoring of risks.

Prior to entering into a Sales Commitment Arrangements, the Group would assess the marketability of the specified properties, the reasonableness of the Base Transaction Price and other relevant factors. The Group performs such assessment based on the results of its research activities and other factors such as the availability of agents’ resources and has determined that the probability of all properties under such arrangements not being sold within the exclusive sales period is low. The Group believes that the developers enter into such Sales Commitment Arrangement largely due to liquidity consideration in that it could shorten the cash payback period through the receipts of deposits under the arrangement. Also, such Sales Commitment Arrangement may provide higher return to the developer when the properties are sold at a price in excess of the Base Transaction price (see note 2(s)). Therefore, the Group determines that it is remote that the real estate developers will request the Group, or for Non-Group Commitment Arrangements, the Group’s equity method investees to purchase the unsold properties at the end of exclusive sales period. Management has concluded such assessment is supported by the historical experiences where developers agreed to an extended sales period for a few months in those limited instances where certain properties remained unsold at the end of exclusive sales period.

The Group began to enter into the above-mentioned Sales Commitment Arrangements in 2016. For the years ended December 31, 2017 and 2018, all properties under these arrangements were sold to the home buyers either within the exclusive sales period or during the extended sales period with all related deposits with the real estate developers being fully refunded. From 2018 onwards, the Group did not enter into any new property sales contracts with real estate developers under Self-Commitment Arrangements. Since then, all new property sales contracts with Sales Commitment Arrangement are entered with the property developers and equity method investees in tri-party agreements under the Non-Group Commitment Arrangements (see note 12(3)), pursuant to which the Group’s equity method investees, rather than the Group, are required to pay the deposits directly to the property developers and obliged to purchase any unsold units of properties at the end of exclusive sales period.

The deposits made by the Group under the Self-Commitment Arrangement are recorded as deposits with real estate developers, net of allowance for doubtful accounts, under current assets on the Consolidated Balance Sheets. The Group assesses the recoverability of the deposits with real estate developers based on a combination of factors, including the contractual terms, the developers’ intention in entering into such arrangements as described above, the continuing assessment of the marketability of the properties during the exclusive sales period and the extended sales period, if any, historical experiences and negotiation results of developers’ action at the end of exclusive sales period, and the market price of similar properties. An allowance for doubtful accounts against the deposits is recorded when any portion of deposits is considered not recoverable.

Property, equipment and software, net

(m)    Property, equipment and software , net

Property, equipment and software are stated at cost less accumulated depreciation, amortization and impairment. Property, equipment and software are depreciated and amortized at rates sufficient to write off their costs less impairment and residual value if any over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows:

 

 

 

 

 

 

Estimated

Category

    

useful lives

Buildings

 

20 years

Leasehold improvements

 

2-3 years

Furniture, office equipment

 

3-5 years

Motor vehicles

 

3-4 years

Software

 

2-10 years

 

Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Comprehensive Income (Loss).

Equity method investments

(n)    Equity method investments

The Group accounts for an equity method investment over which it has significant influence but does not own a majority of the equity interest or otherwise controls and the investments are either common stock or in substance common stock using the equity method. The Group’s share of the investee’s profit and loss is recognized in the Consolidated Statements of Comprehensive Income (Loss).

The Group assesses its equity method investments for other-than-temporary impairment by considering factors as well as all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends, and other Group-specific information such as financing rounds.

Long-term equity investments

(o)    Long-term equity investments

Long-term equity investments, except those accounted for under the equity method or those that result in the consolidation of the investee, that do not have readily determinable fair value are measured and recorded at cost, less impairment, with subsequent adjustments for observable price changes in orderly transactions for identical or similar equity investments of the issuer. Purchased options on these equity investments that are not derivatives are accounted for in a manner consistent with the accounting for the equity investments that do not have readily determinable fair value.

Impairment of Long-lived Assets

(p)    Impairment of Long-lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2017, 2018 and 2019.

Value added taxes

(q)    Value added taxes

The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of transaction and service is generally subject to VAT at the rate of 6% and subsequently paid to PRC tax authorities after netting input VAT on purchase of service received. The excess of output VAT over input VAT is reflected in accrued expenses and other payables, and the excess of input VAT is reflected in Prepayments and other current assets in the Consolidated Balance Sheets.

Fair Value

(r)    Fair Value

Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs which are supported by little or no market activity.

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, loans receivable, deposits with real estate developers, short-term bank borrowings, accounts payable, customers’ refundable fees, accrued expenses and other payables. As of December 31, 2018 and 2019, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

Revenue

(s)    Revenue

In accordance with ASC 606, Revenue from Contracts with Customers, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.    

Revenues are recorded net of value-added taxes and surcharges.

Commission income

Through its platforms and services provided by real estate agents registered as a member in the Group’s platform (the “Registered Agents”), the Group earns commission revenue from real estate developers for sales transactions of primary properties and to a lesser extent from home owners for sales or rental transactions of secondary properties. For services rendered by the Registered Agents in completing the transactions, the Group pays those the agents a commission fee. The real estate developers and home owners are collectively referred as the property owners. For each of the properties transactions, the Group enters into contracts with the Registered Agents (the “Agents’ Contracts”) and properties owners (the “Properties Sales Contracts”) separately. As Registered Agents are involved in providing the services to the properties owners, the Group considers all the relevant facts and circumstances in determining whether it acts as the principal or as an agent in these properties transactions in accordance with ASC 606‑10.

The Group has determined that it is a principal for the following reasons: (1) the Properties Sales Contract and the Agents’ Contract are negotiated and entered into separately between the Group and the property owners and the Registered Agents, respectively, at the discretion of the Group, and there is no contractual relationship between the property owners and the Registered Agents; (2) the Group negotiates with the property owners the total commission fee to be paid by the properties owners. The Group also determines the commission rate payable to the Registered Agents at its discretion without any involvement of the properties owners; (3) pursuant to the Properties Sales Contracts, the Group is responsible for the sales or leasing of the properties. In particular, the Group is responsible to undertake the sales and marketing activities it considers necessary to induce potential home purchasers to visit the sales center of the property and complete the purchase of properties from the real estate developers. The Group is entitled to a pre-determined commission income upon the signing of the sales agreements between the real estate developers and the home purchasers pursuant to the Properties Sales Contracts. The Group’s project management team carries out a series of activities including sales data analysis, development of project sales strategy, resources allocation, assignment of agents, sales and marketing activities, and monitoring of the entire sales process; (4) the Group monitors Registered Agents’ services and provide them with instructions and guidelines in approaching and serving the home purchasers.

Commission income for sales transactions of primary properties and rental transactions for secondary properties are recognized by the Group upon the signing of the sales and purchase agreements or rental agreements and making the required down payment by the home purchasers or tenants. Commission income for sales transactions of secondary properties are recognized when the transfer over legal title of ownership of the properties between the home owners and home purchasers are complete.

The Group also enters into certain arrangements with real-estate developers pursuant to which potential home purchasers may pay the Group a fixed amount in return for a discount for their purchases of specified properties from the real estate developers. The fees paid by the home purchasers to the Group are fully refundable before the execution of the sales and purchase agreements between the home purchasers and the real estate developers. For these transactions, except for the fees received from the home purchasers, the Group is not entitled to any additional commission from the real estate developers. The Group recognizes commission income in the amount of fees received from the home purchasers when the Group’s services are rendered upon the execution of the sales and purchase agreements between the home purchasers and the real estate developers. Fees received from home purchasers in advance of the revenue recognition are recorded as “Customers’ Refundable Fees” (see note 11) on the Consolidated Balance Sheets.

For primary properties transactions, the Group generally earns a fixed commission rate (“Base Commission”) of the pre-determined properties transaction price (the “Base Transaction Price”) as stated in the Properties Sales Contracts. For certain primary properties transactions, the Group obtains exclusive sales right from real estate developers to sell the properties for a limited period of time and is required to advance certain amount of deposits. Not all of the Exclusive Sales Contracts contains Sales Commitment Arrangement as disclosed in note 2(l). Pursuant to those Exclusive Sales Contracts with Sales Commitment Arrangement, the Group is permitted to sell the properties in the market at a price above the Base Transaction Price. In addition to the Base Commission, the Group is entitled to an additional income (the “Sales Incentive Income”), determined at a progressive rate on the excess of the actual transaction price over the Base Transaction price. Same as Base Commission income, the Sales Incentive Income is also recognized as revenue upon the signing of the sales and purchase agreements and making the down payment by the home purchasers.

Franchise Income

The Group enters into franchise agreements with certain third party real estate agency companies located in those cities where the Group does not have an established sales office. Pursuant to these franchise agreements, the Group grants the franchisees with the right to use the Group’s brands, access of listings in the Group’s platform and other resources in return for a franchise fee. For franchise agreements entered in 2017, franchise fee is determined based on a percentage of the franchisee’s gross commission income earned. Franchise income are recognized when the underlying franchisees’ revenue is earned. For franchise agreements entered from 2018 onward, franchise fee is determined at an agreed fixed amount over a period of time and are recognized by the Group on a straight-line basis over the contractual period. During the years ended December 31, 2017, 2018 and 2019, the Group recognized franchise income of RMB13,400, RMB17,748 and RMB22,560, respectively.

Financial service income

The Group provides lending financial services to home purchasers, Registered Agents and the Group’s employees who meet the Group’s credit assessment requirements. Financial services income from loans receivable is recognized using the effective interest rate method.

Other value-added services

Other value-added services are recognized as revenue on a straight-line basis over which the services are rendered, They mainly represent subscription fee earned by offering Registered Agents with a suite of marketing and business technology products and services for use in a specified period of time so as to assist them growing and managing their businesses.

Loans facilitation services

Loans facilitation services are recognized as revenue when the relevant loans agreement signed and the related loans were drew down by the home purchasers. Loans facilitation services primarily consists of the services to facilitate the home purchasers, Registered Agents and other market participants borrowing from the financial institutions in the property transactions.

Parking space transaction facilitating services

Parking space transaction facilitating services are recognized as revenue when services are rendered to facilitate the appointment of real estate agents by Shenzhen Jinyiyun Supply Chain Technology Co., Ltd. (“Shenzhen Jinyiyun”), a related party, as agents for Shenzhen Jinyiyun’s parking space transactions. Certain directors and management of the Company are the principal shareholders of Shenzhen Jinyiyun. The Company’s services primarily consist of providing support and information to Shenzhen Jinyiyun to identify real estate agents in the Company’s platform and introduction of agents for Shenzhen Jinyiyun’s parking space transactions. The service fee is chargeable to the real estate agent and revenue is recognized upon signing of the relevant agency agreement. During the year ended December 31, 2019, the Group recognized parking space transaction facilitating services income of RMB28,877.

Cost of Revenue

(t)    Cost of Revenue

Cost of revenue primarily consists of agents’ commission, sharing of sales incentive income with fund providers, promotion and operational expenses, and salaries and benefits expenses that incurred for properties transactions.

Sales and marketing expenses

(u)    Sales and marketing expenses

Sales and marketing expenses mainly consist of advertising costs, which consist primarily of online and offline advertisements, are expensed when the services are received. The advertising expenses were RMB38,151, RMB57,767 and RMB47,883 for the years ended December 31, 2017, 2018 and 2019,  respectively.

Product development expenses

(v)    Product development expenses

Product development expenses primarily consist of salaries and benefits expenses, depreciation of equipment relating to the development of new products or upgrading of existing products and other expense for the product activity of the Group. The Group expenses product development expenses as incurred.

General and administrative expenses

(w)    General and administrative expenses

General and administrative expenses mainly consist of payroll and related staff costs for corporate functions, as well as other general corporate expenses such as rental expenses and depreciation expenses for offices and equipment for use by these corporate functions of the Group.

Government grants

(x)    Government grants

Government grants represent amounts granted by local government authorities as an incentive for companies to promote economic development of the local technology industry. Government grants received by the Group were non-refundable and were for the purpose of giving immediate incentive with no future costs or obligations are recognized in earnings in the Company's Consolidated Statements of Comprehensive Income (Loss).

Share-based Compensation

(y)    Share-based Compensation

Share-based awards granted to the employees and directors in the form of share options are subject to service and performance conditions. They are measured at the grant date fair value of the awards, and are recognized as compensation expense using the graded vesting method, net of estimated forfeitures, if and when the Company considers that it is probable that the performance condition will be achieved.

For vested awards, the Group recognizes incremental compensation cost in the period the modification occurs. For awards not being fully vested, the Group recognizes the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the remaining requisite service period after modification.

Estimation of the fair market value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the share options is estimated using the Binominal Option Pricing Model. The determination of the fair value of share options is affected by the share price of the Company’s ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including the expected share price volatility, risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions.

Employee Benefits

(z)    Employee Benefits

The Company’s subsidiaries, the VIE and VIE’s subsidiaries in China participate in a government mandated, multi-employer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. The fair value of the employee benefits liabilities approximates their carrying value due to the short-term nature of these liabilities. Employee social insurance benefits included as expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss) amounted to RMB60,679, RMB45,010 and RMB54,958 for the years ended December 31, 2017, 2018 and 2019, respectively.

Income Tax

(aa)    Income Tax

Income tax are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of futures profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards, if any, not expiring.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in income tax expense and penalties in general and administrative expenses.

Leases

(bb)    Leases

A lease is classified at the inception date as either a capital lease or an operating lease. A lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating leases are charged to the Consolidated Statements of Comprehensive Income (Loss) on a straight-line basis over the lease term. The Group had no capital leases as of December 31,  2018 and 2019.

Earnings/(Loss) per Share

(cc)    Earnings/(Loss) per Share

Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders, considering the accretions to redemption value of the preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, any net income is allocated between ordinary shares and other participating securities based on their participating rights. A net loss is not allocated to participating securities when the participating securities does not have contractual obligation to share losses.

The Company’s preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. The preferred shares has no contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares; whereas any undistributed net loss is allocated to ordinary shares only.

Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares and convertible loan using the if-converted method, and ordinary shares issuable upon the vest of restricted ordinary shares or exercise of outstanding share option (using the treasury stock method). Ordinary equivalent shares are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.

Segment Reporting

(dd)    Segment Reporting

The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Group’s Chief Executive Officer and management personnel do not segregate the Group’s business by service lines. All service categories are viewed as in one and the only operating segment.

Statutory Reserves

(ee)    Statutory Reserves

The Group’s subsidiaries, VIE and VIE’s subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds.

In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly foreign owned enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (‘‘PRC GAAP’’)) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the Group.

In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIE’s subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the Group. Appropriation to the discretionary surplus fund is made at the discretion of the Group.

The general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective entity. The staff bonus and welfare fund is liability in nature and is restricted to make payment of special bonuses to employees and for the collective welfare of employees. None of these reserves is allowed to be transferred to the Group by way of cash dividends, loans or advances, nor can they be distributed except under liquidation.

For the years ended December 31, 2017, 2018 and 2019, no appropriation was made to the general reserve fund by the Group’s wholly foreign owned PRC subsidiaries, and no appropriation was made to the statutory surplus fund by the Group’s VIE and VIE’s subsidiaries which did not earn after-tax profits as determined under PRC GAAP. No appropriation has been made by these companies to discretionary funds.

Recent Accounting Pronouncements

(ff)    Recent Accounting Pronouncements 

In February 2016, the FASB issued ASU No. 2016‑02 (“ASU 2016‑02”), Leases. ASU 2016‑02 specifies the accounting for leases. For operating leases, ASU 2016‑02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. ASU 2016‑02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Group normally entered into operating leases for its office use. As disclosed in Note 19, the Group had future minimum lease commitments under non-cancellable operating lease agreements of RMB 26,965 as of December 31, 2019. As the Company is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, ASU 2016‑02 will be applied for the fiscal year ending December 31, 2020. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements. So far, management believes that the adoption of ASU2016‑02 would not have a material impact on the Consolidated Financial Statements.

On November 5, 2018, the FASB issued ASU 2018‑18, which amended ASC 808 and ASC 606 to clarify that transactions in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account). The guidance precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The guidance is effective for public business entities in fiscal years beginning after 15 December 2019, and interim periods therein, and for all other entities, in fiscal years beginning after 15 December 2020, and interim periods beginning the following fiscal year. Early adoption is permitted for entities that have adopted ASC 606.

 

For the transactions under collaborative arrangement entered by the Group, the Group should share income with the counterparty, who is not the Group's customer. The management believe that ASU 2018-8 would not have a material impact on the Consolidated Financial Statements.

On November 2019, the FASB issued ASU 2019-10, which deferred the effective dates of ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and ASU 2016-02 Leases (Topic 842) (Leases), for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application continues to be allowed. As the Company is an "emerging growth company" and elects to apply for the new and revised accounting standards at the effective date for a private company, the deferred effective dates are applicable to the Company. Management is currently evaluating the impact of adopting ASU 2016-13 on the Consolidated Financial statements.

v3.20.1
Equity Method Investments (Tables)
12 Months Ended
Dec. 31, 2019
Equity Method Investment  
Schedule of equity method investments

 

 

 

 

    

RMB

Balance as of January 1, 2017

 

48,904

Additions

 

63,000

Share of results

 

2,902

Dividends received

 

(2,779)

Return of capital

 

(17,500)

Balance as of January 1, 2018

 

94,527

Additions

 

383,958

Share of results

 

19,566

Disposal of an equity method investment

 

(2,907)

Dividends received

 

(127)

Return of capital

 

(148,858)

Balance as of December 31, 2018

 

346,159

Additions

 

579,492

Share of results

 

21,772

Dividends received

 

(9,602)

Return of capital

 

(358,558)

Balance as of December 31, 2019

 

579,263

 

Schedule of information pertaining to limited partnerships

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

Aggregated

    

amount of

    

Maximum

 

 

carrying

 

additional

 

exposures to the

 

 

amount of the

 

capital

 

losses of the

 

 

limited

 

commitment

 

limited

 

 

partnerships

 

(Note 19(b))

 

partnerships

 

    

RMB

 

RMB

 

RMB

Balance as of December 31, 2018

 

341,826

 

616,891

 

958,717

Balance as of December 31, 2019

 

574,929

 

502,661

 

1,077,590

 

Schedule of effective interests, additional investments into these limited partnerships and received return of capital from these limited partnerships

 

 

 

 

 

 

    

 

As of December 31, 

 

  

    

2018

    

2019

 

Name of the limited partnerships

 

 

 

 

 

Shanghai Gefei Chengyun Investment Center Limited Partnership (“Gefei Chengyun”)

 

20

%  

20

%  

Ningbo Meishan Jiushen Investment Limited Partnership ("Jiushen")

 

10

%  

10

%  

Ningbo Meishan Jiuchang Investment Limited Partnership (“Jiuchang”)

 

49.95

%  

 —

 

Tibet Shiguan Business Management Limited Partnership (“Shiguan”)

 

27.6

%  

27.6

%  

Ningbo Meishan Jiuchuan Investment Limited Partnership (“Jiuchuan”)

 

10

%  

10

%  

Ningbo Meishan Decheng Investment Limited Partnership (“Decheng”)

 

 2

%  

 2

%  

Yiwu Longshu Tianye Investment Management Limited Partnership (“Longshutianye”)

 

26

%  

26

%

Yiwu Longshu Qianli Investment Management Limited Partnership (“Longshuqianli”)

 

16

%  

 —

 

Ningbo Meishan Jiuyi Investment Limited Partnership (“Jiuyi”)

 

20

%  

20

%

Ningbo Meishan Jiuyu Investment Limited Partnership (“Jiuyu”)

 

20

%  

 —

 

Ningbo Meishan Jiuzhen Investment Limited Partnership (“Jiuzhen”)

 

20

%  

20

%  

Ningbo Meishan Yunde Investment Limited Partnership (“Yunde”)

 

20

%  

20

%  

Ningbo Meishan Deyan Investment Limited Partnership (“Deyan”)

 

20

%

20

%  

Ningbo Meishan Detong Investment Limited Partnership (“Detong”)

 

 

40

%  

Ningbo Meishan Derong Investment Limited Partnership (“Derong”)

 

 

37

%  

Ningbo Meishan Jiushi Investment Limited Partnership (“Jiushi”)

 

 

40

%  

Ningbo Meishan Qixing Management Limited Partnership (“Qixing”)

 

 

15.7

%  

Shanghai Ruokun Management Limited Partnership (“Ruokun”)

 

 

20

%  

Ningbo Meishan Deyu Investment Limited Partnership (“Deyu”)

 

 

40

%  

Hangzhou Honggeng Investment Limited Partnership (“Honggeng”)

 

 

20

%  

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

Name of the

 

Capital

 

Return of

 

Capital

 

Return of

 

Capital

 

Return of

limited partnerships

 

Investments

 

capital

 

Investments

 

capital

 

Investments

 

capital

 

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

Gefei Wenqin

 

 —

 

16,000

 

 —

 

 —

 

 —

 

 —

Gefei Chengyun

 

1,000

 

1,500

 

 

(18,719)

 

 

Jiushen

 

35,000

 

 —

 

65,000

 

 

17,000

 

(2,200)

Jiuchang

 

5,000

 

 —

 

 

(2,380)

 

 

(2,620)

Shiguan

 

20,000

 

 —

 

 

 

 

(20,000)

Jiuchuan

 

 —

 

 —

 

16,687

 

 

 

(5,569)

Decheng

 

 —

 

 —

 

463

 

 

 

Tianye

 

 —

 

 —

 

25,300

 

 

18,455

 

(12,049)

Qianli

 

 —

 

 —

 

2,807

 

(713)

 

 

(2,094)

Jiuyi

 

 —

 

 —

 

155,333

 

(87,853)

 

127,985

 

(169,152)

Jiuyu

 

 —

 

 —

 

26,000

 

(6,076)

 

 

(19,924)

Jiuzhen

 

 —

 

 —

 

33,000

 

(31,117)

 

2,250

 

Yunde

 

 —

 

 —

 

50,400

 

 

55,935

 

(64,993)

Deyan

 

 —

 

 —

 

8,968

 

 

 

(3,968)

Detong

 

 —

 

 —

 

 

 

31,000

 

(16,184)

Derong

 

 —

 

 —

 

 

 

55,555

 

(555)

Jiushi

 

 —

 

 —

 

 

 

185,000

 

(29,250)

Qixing

 

 —

 

 —

 

 

 

8,752

 

Ruokun

 

 —

 

 —

 

 

 

5,000

 

Deyu

 

 —

 

 —

 

 

 

70,360

 

(10,000)

Honggeng

 

 —

 

 —

 

 

 

2,200

 

Total

 

61,000

 

17,500

 

383,958

 

(146,858)

 

579,492

 

(358,558)

 

Schedule of combined unaudited financial information for these equity method investees

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Balance sheet data:

 

  

 

  

Current assets

 

1,615,143

 

1,423,869

Non-current assets

 

327,355

 

514,215

Total assets

 

1,942,498

 

1,938,084

Current liabilities

 

366,398

 

711,188

Total liabilities

 

366,398

 

711,188

Equity

 

1,576,100

 

1,226,896

Total liabilities and shareholders’ equity

 

1,942,498

 

1,938,084

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Operating data:

 

  

 

  

 

  

Revenue

 

66,996

 

224,377

 

124,610

Operating income

 

48,507

 

139,025

 

76,502

Net income

 

48,253

 

139,025

 

77,384

 

v3.20.1
Parent only financial information
12 Months Ended
Dec. 31, 2019
Parent only financial information  
Parent only financial information

22.    Parent only financial information

The following condensed parent company financial information of Fangdd Network Group Ltd., has been prepared using the same accounting policies as set out in the accompanying Consolidated Financial Statements. As of December 31, 2019, 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.

(a)    Condensed Balance Sheets

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Assets

 

  

 

  

Current asset

 

  

 

  

Cash and cash equivalents

 

36

 

431,029

Total current asset

 

36

 

431,029

Non-current asset

 

  

 

  

Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries

 

1,197,490

 

2,145,325

Total non-current asset

 

1,197,490

 

2,145,325

Total assets

 

1,197,526

 

2,576,354

Liabilities

 

  

 

 

Current liability

 

  

 

  

Accrued expenses and other current liabilities

 

20,590

 

29,202

Total current liability

 

20,590

 

29,202

Total liabilities

 

20,590

 

29,202

Mezzanine equity

 

  

 

  

Series A-2 Redeemable Convertible Preferred Shares

 

102,743

 

 —

Series B Redeemable Convertible Preferred Shares

 

446,889

 

 —

Series C Redeemable Convertible Preferred Shares

 

2,193,512

 

 —

Total mezzanine equity

 

2,743,144

 

 —

(Deficit) Equity

 

  

 

  

Ordinary shares

 

 —

 

 —

Class A ordinary shares

 

 —

 

 1

Class B ordinary shares

 

 —

 

 —

Series A-1 Convertible Preferred Shares

 

5,513

 

 —

Additional paid-in capital

 

55,052

 

4,880,135

Accumulated other comprehensive loss

 

(274,540)

 

(368,897)

Accumulated deficit

 

(1,352,233)

 

(1,964,087)

Total (deficit) equity

 

(1,566,208)

 

2,547,152

 

 

 

 

 

Total liabilities, mezzanine equity and (deficit) equity

 

1,197,526

 

2,576,354

 

(b)    Condensed Statements of Results of Operations

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

General and administrative expenses

 

(2,722)

 

(72)

 

(881)

Total operating expenses

 

(2,722)

 

(72)

 

(881)

Loss from operations

 

(2,722)

 

(72)

 

(881)

Equity income of subsidiaries and the VIE and VIE’s subsidiaries

 

54,226

 

22,921

 

147,511

Other income:

 

  

 

  

 

 

Interest income, net

 

243

 

(2)

 

(2)

Income before income tax

 

51,747

 

22,847

 

146,628

Income tax expense

 

 —

 

 —

 

 —

Net income

 

51,747

 

22,847

 

146,628

Accretion of Redeemable Convertible Preferred Shares

 

(228,468)

 

(248,186)

 

(116,308)

Deemed dividend to preferred shareholder

 

 —

 

 —

 

(642,174)

Net loss attributable to ordinary shareholders

 

(176,721)

 

(225,339)

 

(611,854)

 

(c)    Condensed statements of cash flows

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Net cash (used in) provided by operating activities

 

(2,479)

 

25

 

(883)

Cash flows used in investing activities:

 

 

 

 

 

 

Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries

 

(660,531)

 

 —

 

(64,295)

Investment in short-term investments

 

 —

 

 —

 

(380,901)

Proceeds from redemption of short-term investments

 

 —

 

 —

 

380,901

Net cash used in investing activities

 

(660,531)

 

 —

 

(64,295)

Cash flows provided by financing activities:

 

 

 

 

 

 

Proceeds from initial public offering, net of offering cost

 

 —

 

 —

 

498,436

Net cash provided by financing activities

 

 —

 

 

498,436

Effect of exchange rate changes on cash and cash equivalents

 

(18,742)

 

 1

 

(2,265)

Net  (decrease) increase in cash and cash equivalents

 

(681,752)

 

26

 

430,993

Cash and cash equivalents at the beginning of the year

 

681,762

 

10

 

36

Cash and cash equivalents at the end of the year

 

10

 

36

 

431,029

 

v3.20.1
Redeemable Convertible Preferred Shares
12 Months Ended
Dec. 31, 2019
Redeemable Convertible Preferred Shares  
Redeemable Convertible Preferred Shares

14.    Redeemable Convertible Preferred Shares

All of the Redeemable Convertible Preferred Shares were converted to Class A ordinary shares immediately upon the completion of the Company's initial public offering on November 1, 2019.

 

Redeemable Convertible Preferred Shares consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

Series A-2

 

Series B

 

Series C

 

 

 

 

Preferred

 

Preferred

 

Preferred

 

 

 

 

Shares

 

Shares

 

Shares

 

Total

Balance as of January 1, 2017

    

88,300

    

384,068

    

1,805,678

    

2,278,046

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

7,250

 

31,532

 

189,686

 

228,468

Foreign currency translation adjustment

 

(5,736)

 

(24,949)

 

(118,750)

 

(149,435)

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2017

 

89,814

 

390,651

 

1,876,614

 

2,357,079

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

7,735

 

33,646

 

206,805

 

248,186

Foreign currency translation adjustment

 

5,194

 

22,592

 

110,093

 

137,879

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2018

 

102,743

 

446,889

 

2,193,512

 

2,743,144

 

 

 

 

 

 

 

 

 

Redemption value accretion

 

3,041

 

15,642

 

97,625

 

116,308

Foreign currency translation adjustment

 

2,747

 

11,870

 

59,017

 

73,634

Conversion of Redeemable Convertible Preferred Shares to Class A Ordinary Shares

 

(108,531)

 

(474,401)

 

(2,350,154)

 

(2,933,086)

Balance as of December 31, 2019

 

 —

 

 —

 

 —

 

 —

 

Since the date of incorporation, the Company has completed four rounds of financing by issuing preferred shares, namely, Series A‑1 and A‑2 preferred shares issued in 2013 (the Series A‑1 preferred shares and Series A‑2 preferred shares are collectively referred as “Series A preferred shares”), Series B preferred shares issued in 2014, and Series C preferred shares issued in 2015. Series A‑1 preferred shares are non-redeemable convertible preferred shares while the other series preferred shares are redeemable and convertible.

On October 25, 2013, the Company entered into a share purchase agreement with the Series A Investors and pursuant to which, the Company issued 259,257,900 shares of Series A preferred shares, of which 111,110,000 series A‑1 preferred shares were issued at par value and 148,147,900 series A‑2 preferred shares were issued at a price of US$0.07 per share with total consideration of US$9,830 (equivalent to approximately RMB58,980) (see note 16 for the detail of Series A‑1 preferred shares). The issuance of the Series A preferred shares was completed in 2013.

On June 12, 2014, the Company entered into a share purchase agreement with the Series B Investors and pursuant to which, the Company issued 177,834,496 shares of Series B preferred shares at a price of US$0.25 per share with total consideration of US$45,000 (equivalent to approximately RMB276,764). The issuance of the Series B preferred shares was completed in 2014.

On June 30, 2015, the Company entered into a share purchase agreement with the Series C Investors and pursuant to which, the Company issued 286,959,017 shares of Series C preferred shares at a price of US$0.78 per share with total consideration of US$223,000 (equivalent to approximately RMB1,364,046). The issuance of the Series C preferred shares was completed in 2015. Pursuant to the agreement with Series C Investor, the Company repurchased on 29,596,670 ordinary shares with consideration of US$ 23,000 (equivalent to approximately RMB140,612), and 9,007,682 Series A‑1 preferred shares with consideration of US$ 7,000 (equivalent to approximately RMB42,000).

On October 8, 2019, the Company granted an option to acquire 172,908,894 Class A ordinary shares at par value to its Series C preferred shareholder, Greyhound Investment Ltd., in exchange for, among other things, the shareholder's consent to amend the qualified IPO definition in the Company's shareholders' agreement and articles of association to authorize the offering the Company then contemplated. The option granted to Greyhound Investment Ltd. is exercisable on the earlier of (i) 61 calendar days after the completion of the offering, and (ii) February 14, 2020. During the year ended December 31, 2019, the fair value of the option granted to Greyhound Investment Ltd. On October 8, 2019 of RMB642,174 was recorded as a deemed dividend. Greyhound Investment Ltd. exercised the option on January 7, 2020.

The Company has classified the Series A‑2 Preferred Shares, Series B Preferred Shares and Series C Preferred Shares as mezzanine equity in the Consolidated Balance Sheets since they are contingently redeemable at the option of the holders after a specified time period.

The Company has determined that conversion and redemption features embedded in the Redeemable Preferred Shares are not required to be bifurcated and accounted for as a derivative, as the economic characteristics and risks of the embedded conversion and redemption features are clearly and closely related to that of the Preferred Shares. The Preferred Shares are not readily convertible into cash as there is not a market mechanism in place for trading of the Company’s shares.

The Company has determined that there was no beneficial conversion feature attributable to any of the Preferred Shares because the initial effective conversion prices of these Preferred Shares were higher than the fair value of the Company’s ordinary shares at the relevant commitment dates.

In addition, the carrying values of the Preferred Shares are accreted from the share issuance dates to the redemption value on the earliest redemption dates. The accretions are recorded against retained earnings, or in the absence of retained earnings, additional charges are recorded by increasing the accumulated deficit.

The rights, preferences and privileges of the Preferred Shares are as follows:

Redemption Rights

At any time on or after June 12, 2019 if there is no Qualified Initial Public Offering (''Qualified IPO''), each of the holders of a majority of the then outstanding Series A‑2 Preferred Shares and Series B Preferred Shares may request a redemption of the Preferred Shares of such series.

At any time after the earlier of (a) the fifth anniversary of the commitment date of the series C preferred shares purchase agreement (“Closing Date”) (if there is no Qualified IPO) or (b) any redemption initiated by the holders of Series A‑2 Shares or Series B Shares pursuant to above, each of the holders of a majority of the then outstanding Series C Preferred Shares may request a redemption of the Preferred Shares of such series.

The price at which each Preferred Share shall be redeemed equal to 150% of its Original Issue Price, plus any dividend which have been declared (but which remain unpaid) in respect of the Preferred Shares, as adjusted for share split, share dividends, combination, recapitalizations and similar events with respect to each series.

The Company accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of the Preferred Shares using effective interest method. Changes in the redemption value are considered to be changes in accounting estimates.

Conversion Rights

Each Preferred Share is convertible, at the option of the holder, at any time after the date of issuance of such Preferred Shares according to a conversion ratio, subject to adjustments for dilution, including but not limited to stock splits, stock dividends and capitalization and certain other events. Each Preferred Share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. The conversion price of each Preferred Share is the same as its original issuance price and no adjustments to conversion price have occurred. At December 31, 2016, 2017 and 2018, each Preferred Share is convertible into one ordinary share.

Each Preferred Share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price upon (i) closing of a Qualified Initial Public Offering (''Qualified IPO'') or (ii) each Series B Preferred Share shall automatically be converted into Ordinary Shares upon the affirmative written consent of the holders of 75% or more of then outstanding Series B Preferred Shares.

Voting Rights

Each Preferred Share shall be entitled to that number of votes corresponding to the number of ordinary shares on an as-converted basis. Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series with respect to certain specified matters. Otherwise, the holders of Preferred Shares and ordinary shares shall vote together as a single class.

Dividend Rights

No dividends shall be declared or paid on the Ordinary Shares, Series A Preferred Shares and the Series B Shares unless and until a dividend in like amount is paid at the same time on each outstanding Series C Preferred Share calculated on an as-converted basis.

No dividends shall be declared or paid on the Ordinary Shares and Series A Preferred Shares unless and until a dividend in like amount is paid at the same time on each outstanding Series B Preferred Share (calculated on an as-converted basis).

Liquidation Preferences

In the event of any liquidation including deemed liquidation, dissolution or winding up of the Company, holders of the Preferred Shares shall be entitled to receive a per share amount equal to 150% of the original preferred share issue price of the respective series of Preferred Shares, as adjusted for share dividends, share splits, combinations, recapitalizations or similar events, plus all accrued and declared but unpaid dividends thereon, in the sequence of Series C Preferred Shares, Series B Preferred Shares, Series A‑2 Preferred Shares and Series A‑1 Preferred Shares. After such liquidation amounts have been paid in full, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares, on an as-converted basis, together with the holders of the ordinary shares.

The modifications of the rights, preferences and privileges of the Preferred Shares are not considered substantial, and are thus accounted for as a modification rather than an extinguishment of the Preferred Shares. Where there is a transfer of value between ordinary shareholders and Preferred Shares holders as a result of such modifications, the transfer of value is accounted for as deemed dividends, recorded as additions/reductions in accumulated deficit and reductions/additions in the Preferred Shares carrying amounts.

v3.20.1
Loss per share
12 Months Ended
Dec. 31, 2019
Loss per share  
Loss per share

18.    Loss per share

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the periods presented:

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

  

2017

  

2018

  

2019

 

 

RMB

 

RMB

 

RMB

Numerator:

 

  

 

  

 

 

Net income (loss)

 

649

 

104,026

 

(510,387)

Accretion to preferred share redemption value

 

(228,468)

 

(248,186)

 

(116,308)

Deemed dividend to preferred shareholder

 

 —

 

 —

 

(642,174)

Numerator for basic and diluted net loss per share calculation

 

(227,819)

 

(144,160)

 

(1,268,869)

Denominator:

 

  

 

 

 

 

Weighted average number of ordinary shares

 

945,712,030

 

945,712,030

 

1,087,910,999

Denominator for basic and diluted net loss per share calculation

 

945,712,030

 

945,712,030

 

1,087,910,999

Net loss per ordinary share

 

  

 

  

 

 

—Basic and diluted

 

(0.24)

 

(0.15)

 

(1.17)

 

The potentially dilutive securities that have not been included in the calculation of diluted net loss per share as their inclusion would be anti-dilutive are as follows:

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

    

2017

    

2018

    

2019

Series A-1 Preferred Shares

 

102,102,318

 

102,102,318

 

 —

Redeemable Convertible Preferred Shares

 

612,941,413

 

612,941,413

 

 —

Share options to employees

 

 —

 

175,978,312

 

104,543,578

Share options to Series C preferred shareholder

 

 —

 

 —

 

172,908,894

Total

 

715,043,731

 

891,022,043

 

277,452,472

 

v3.20.1
Share-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2019
Share-Based Compensation  
Schedule of Stock option activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

average

 

Weighted

 

 

 

 

average

 

remaining

 

average

 

 

Number of

 

exercise

 

contractual

 

grant date

 

 

shares

 

price

 

term

 

fair value

 

    

 

    

US$

    

 

    

US$

Outstanding as of December 31, 2017

 

 —

 

 —

 

 —

 

 —

 -Grant

 

175,978,312

 

0.0000001

 

 5

 

1.38

 -Forfeited

 

 —

 

 —

 

 —

 

 —

Outstanding as of December 31, 2018

 

175,978,312

 

0.0000001

 

4.97

 

1.38

 -Grant to Employees

 

2,809,000

 

0.0000001

 

4.5

 

1.4

 -Forfeited

 

(74,243,734)

 

0.0000001

 

4.3

 

1.38

Outstanding as of December 31, 2019

 

104,543,578

 

0.0000001

 

3.98

 

1.37

Exercisable as of December 31, 2019

 

66,176,296

 

0.0000001

 

3.98

 

1.38

 

Schedule of assumptions using Binomial Option Pricing Model

 

 

 

 

 

 

 

 

2018

 

2019

 

Expected volatility

 

60

%

60

%

Risk-free interest rate (per annum)

 

3.7

%

2.8

%

Exercise multiple

 

2.2

 

2.2

 

Expected dividend yield

 

0

%

0

%

Contractual term (in years)

 

 5

 

 5

 

 

v3.20.1
Customers' refundable fees (Tables)
12 Months Ended
Dec. 31, 2019
Customers' refundable fees  
Schedule of Customers' refundable fees

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at beginning of year

 

76,625

 

58,878

 

41,697

Cash received from customers

 

797,529

 

554,539

 

409,781

Cash refunded to customers

 

(160,653)

 

(36,136)

 

(85,227)

Revenue recognized

 

(654,623)

 

(535,584)

 

(321,335)

Balance at end of year

 

58,878

 

41,697

 

44,916

 

v3.20.1
Related Party Balance and Transactions (Tables)
12 Months Ended
Dec. 31, 2019
Related Party Balance and Transaction  
Schedule of transactions with related parties

 

 

 

 

 

 

 

 

 

For the year ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Transactions with related parties

 

 

 

  

 

  

(1) Base commission income and Sales incentive income shared with related parties under Self-Commitment and Non-Group Collaborative Agreements (see note 12(3))

 

 

 

  

 

  

Gefei Wenqin

 

24,656

 

 —

 

 —

Gefei Chengyun

 

17,231

 

 —

 

 —

Jiushen

 

1,850

 

 —

 

 —

Jiufeng

 

9,999

 

 —

 

 —

Jiusheng

 

 —

 

16,985

 

261

Jiuchuan

 

1,566

 

13,428

 

12,727

Jiuyi

 

 —

 

 —

 

10,934

Decheng

 

 —

 

585

 

2,957

Tianye

 

 —

 

3,673

 

8,836

Qianli

 

 —

 

11,189

 

 —

Yunde

 

 —

 

 —

 

11,622

Detong

 

 —

 

 —

 

3,538

Qixing

 

 —

 

 —

 

2,576

Jiuzhen

 

 —

 

 —

 

5,074

Deyan

 

 —

 

 —

 

15,270

 

 

55,302

 

45,860

 

73,795

 

Under the respective Non-Group Commitment Agreements, the equity method investees above are parties under tri-party agreements pursuant to which they directly advanced the deposits to the real estate developers for the year ended December 31, 2018 and 2019.

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

(2) Base commission income shared with related party under Exclusive Sales Contracts without Sales Commitment Arrangement

 

  

 

  

 

  

Derong

 

 —

 

 —

 

11,414

 

 

 —

 

 —

 

11,414

 

 

 

 

 

 

 

Total

 

55,302

 

45,860

 

85,209

 

Schedule of amounts due to related parties

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Amounts due to related parties

 

  

 

  

(1) Payables for income shared under Self-Commitment and Non-Group Collaborative  Agreements (see note 12(3))

 

  

 

  

Gefei Chengyun

 

11,374

 

10,759

Jiushen

 

1,263

 

1,263

Jiufeng

 

1,769

 

301

Jiusheng

 

19,912

 

 2

Jiuchuan

 

13,428

 

11,154

Jiuyi

 

 —

 

13,190

Decheng

 

479

 

3,029

Tianye

 

3,673

 

11,382

Qianli

 

10,581

 

 —

Yunde

 

 —

 

9,730

Detong

 

 —

 

3,538

Qixing

 

 —

 

2,464

Jiuzhen

 

 —

 

2,348

Tianlin

 

 —

 

3,219

Deyan

 

 —

 

6,893

Jiushi

 

 —

 

15

 

 

62,479

 

79,287

 

 

 

 

 

(2) Payables for funds provided under Self-Commitment Collaborative Agreements (see note 12(3))

 

  

 

  

Jiusheng

 

34,714

 

 —

 

 

34,714

 

 —

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

(3) Payables for Base Commission Income shared with related party under Exclusive Sales Contracts without Sales Commitment Arrangement

 

 

 

 

Derong

 

 —

 

11,414

 

 

 —

 

11,414

 

 

 

 

 

(4) Other payables

 

 

 

 

Amount due to Jiushen

 

 —

 

2,909

Amount due to Jiuyi

 

 —

 

6,690

Shanghai Chongkai Enterprise Management
(LLP) ("Chongkai")

 

 —

 

5,085

 

 

 —

 

14,684

 

 

 

 

 

Total

 

97,193

 

105,385

 

v3.20.1
Loss per share - Securities excluded (Details) - shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Net (loss) income per share      
Dilutive securities excluded 277,452,472 891,022,043 715,043,731
Series A-1 Preferred Shares      
Net (loss) income per share      
Dilutive securities excluded   102,102,318 102,102,318
Redeemable Convertible Preferred Shares      
Net (loss) income per share      
Dilutive securities excluded   612,941,413 612,941,413
Share options | Employees      
Net (loss) income per share      
Dilutive securities excluded 104,543,578 175,978,312  
Share options | Series C preferred shareholder      
Net (loss) income per share      
Dilutive securities excluded 172,908,894    
v3.20.1
Prepayments and other assets - Loans receivable, net (Details) - CNY (¥)
¥ in Thousands
12 Months Ended 24 Months Ended
Dec. 25, 2018
Dec. 25, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2017
Dec. 31, 2016
Loans receivable, net              
Loans receivable, gross     ¥ 74,786 ¥ 75,181 ¥ 74,786    
Less: allowance for doubtful loans     (4,255) (1,113) (4,255) ¥ (1,411) ¥ (1,324)
Loans receivables, net [1]     70,531 74,068 70,531    
Current Portion     66,431 70,399 66,431    
Non-Current Portion     4,100 3,669 4,100    
Secured personal loans              
Loans receivable, net              
Loans receivable, gross     16,741 31,467 16,741    
Secured personal loans | Independent Third Party Trust              
Loans receivable, net              
Term of arrangement   1 year          
Secured receivables acquired from trust              
Loans receivable, net              
Consideration for loans purchased ¥ 21,424            
Secured receivables acquired from trust | Independent Third Party Trust              
Loans receivable, net              
Loans receivable, gross     14,760 21,424 14,760    
Less: allowance for doubtful loans     (3,100)   (3,100)    
Unsecured personal loans              
Loans receivable, net              
Loans receivable, gross     ¥ 58,045 ¥ 43,714 ¥ 58,045    
Minimum              
Loans receivable, net              
Loan original term     30 days 30 days      
Interest rate on loan         3.60%    
Minimum | Secured personal loans | Independent Third Party Trust              
Loans receivable, net              
Percentage on loan facilitation fee   0.80%          
Maximum              
Loans receivable, net              
Loan original term         5 years    
Interest rate on loan         24.00%    
Maximum | Secured personal loans | Independent Third Party Trust              
Loans receivable, net              
Percentage on loan facilitation fee   4.00%          
[1] Loans receivable, net
v3.20.1
Property, equipment and software, net (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2019
CNY (¥)
Property, equipment and software, net          
Total Property, equipment and software     ¥ 88,000   ¥ 76,165
Less: Accumulated depreciation and amortization     (72,550)   (67,867)
Total Property, equipment and software, net $ 1,192   15,450   8,298
Depreciation and amortization $ 696 ¥ 4,842 14,254 ¥ 30,440  
Buildings          
Property, equipment and software, net          
Total Property, equipment and software     2,594   2,594
Leasehold improvements          
Property, equipment and software, net          
Total Property, equipment and software     44,798   45,008
Furniture, office equipment          
Property, equipment and software, net          
Total Property, equipment and software     26,703   21,642
Motor vehicles          
Property, equipment and software, net          
Total Property, equipment and software     10,189   2,825
Software          
Property, equipment and software, net          
Total Property, equipment and software     ¥ 3,716   ¥ 4,096
v3.20.1
Parent only financial information - Condensed Balance Sheets (Details)
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Dec. 31, 2016
CNY (¥)
Current assets          
Cash and cash equivalents $ 158,543 ¥ 1,103,747 ¥ 443,586    
Total current assets 535,783 3,730,020 2,429,293    
Non-current assets          
Total non-current assets 92,233 642,105 449,991    
Total assets 628,016 4,372,125 2,879,284    
Current liabilities          
Accrued expenses and other payables 48,641 338,626 425,470    
Total current liabilities 398,053 2,771,160 1,990,784    
Total liabilities 399,764 2,783,070 2,003,430    
Mezzanine equity          
Total mezzanine equity     2,743,144 ¥ 2,357,079 ¥ 2,278,046
Deficit          
Series A-1 Convertible Preferred Shares     5,513    
Additional paid-in capital 700,988 4,880,135 55,052    
Accumulated other comprehensive loss (52,989) (368,897) (274,540)    
Accumulated deficit (419,747) (2,922,184) (1,653,315)    
Total (deficit) equity 228,252 1,589,055 (1,867,290)    
Total liabilities, mezzanine equity and (deficit) equity $ 628,016 4,372,125 2,879,284    
Reportable Legal Entities | Parent Company          
Current assets          
Cash and cash equivalents   431,029 36    
Total current assets   431,029 36    
Non-current assets          
Investments in and amounts due from subsidiaries, the VIE and VIE's subsidiaries   2,145,325 1,197,490    
Total non-current assets   2,145,325 1,197,490    
Total assets   2,576,354 1,197,526    
Current liabilities          
Accrued expenses and other payables   29,202 20,590    
Total current liabilities   29,202 20,590    
Total liabilities   29,202 20,590    
Mezzanine equity          
Total mezzanine equity   0 2,743,144    
Deficit          
Ordinary shares   0      
Additional paid-in capital   4,880,135 55,052    
Accumulated other comprehensive loss   (368,897) (274,540)    
Accumulated deficit   (1,964,087) (1,352,233)    
Total (deficit) equity   2,547,152 (1,566,208)    
Total liabilities, mezzanine equity and (deficit) equity   2,576,354 1,197,526    
Series A-2 Redeemable Convertible Preferred Shares          
Mezzanine equity          
Total mezzanine equity     102,743 89,814 88,300
Series A-2 Redeemable Convertible Preferred Shares | Reportable Legal Entities | Parent Company          
Mezzanine equity          
Total mezzanine equity   0 102,743    
Series B Redeemable Convertible Preferred Shares          
Mezzanine equity          
Total mezzanine equity     446,889 390,651 384,068
Series B Redeemable Convertible Preferred Shares | Reportable Legal Entities | Parent Company          
Mezzanine equity          
Total mezzanine equity   0 446,889    
Series C Redeemable Convertible Preferred Shares          
Mezzanine equity          
Total mezzanine equity     2,193,512 ¥ 1,876,614 ¥ 1,805,678
Series C Redeemable Convertible Preferred Shares | Reportable Legal Entities | Parent Company          
Mezzanine equity          
Total mezzanine equity   0 2,193,512    
Series A-1 Convertible Preferred Shares | Reportable Legal Entities | Parent Company          
Deficit          
Series A-1 Convertible Preferred Shares   0 ¥ 5,513    
Class A ordinary shares          
Deficit          
Ordinary shares   1      
Total (deficit) equity   1      
Class A ordinary shares | Reportable Legal Entities | Parent Company          
Deficit          
Ordinary shares   1      
Class B Ordinary shares | Reportable Legal Entities | Parent Company          
Deficit          
Ordinary shares   ¥ 0      
v3.20.1
Taxation
12 Months Ended
Dec. 31, 2019
Taxation  
Taxation

13.    Taxation

a)    Income tax

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. A two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the subsidiary to the Company is not subject to withholding tax in Hong Kong.

PRC

Under the Enterprise Income Tax Law (“EIT Law”) in the PRC, domestic companies are subject to EIT at a uniform rate of 25%.  The Company’s PRC subsidiaries, VIE and VIE’s subsidiaries are subject to the statutory income tax rate at 25% unless otherwise specified. On October 31, 2017, Shenzhen Fangdd obtained a certificate from the Guangdong provincial government for a High and New Technology Enterprise (“HNTE”) qualification. This certificate entitled Shenzhen Fangdd to enjoy a preferential income tax rate of 15% for a period of three years from 2017 to 2019 if all the criteria for HNTE status could be satisfied in the relevant year.

Under the EIT Law and its implementation rules, an enterprise established outside China with a “place of effective management” within China is considered a China resident enterprise for Chinese enterprise income tax purposes. A China resident enterprise is generally subject to certain Chinese tax reporting obligations and a uniform 25% enterprise income tax rate on its worldwide income. The implementation rules to the New EIT Law provide that non-resident legal entities are considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside the PRC should be treated as residents for 2008 EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC are deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%. Dividends paid to non-PRC-resident corporate investor from profits earned by the PRC subsidiaries after January 1, 2008 would be subject to a withholding tax. The EIT law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its non-PRC-resident corporate investor for earnings generated beginning on January 1, 2008. Due to the plan to indefinitely reinvest its earnings in the PRC, the Company has not provided for deferred tax liabilities on undistributed earnings of RMB8,557 and RMB8,909 as of December 31, 2018 and 2019, respectively.

Income (loss) before provision for income taxes is attributable to the following geographic locations for the years ended December 31:

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Cayman

 

(2,479)

 

(74)

 

13,620

Hong Kong SAR

 

(134)

 

7,042

 

(2,490)

BVI

 

(1)

 

(18)

 

(2)

PRC, excluding Hong Kong SAR

 

5,629

 

101,509

 

(517,749)

 

 

3,015

 

108,459

 

(506,621)

 

The Group had minimal current income tax expense for the years ended December 31, 2017, 2018 and 2019, as the majority of the companies in the Group either made a loss or had tax loss carry forwards to net against taxable income in the respective years.

Income tax expense consists of the following:

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Current income tax expense

 

3,277

 

6,540

 

2,588

Deferred income tax (benefit)

 

(911)

 

(2,107)

 

1,178

 

 

2,366

 

4,433

 

3,766

 

The actual income tax expense reported in the Consolidated Statements of Comprehensive Income (Loss) for each of the years ended December 31 2017, 2018 and 2019 differs from the amount computed by applying the PRC statutory income tax rate of 25% to income before income taxes due to the following:

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Income/(loss) before tax

 

3,015

 

108,459

 

(506,621)

Income tax computed at PRC statutory tax rate

 

754

 

27,115

 

(126,655)

Tax rate differential not subject to PRC income tax

 

631

 

(576)

 

(3,193)

Non-deductible expense

 

4,147

 

2,245

 

151,990

Effect of preferential tax rate (Note*)

 

(3,102)

 

(5,153)

 

47,979

Change in valuation allowance

 

3,348

 

(8,651)

 

(56,920)

Additional deduction for research and development expenses

 

(3,412)

 

(8,732)

 

(9,700)

Tax-exempted income

 

 —

 

(2,306)

 

(1,440)

Late payment surcharge on uncertain tax position

 

 —

 

544

 

1,321

Other

 

 —

 

(53)

 

384

 

 

2,366

 

4,433

 

3,766

 

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Note* Shenzhen Fangdd enjoys a preferential income tax rate of 15% from 2014 to 2019 if all the criteria for HNTE status could be satisfied in the relevant year. Please refer to Note 13 – a) PRC section for details. Shenzhen Fangdd will renew the HNTE  status in 2020 and believes that it will obtain the HNTE status for an additional period of 3 years from 2020 to 2022.

b)    Deferred tax assets and liabilities

The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities as of December 31, 2018 and 2019 are as follows:

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Net operating loss carry forward

 

142,793

 

71,588

Allowance for doubtful accounts

 

17,208

 

27,229

Payroll and accrued expenses

 

2,148

 

2,898

Deductible advertisement expenses

 

158

 

94

Long-term equity investment impairment

 

 —

 

2,400

Total deferred tax assets

 

162,307

 

104,209

Less: Valuation allowance

 

(153,840)

 

(96,920)

Deferred tax assets

 

8,467

 

7,289

 

The movements of the valuation allowance are as follows:

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at the beginning of the year

 

(159,143)

 

(162,491)

 

(153,840)

Changes of valuation allowances

 

(3,348)

 

8,651

 

56,920

Balance at the end of the year

 

(162,491)

 

(153,840)

 

(96,920)

 

Management believes it is more likely than not that the deferred tax asset, net of the valuation allowance as of December 31, 2018 and 2019, will be realized. However, the amount of the deferred tax assets considered realizable could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. As of December 31, 2019, the valuation allowance of RMB96,920 was related to the deferred income tax asset of certain subsidiaries of the Company. These entities were in a cumulative loss position, which is a significant negative indicator to overcome that sufficient income will be generated over the periods in which the deferred income tax assets are deductible or utilized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilized. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The net operating losses carry forwards of the Company’s PRC subsidiaries amounted to RMB284,029 as of December 31, 2019, of which RMB4,053, RMB73,599,  RMB152,419,    RMB45,659 and RMB8,299 will expire if unused by December 31, 2020, 2021, 2022, 2023 and 2024, respectively.

A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2017, 2018 and 2019 is as follows:

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Beginning balance

 

(812)

 

(3,697)

 

(12,646)

(Additions)/deduction

 

(2,885)

 

(8,949)

 

736

Ending balance

 

(3,697)

 

(12,646)

 

(11,910)

 

RMB12,646 and RMB11,910 of unrecognized tax benefits as of December 31, 2018 and 2019 are related to uncertainty with regards to the deductibility of certain business expenses incurred as well as recognition of certain income for tax purpose. Those, if recognized, would affect the effective tax rate. The unrecognized tax benefits as of December 31, 2018 and 2019 were included in other non-current liabilities. The Company is currently unable to provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months. The accrued interest and penalties were recognized in the Consolidated Statements of Comprehensive Income (Loss) as components of income tax expense.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years for tax underpayment due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances where the underpayment of taxes is more than RMB100. In the case of transfer pricing issues, the statute of limitations is 10 years. There is no statute of limitations for tax evasions.

 

v3.20.1
Revenue information
12 Months Ended
Dec. 31, 2019
Revenue information  
Revenue information

17.    Revenue information

Revenue consists of the following:

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Base commission from transactions

 

1,652,032

 

2,034,115

 

3, 454,957

Innovation initiatives and other value-added services

 

146,489

 

248,101

 

144, 479

 

 

1,798,521

 

2,282,216

 

3,599,436

 

As the Group generates substantially all of its revenues from customers domiciled in the PRC, no geographical segments are presented. All of the Group’s long-lived assets are located in the PRC.

Innovation initiatives and other value-added services primarily consists of sales incentive income, franchise income, financial services income, loan facilitation services, parking space transaction services and revenue from other value-added services rendered to the Registered Agents and market participants.

v3.20.1
Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events  
Subsequent Events

21.    Subsequent Events

The outbreak of a novel coronavirus (COVID-19) since January 2020 has disrupted commercial and economic activities in mainland China. The Group has taken measures to and has resumed operation in an orderly manner. The COVID-19 epidemic is expected to have a negative impact on the Group's operating result and cashflow in the first quarter of 2020 but will not have a substantial impact on the Group ‘s ability to continue as a going concern.

v3.20.1
Parent only financial information (Tables)
12 Months Ended
Dec. 31, 2019
Parent only financial information  
Schedule of Condensed Balance Sheets

(a)    Condensed Balance Sheets

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Assets

 

  

 

  

Current asset

 

  

 

  

Cash and cash equivalents

 

36

 

431,029

Total current asset

 

36

 

431,029

Non-current asset

 

  

 

  

Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries

 

1,197,490

 

2,145,325

Total non-current asset

 

1,197,490

 

2,145,325

Total assets

 

1,197,526

 

2,576,354

Liabilities

 

  

 

 

Current liability

 

  

 

  

Accrued expenses and other current liabilities

 

20,590

 

29,202

Total current liability

 

20,590

 

29,202

Total liabilities

 

20,590

 

29,202

Mezzanine equity

 

  

 

  

Series A-2 Redeemable Convertible Preferred Shares

 

102,743

 

 —

Series B Redeemable Convertible Preferred Shares

 

446,889

 

 —

Series C Redeemable Convertible Preferred Shares

 

2,193,512

 

 —

Total mezzanine equity

 

2,743,144

 

 —

(Deficit) Equity

 

  

 

  

Ordinary shares

 

 —

 

 —

Class A ordinary shares

 

 —

 

 1

Class B ordinary shares

 

 —

 

 —

Series A-1 Convertible Preferred Shares

 

5,513

 

 —

Additional paid-in capital

 

55,052

 

4,880,135

Accumulated other comprehensive loss

 

(274,540)

 

(368,897)

Accumulated deficit

 

(1,352,233)

 

(1,964,087)

Total (deficit) equity

 

(1,566,208)

 

2,547,152

 

 

 

 

 

Total liabilities, mezzanine equity and (deficit) equity

 

1,197,526

 

2,576,354

 

Schedule of Condensed Statements of Results of Operations

(b)    Condensed Statements of Results of Operations

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

General and administrative expenses

 

(2,722)

 

(72)

 

(881)

Total operating expenses

 

(2,722)

 

(72)

 

(881)

Loss from operations

 

(2,722)

 

(72)

 

(881)

Equity income of subsidiaries and the VIE and VIE’s subsidiaries

 

54,226

 

22,921

 

147,511

Other income:

 

  

 

  

 

 

Interest income, net

 

243

 

(2)

 

(2)

Income before income tax

 

51,747

 

22,847

 

146,628

Income tax expense

 

 —

 

 —

 

 —

Net income

 

51,747

 

22,847

 

146,628

Accretion of Redeemable Convertible Preferred Shares

 

(228,468)

 

(248,186)

 

(116,308)

Deemed dividend to preferred shareholder

 

 —

 

 —

 

(642,174)

Net loss attributable to ordinary shareholders

 

(176,721)

 

(225,339)

 

(611,854)

 

Schedule of Condensed statements of cash flows

(c)    Condensed statements of cash flows

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Net cash (used in) provided by operating activities

 

(2,479)

 

25

 

(883)

Cash flows used in investing activities:

 

 

 

 

 

 

Investments in and amounts due from subsidiaries, the VIE and VIE’s subsidiaries

 

(660,531)

 

 —

 

(64,295)

Investment in short-term investments

 

 —

 

 —

 

(380,901)

Proceeds from redemption of short-term investments

 

 —

 

 —

 

380,901

Net cash used in investing activities

 

(660,531)

 

 —

 

(64,295)

Cash flows provided by financing activities:

 

 

 

 

 

 

Proceeds from initial public offering, net of offering cost

 

 —

 

 —

 

498,436

Net cash provided by financing activities

 

 —

 

 

498,436

Effect of exchange rate changes on cash and cash equivalents

 

(18,742)

 

 1

 

(2,265)

Net  (decrease) increase in cash and cash equivalents

 

(681,752)

 

26

 

430,993

Cash and cash equivalents at the beginning of the year

 

681,762

 

10

 

36

Cash and cash equivalents at the end of the year

 

10

 

36

 

431,029

 

v3.20.1
Revenue information (Tables)
12 Months Ended
Dec. 31, 2019
Revenue information  
Schedule of disaggregation of revenue

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Base commission from transactions

 

1,652,032

 

2,034,115

 

3, 454,957

Innovation initiatives and other value-added services

 

146,489

 

248,101

 

144, 479

 

 

1,798,521

 

2,282,216

 

3,599,436

 

v3.20.1
Accrued expenses and other payables (Tables)
12 Months Ended
Dec. 31, 2019
Accrued expenses and other payables  
Schedule of components of accrued expenses and other payables

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

 

 

2018

 

2019

 

    

 

    

RMB

    

RMB

Accrual for salary and bonus

 

  

 

52,188

 

36,632

Other taxes and surcharge payable

 

  

 

37,166

 

36,448

Down payments collected on behalf of secondary property sellers

 

(1)

 

4,727

 

301

Amounts due to franchisees

 

(2)

 

22,430

 

14,278

Amounts due to third party under collaborative agreements

 

(3)

 

14,050

 

 —

Amounts due to equity method investees under collaborative agreements

 

(3)

 

34,714

 

 —

Professional service fee

 

  

 

7,541

 

10,550

Others

 

  

 

252,654

 

240,417

Accrued expenses and other payables

 

  

 

425,470

 

338,626

(1)

These amounts were held on behalf of home purchasers in respect of their down payments made for secondary property transactions of which legal title transfer from property sellers had not yet been completed. (see note 2(h)(ii))

(2)

The Group entered into franchise agreements with certain real estate agency companies which are granted with the right to use the Group’s brands, access of listings in the Group’s platform and other resources.

These amounts as of December 31, 2018 and 2019 represent the commission received on behalf of the real estate agency companies and guarantee deposits.

(3)

For those exclusive sales contracts with Sales Commitment Arrangements as described in note 2(l), the Group either enters into Self-Commitment Arrangements with the real estate developers directly or enters into Non-Group Commitment Arrangements under tri-party agreements with the real estate developers and the Group’s equity method investees. Under both of these arrangements, the Group is responsible to render the properties sales services as specified in the exclusive sales contracts.

v3.20.1
Loss per share - Reconciliation (Details)
¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
$ / shares
shares
Dec. 31, 2019
CNY (¥)
¥ / shares
shares
Dec. 31, 2018
CNY (¥)
¥ / shares
shares
Dec. 31, 2017
CNY (¥)
¥ / shares
shares
Numerator:        
Net income (loss) $ (73,311) ¥ (510,387) ¥ 104,026 ¥ 649
Accretion to preferred share redemption value (16,707) (116,308) (248,186) (228,468)
Deemed dividend to preferred shareholder $ (92,243) ¥ (642,174)    
Numerator for basic and diluted net loss per share calculation     ¥ (144,160) ¥ (227,819)
Denominator:        
Weighted average number of ordinary shares | shares 1,087,910,999 1,087,910,999 945,712,030 945,712,030
Net loss per ordinary share:        
- Basic and diluted | (per share) $ (0.17) ¥ (1.17) ¥ (0.15) ¥ (0.24)
Class A ordinary shares        
Numerator:        
Net income (loss)   ¥ (510,387)    
Accretion to preferred share redemption value   (116,308)    
Deemed dividend to preferred shareholder   (642,174)    
Numerator for basic and diluted net loss per share calculation   ¥ (1,268,869)    
Denominator:        
Weighted average number of ordinary shares | shares 1,087,910,999 1,087,910,999    
Net loss per ordinary share:        
- Basic and diluted | ¥ / shares   ¥ (1.17)    
v3.20.1
Prepayments and other assets (Details)
¥ in Thousands, $ in Thousands
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Prepayment and other assets      
Loans receivable, net [1]   ¥ 70,531 ¥ 74,068
Rental and other deposits   6,993 10,258
Security deposits with real estate developers [2]   72,573 106,528
Deposits for investments [3]   3,155 20,246
Others   48,671 23,811
Prepayments and other assets   201,923 234,911
Current Portion $ 27,962 194,668 210,996
Non-Current Portion   ¥ 7,255 ¥ 23,915
[1] Loans receivable, net
[2] The Group is required to advance certain deposits to obtain the exclusive selling right for a limited period of time even under exclusive sales contract without Sales Commitment Arrangement. The exclusive sales period normally last for a few months. Full deposits amounts are refundable at the end of the exclusive sales period. The Group deposited investment funds of RMB16,246 and RMB3,155 for acquiring equity interests over certain limited partnerships as of December 31, 2018 and 2019, respectively. The Group had also deposited RMB4,000 for an investment to Guangxi Youju Technology Ltd (“Youju”) as of December 31, 2018 subject to fulfillment of certain closing conditions. On May 15, 2019, a supplemental agreement was entered to terminate the capital injection agreement of Youju and refunded RMB4,000 to the Group in June 2019.
[3] The Group deposited investment funds of RMB16,246 and RMB3,155 for acquiring equity interests over certain limited partnerships as of December 31, 2018 and 2019, respectively. The Group had also deposited RMB4,000 for an investment to Guangxi Youju Technology Ltd (“Youju”) as of December 31, 2018 subject to fulfillment of certain closing conditions. On May 15, 2019, a supplemental agreement was entered to terminate the capital injection agreement of Youju and refunded RMB4,000 to the Group in June 2019.
v3.20.1
Prepayments and other assets - Prepaid Investment Funds (Details) - CNY (¥)
¥ in Thousands
May 15, 2019
Dec. 31, 2019
Dec. 31, 2018
Investment Holdings [Line Items]      
Deposits for investments [1]   ¥ 3,155 ¥ 20,246
Certain Limited Partnerships      
Investment Holdings [Line Items]      
Deposits for investments   ¥ 3,155 16,246
Guangxi Youju Technology Ltd. [Member]      
Investment Holdings [Line Items]      
Deposits for investments     ¥ 4,000
Deposits for investments, refunded ¥ 4,000    
[1] The Group deposited investment funds of RMB16,246 and RMB3,155 for acquiring equity interests over certain limited partnerships as of December 31, 2018 and 2019, respectively. The Group had also deposited RMB4,000 for an investment to Guangxi Youju Technology Ltd (“Youju”) as of December 31, 2018 subject to fulfillment of certain closing conditions. On May 15, 2019, a supplemental agreement was entered to terminate the capital injection agreement of Youju and refunded RMB4,000 to the Group in June 2019.
v3.20.1
Related Party Balance and Transactions (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
item
Dec. 31, 2019
CNY (¥)
item
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   ¥ 85,209 ¥ 45,860 ¥ 55,302
Revenue $ 517,027 3,599,436 2,282,216 1,798,521
Amounts due to related parties   105,385 97,193  
Other Payables        
Related Party Transaction [Line Items]        
Amounts due to related parties   14,684    
Parking space transaction facilitating services        
Related Party Transaction [Line Items]        
Revenue   28,877    
Jiushen | Other Payables        
Related Party Transaction [Line Items]        
Amounts due to related parties   2,909    
Jiuyi | Other Payables        
Related Party Transaction [Line Items]        
Amounts due to related parties   6,690    
Shenzhen Jinyiyun | Parking space transaction facilitating services        
Related Party Transaction [Line Items]        
Revenue   ¥ 28,877    
Chongkai        
Related Party Transaction [Line Items]        
Number of founders owing the company | item 2 2    
Chongkai | Other Payables        
Related Party Transaction [Line Items]        
Amounts due to related parties   ¥ 5,085    
Self Commitment and Non-Group Collaborative Agreements        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   73,795 45,860 55,302
Amounts due to related parties   79,287 62,479  
Self Commitment and Non-Group Collaborative Agreements | Gefei Wenqin        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   0 0 24,656
Self Commitment and Non-Group Collaborative Agreements | Gefei Chengyun        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   0 0 17,231
Amounts due to related parties   10,759 11,374  
Self Commitment and Non-Group Collaborative Agreements | Jiushen        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   0 0 1,850
Amounts due to related parties   1,263 1,263  
Self Commitment and Non-Group Collaborative Agreements | Jiufeng        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   0 0 9,999
Amounts due to related parties   301 1,769  
Self Commitment and Non-Group Collaborative Agreements | Jiusheng        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   261 16,985 0
Amounts due to related parties   2 19,912  
Self Commitment and Non-Group Collaborative Agreements | Jiuchuan        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   12,727 13,428 1,566
Amounts due to related parties   11,154 13,428  
Self Commitment and Non-Group Collaborative Agreements | Jiuyi        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   10,934 0 0
Amounts due to related parties   13,190 0  
Self Commitment and Non-Group Collaborative Agreements | Decheng        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   2,957 585 0
Amounts due to related parties   3,029 479  
Self Commitment and Non-Group Collaborative Agreements | Tianye        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   8,836 3,673 0
Amounts due to related parties   11,382 3,673  
Self Commitment and Non-Group Collaborative Agreements | Qianli        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   0 11,189 0
Amounts due to related parties   0 10,581  
Self Commitment and Non-Group Collaborative Agreements | Yunde        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   11,622 0 0
Amounts due to related parties   9,730 0  
Self Commitment and Non-Group Collaborative Agreements | Detong        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   3,538 0 0
Amounts due to related parties   3,538 0  
Self Commitment and Non-Group Collaborative Agreements | Qixing        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   2,576 0 0
Amounts due to related parties   2,464 0  
Self Commitment and Non-Group Collaborative Agreements | Jiuzhen        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   5,074 0 0
Amounts due to related parties   2,348 0  
Self Commitment and Non-Group Collaborative Agreements | Tianlin        
Related Party Transaction [Line Items]        
Amounts due to related parties   3,219 0  
Self Commitment and Non-Group Collaborative Agreements | Deyan        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   15,270 0 ¥ 0
Amounts due to related parties   6,893 0  
Self Commitment and Non-Group Collaborative Agreements | Jiushi        
Related Party Transaction [Line Items]        
Amounts due to related parties   15 0  
Self-Commitment Collaborative Agreements        
Related Party Transaction [Line Items]        
Amounts due to related parties   0 34,714  
Self-Commitment Collaborative Agreements | Jiusheng        
Related Party Transaction [Line Items]        
Amounts due to related parties   0 34,714  
Exclusive Sales Contracts Without Sales Commitment Arrangement        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   11,414 0  
Amounts due to related parties   11,414    
Exclusive Sales Contracts Without Sales Commitment Arrangement | Derong        
Related Party Transaction [Line Items]        
Base commission income and sales incentive income shared with related parties   11,414 ¥ 0  
Amounts due to related parties   ¥ 11,414    
v3.20.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2.    Summary of Significant Accounting Policies

(a)    Basis of presentation

The Consolidated Financial Statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America  (‘‘U.S. GAAP’’).

The accompanying Consolidated Financial Statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to operate profitably, to generate cash flows from operations, and its ability to attract investors and to borrow funds on reasonable economic terms.

Historically, the Group has relied principally on both operational sources of cash and non-operational sources of equity and debt financing to fund its operations and business development. In addition, the Group can adjust the pace of its operation expansion and control the operating expenses of the Group. The management believes the Group will have sufficient cash resources from operations and financing support from investors to fund its continuing operation. Therefore, the Group's Consolidated Financial Statements have been prepared on a going concern basis.

(b)    Principles of Consolidation

The accompanying Consolidated Financial Statements include the results of the Company, its subsidiaries, VIE and VIE’s subsidiaries.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

All intercompany transactions and balances among the Company, its subsidiaries, VIE and VIE’s subsidiaries have been eliminated upon consolidation.

(c)    Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the Consolidated Financial Statements and accompanying notes. Significant accounting estimates include, but not limited to, allowance for accounts and loans receivable, realization of deferred income tax assets, impairment loss for long-term equity investment and share-based compensation. Actual results may differ materially from those estimates.

(d)    Foreign Currency

The Group’s reporting currency is Renminbi (‘‘RMB’’). The functional currency of the Company and the Group’s entities incorporated in the Cayman Island, British Virgin Islands (‘‘BVI’’), and Hong Kong (‘‘HK’’) is the United States dollars (‘‘US$’’). The functional currency of the Group’s PRC subsidiaries, VIE and VIE’s subsidiaries is RMB.

Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange (gain) losses in the Consolidated Statements of Comprehensive Income (Loss). Total foreign currency exchange differences were a loss of RMB787, a gain of RMB684 and a gain of RMB237 for the years ended December 31, 2017, 2018 and 2019, respectively.

The financial statements of the Company and the Group’s entities incorporated at Cayman Island, BVI and Hong Kong are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings (deficit) generated in the current period are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulted foreign currency translation adjustments are recorded as a component of other comprehensive income or losses in the Consolidated Statements of Comprehensive Income (Loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or losses in the Consolidated Statements of Changes in (Deficit) Equity.

(e)    Convenience Translation

Translations of certain balances in accompanying Consolidated Financial Statements from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB 6.9618, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying Consolidated Financial Statements are unaudited.

(f)    Commitments and Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

(g)    Cash and Cash Equivalents

Cash and cash equivalents represent demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or less and are readily convertible to known amounts of cash.

(h)    Restricted cash

Restricted cash represents:

(i)

cash deposited with banks of RMB345,905 and RMB229,268 as of December 31, 2018 and 2019, as collateral for borrowings from the banks (note 10). Restriction on the use of such cash and the interest earned thereon is imposed by the banks and remains effective throughout the term of the bank borrowings. Upon repayment of the bank borrowings, the bank deposits are available for general use by the Group.

(ii)

bank balances of RMB4,727 and RMB301 as of December 31, 2018 and 2019, respectively, held on behalf of home purchasers in respect of their down payments made for secondary property transactions of which legal title transfer from property sellers had not yet been completed. A corresponding liability with the same amount were recorded as down payments collected on behalf of secondary property sellers in accrued expenses and other payables.

(iii)

bank balance of RMB 556 as of December 31, 2019 was frozen for a lawsuit undergoing with a supplier that a corresponding liability with the same amount were accrued.

Cash deposits restricted for use over one year after the balance sheet date are classified as non-current assets in the Consolidated Balance Sheets.

(i)    Short-term investments

Short-term investments include investments in wealth management products issued by certain banks which are redeemable by the Company at any time. The wealth management products are either unsecured with variable interest rates or fixed interest rate. The Company measures the short-term investments at fair value using the quoted subscription or redemption prices published by these banks, with unrealized holding gains or losses, net of the related tax effect, excluded from earnings and recorded as a separate component of accumulated other comprehensive income (loss) until realized. Realized gains or losses from the sale of short-term investments are determined on a specific identification basis and are recorded as gain on short-term investments when earned in the Consolidated Statements of Comprehensive Income (Loss).

(j)    Accounts Receivable

Accounts receivable mainly represent amounts due from the real estate developers for primary property business and individual customers for secondary property business upon the completion of their services. Accounts receivables are recorded net of an allowance for doubtful accounts, if any. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an accounts receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure. Allowance of RMB 86,417 and RMB 142,256 was provided as of December 31, 2018 and 2019, respectively. Approximately 6% of the Group’s accounts receivable represent output VAT amounts, which are excluded from the Group’s revenues.

(k)    Loans receivable, net

Loans receivable represents loan originated or purchased by the Group (see note 6). The Group has the intent and the ability to hold such loans for the foreseeable future or until maturity or payoff. Loans

receivable are recorded at unpaid principal balances, net of allowance for loan losses that reflects the Group’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of personal loans with term period ranging from 30 days to 5 years. In the Consolidated Balance Sheets, loans receivable that mature within the next twelve months from the balance sheet date are included in “Prepayment and other current assets” while loans receivable that will mature one year after the balance sheet date are included in “Other non-current assets”.

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis. All loans are assessed collectively depending on factors such as delinquency rate, size, and other risk characteristics of the portfolio.

The Group writes off loans receivable and the related allowance when management determines that full repayment of such loan is not probable. The primary factor in making such determination is the estimated recoverable amounts from the delinquent debtor. 

As of December 31, 2018 and 2019, loan receivables of RMB30,728 and RMB54,194 were due from the Group’s employees respectively.

(l)    Deposits with real estate developers

Certain property sales contracts entered with real estate developers provide the Group with exclusive selling rights for the selected properties for a specific period of time (the “Exclusive Sales Contracts”), which typically lasts for several months. Certain of these Exclusive Sales Contracts requires the Group or, in case of tri-party agreements (see note 12(3)), the Group’s equity method investees to purchase any unsold units of properties at the end of the exclusive sales period (the “Sales Commitment Arrangements”). Under the Sales Commitment Arrangements, the real estate developers either enter into project sales contracts with the Group directly (the “Self-Commitment Arrangements”) or enter into tri-party agreements with the Group and its equity method investees (the “Non-Group Commitment Arrangements”). The Group, or in case of tri-party agreements, its equity method investees is required to advance real estate developer an initial deposit prior to the commencement of the exclusive sales period. The amount of initial deposits required is generally determined at a percentage of the minimum transaction price, as pre-agreed with the real estate developer, of the properties (the “Base Transaction Price”) to be sold to home purchasers in the market during the exclusive sales period. The amount of deposits advanced by the Group, or its equity method investees are adjusted throughout the exclusive sales period based on an agreed schedule such that 100% of the Base Transaction Price for the unsold properties, if any, is advanced to the real estate developers at the end of the exclusive sales period. If all properties are sold during the exclusive sales period, any outstanding deposits are immediately returned to the Group, or its equity method investees.

The Group believes its key management has sufficient knowledge and experience in the relevant real estate markets and has in place adequate process that guides its selection of projects, negotiation of terms and ongoing monitoring of risks.

Prior to entering into a Sales Commitment Arrangements, the Group would assess the marketability of the specified properties, the reasonableness of the Base Transaction Price and other relevant factors. The Group performs such assessment based on the results of its research activities and other factors such as the availability of agents’ resources and has determined that the probability of all properties under such arrangements not being sold within the exclusive sales period is low. The Group believes that the developers enter into such Sales Commitment Arrangement largely due to liquidity consideration in that it could shorten the cash payback period through the receipts of deposits under the arrangement. Also, such Sales Commitment Arrangement may provide higher return to the developer when the properties are sold at a price in excess of the Base Transaction price (see note 2(s)). Therefore, the Group determines that it is remote that the real estate developers will request the Group, or for Non-Group Commitment Arrangements, the Group’s equity method investees to purchase the unsold properties at the end of exclusive sales period. Management has concluded such assessment is supported by the historical experiences where developers agreed to an extended sales period for a few months in those limited instances where certain properties remained unsold at the end of exclusive sales period.

The Group began to enter into the above-mentioned Sales Commitment Arrangements in 2016. For the years ended December 31, 2017 and 2018, all properties under these arrangements were sold to the home buyers either within the exclusive sales period or during the extended sales period with all related deposits with the real estate developers being fully refunded. From 2018 onwards, the Group did not enter into any new property sales contracts with real estate developers under Self-Commitment Arrangements. Since then, all new property sales contracts with Sales Commitment Arrangement are entered with the property developers and equity method investees in tri-party agreements under the Non-Group Commitment Arrangements (see note 12(3)), pursuant to which the Group’s equity method investees, rather than the Group, are required to pay the deposits directly to the property developers and obliged to purchase any unsold units of properties at the end of exclusive sales period.

The deposits made by the Group under the Self-Commitment Arrangement are recorded as deposits with real estate developers, net of allowance for doubtful accounts, under current assets on the Consolidated Balance Sheets. The Group assesses the recoverability of the deposits with real estate developers based on a combination of factors, including the contractual terms, the developers’ intention in entering into such arrangements as described above, the continuing assessment of the marketability of the properties during the exclusive sales period and the extended sales period, if any, historical experiences and negotiation results of developers’ action at the end of exclusive sales period, and the market price of similar properties. An allowance for doubtful accounts against the deposits is recorded when any portion of deposits is considered not recoverable.

(m)    Property, equipment and software , net

Property, equipment and software are stated at cost less accumulated depreciation, amortization and impairment. Property, equipment and software are depreciated and amortized at rates sufficient to write off their costs less impairment and residual value if any over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows:

 

 

 

 

 

 

Estimated

Category

    

useful lives

Buildings

 

20 years

Leasehold improvements

 

2-3 years

Furniture, office equipment

 

3-5 years

Motor vehicles

 

3-4 years

Software

 

2-10 years

 

Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Comprehensive Income (Loss).

(n)    Equity method investments

The Group accounts for an equity method investment over which it has significant influence but does not own a majority of the equity interest or otherwise controls and the investments are either common stock or in substance common stock using the equity method. The Group’s share of the investee’s profit and loss is recognized in the Consolidated Statements of Comprehensive Income (Loss).

The Group assesses its equity method investments for other-than-temporary impairment by considering factors as well as all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends, and other Group-specific information such as financing rounds.

(o)    Long-term equity investments

Long-term equity investments, except those accounted for under the equity method or those that result in the consolidation of the investee, that do not have readily determinable fair value are measured and recorded at cost, less impairment, with subsequent adjustments for observable price changes in orderly transactions for identical or similar equity investments of the issuer. Purchased options on these equity investments that are not derivatives are accounted for in a manner consistent with the accounting for the equity investments that do not have readily determinable fair value.

(p)    Impairment of Long-lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2017, 2018 and 2019.

(q)    Value added taxes

The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of transaction and service is generally subject to VAT at the rate of 6% and subsequently paid to PRC tax authorities after netting input VAT on purchase of service received. The excess of output VAT over input VAT is reflected in accrued expenses and other payables, and the excess of input VAT is reflected in Prepayments and other current assets in the Consolidated Balance Sheets.

(r)    Fair Value

Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs which are supported by little or no market activity.

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, loans receivable, deposits with real estate developers, short-term bank borrowings, accounts payable, customers’ refundable fees, accrued expenses and other payables. As of December 31, 2018 and 2019, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

(s)    Revenue

In accordance with ASC 606, Revenue from Contracts with Customers, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.    

Revenues are recorded net of value-added taxes and surcharges.

Commission income

Through its platforms and services provided by real estate agents registered as a member in the Group’s platform (the “Registered Agents”), the Group earns commission revenue from real estate developers for sales transactions of primary properties and to a lesser extent from home owners for sales or rental transactions of secondary properties. For services rendered by the Registered Agents in completing the transactions, the Group pays those the agents a commission fee. The real estate developers and home owners are collectively referred as the property owners. For each of the properties transactions, the Group enters into contracts with the Registered Agents (the “Agents’ Contracts”) and properties owners (the “Properties Sales Contracts”) separately. As Registered Agents are involved in providing the services to the properties owners, the Group considers all the relevant facts and circumstances in determining whether it acts as the principal or as an agent in these properties transactions in accordance with ASC 606‑10.

The Group has determined that it is a principal for the following reasons: (1) the Properties Sales Contract and the Agents’ Contract are negotiated and entered into separately between the Group and the property owners and the Registered Agents, respectively, at the discretion of the Group, and there is no contractual relationship between the property owners and the Registered Agents; (2) the Group negotiates with the property owners the total commission fee to be paid by the properties owners. The Group also determines the commission rate payable to the Registered Agents at its discretion without any involvement of the properties owners; (3) pursuant to the Properties Sales Contracts, the Group is responsible for the sales or leasing of the properties. In particular, the Group is responsible to undertake the sales and marketing activities it considers necessary to induce potential home purchasers to visit the sales center of the property and complete the purchase of properties from the real estate developers. The Group is entitled to a pre-determined commission income upon the signing of the sales agreements between the real estate developers and the home purchasers pursuant to the Properties Sales Contracts. The Group’s project management team carries out a series of activities including sales data analysis, development of project sales strategy, resources allocation, assignment of agents, sales and marketing activities, and monitoring of the entire sales process; (4) the Group monitors Registered Agents’ services and provide them with instructions and guidelines in approaching and serving the home purchasers.

Commission income for sales transactions of primary properties and rental transactions for secondary properties are recognized by the Group upon the signing of the sales and purchase agreements or rental agreements and making the required down payment by the home purchasers or tenants. Commission income for sales transactions of secondary properties are recognized when the transfer over legal title of ownership of the properties between the home owners and home purchasers are complete.

The Group also enters into certain arrangements with real-estate developers pursuant to which potential home purchasers may pay the Group a fixed amount in return for a discount for their purchases of specified properties from the real estate developers. The fees paid by the home purchasers to the Group are fully refundable before the execution of the sales and purchase agreements between the home purchasers and the real estate developers. For these transactions, except for the fees received from the home purchasers, the Group is not entitled to any additional commission from the real estate developers. The Group recognizes commission income in the amount of fees received from the home purchasers when the Group’s services are rendered upon the execution of the sales and purchase agreements between the home purchasers and the real estate developers. Fees received from home purchasers in advance of the revenue recognition are recorded as “Customers’ Refundable Fees” (see note 11) on the Consolidated Balance Sheets.

For primary properties transactions, the Group generally earns a fixed commission rate (“Base Commission”) of the pre-determined properties transaction price (the “Base Transaction Price”) as stated in the Properties Sales Contracts. For certain primary properties transactions, the Group obtains exclusive sales right from real estate developers to sell the properties for a limited period of time and is required to advance certain amount of deposits. Not all of the Exclusive Sales Contracts contains Sales Commitment Arrangement as disclosed in note 2(l). Pursuant to those Exclusive Sales Contracts with Sales Commitment Arrangement, the Group is permitted to sell the properties in the market at a price above the Base Transaction Price. In addition to the Base Commission, the Group is entitled to an additional income (the “Sales Incentive Income”), determined at a progressive rate on the excess of the actual transaction price over the Base Transaction price. Same as Base Commission income, the Sales Incentive Income is also recognized as revenue upon the signing of the sales and purchase agreements and making the down payment by the home purchasers.

Franchise Income

The Group enters into franchise agreements with certain third party real estate agency companies located in those cities where the Group does not have an established sales office. Pursuant to these franchise agreements, the Group grants the franchisees with the right to use the Group’s brands, access of listings in the Group’s platform and other resources in return for a franchise fee. For franchise agreements entered in 2017, franchise fee is determined based on a percentage of the franchisee’s gross commission income earned. Franchise income are recognized when the underlying franchisees’ revenue is earned. For franchise agreements entered from 2018 onward, franchise fee is determined at an agreed fixed amount over a period of time and are recognized by the Group on a straight-line basis over the contractual period. During the years ended December 31, 2017, 2018 and 2019, the Group recognized franchise income of RMB13,400, RMB17,748 and RMB22,560, respectively.

Financial service income

The Group provides lending financial services to home purchasers, Registered Agents and the Group’s employees who meet the Group’s credit assessment requirements. Financial services income from loans receivable is recognized using the effective interest rate method.

Other value-added services

Other value-added services are recognized as revenue on a straight-line basis over which the services are rendered, They mainly represent subscription fee earned by offering Registered Agents with a suite of marketing and business technology products and services for use in a specified period of time so as to assist them growing and managing their businesses.

Loans facilitation services

Loans facilitation services are recognized as revenue when the relevant loans agreement signed and the related loans were drew down by the home purchasers. Loans facilitation services primarily consists of the services to facilitate the home purchasers, Registered Agents and other market participants borrowing from the financial institutions in the property transactions.

Parking space transaction facilitating services

Parking space transaction facilitating services are recognized as revenue when services are rendered to facilitate the appointment of real estate agents by Shenzhen Jinyiyun Supply Chain Technology Co., Ltd. (“Shenzhen Jinyiyun”), a related party, as agents for Shenzhen Jinyiyun’s parking space transactions. Certain directors and management of the Company are the principal shareholders of Shenzhen Jinyiyun. The Company’s services primarily consist of providing support and information to Shenzhen Jinyiyun to identify real estate agents in the Company’s platform and introduction of agents for Shenzhen Jinyiyun’s parking space transactions. The service fee is chargeable to the real estate agent and revenue is recognized upon signing of the relevant agency agreement. During the year ended December 31, 2019, the Group recognized parking space transaction facilitating services income of RMB28,877.

(t)    Cost of Revenue

Cost of revenue primarily consists of agents’ commission, sharing of sales incentive income with fund providers, promotion and operational expenses, and salaries and benefits expenses that incurred for properties transactions.

(u)    Sales and marketing expenses

Sales and marketing expenses mainly consist of advertising costs, which consist primarily of online and offline advertisements, are expensed when the services are received. The advertising expenses were RMB38,151, RMB57,767 and RMB47,883 for the years ended December 31, 2017, 2018 and 2019,  respectively.

(v)    Product development expenses

Product development expenses primarily consist of salaries and benefits expenses, depreciation of equipment relating to the development of new products or upgrading of existing products and other expense for the product activity of the Group. The Group expenses product development expenses as incurred.

(w)    General and administrative expenses

General and administrative expenses mainly consist of payroll and related staff costs for corporate functions, as well as other general corporate expenses such as rental expenses and depreciation expenses for offices and equipment for use by these corporate functions of the Group.

(x)    Government grants

Government grants represent amounts granted by local government authorities as an incentive for companies to promote economic development of the local technology industry. Government grants received by the Group were non-refundable and were for the purpose of giving immediate incentive with no future costs or obligations are recognized in earnings in the Company's Consolidated Statements of Comprehensive Income (Loss).

(y)    Share-based Compensation

Share-based awards granted to the employees and directors in the form of share options are subject to service and performance conditions. They are measured at the grant date fair value of the awards, and are recognized as compensation expense using the graded vesting method, net of estimated forfeitures, if and when the Company considers that it is probable that the performance condition will be achieved.

For vested awards, the Group recognizes incremental compensation cost in the period the modification occurs. For awards not being fully vested, the Group recognizes the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the remaining requisite service period after modification.

Estimation of the fair market value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the share options is estimated using the Binominal Option Pricing Model. The determination of the fair value of share options is affected by the share price of the Company’s ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including the expected share price volatility, risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions.

(z)    Employee Benefits

The Company’s subsidiaries, the VIE and VIE’s subsidiaries in China participate in a government mandated, multi-employer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. The fair value of the employee benefits liabilities approximates their carrying value due to the short-term nature of these liabilities. Employee social insurance benefits included as expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss) amounted to RMB60,679, RMB45,010 and RMB54,958 for the years ended December 31, 2017, 2018 and 2019, respectively.

(aa)    Income Tax

Income tax are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of futures profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards, if any, not expiring.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in income tax expense and penalties in general and administrative expenses.

(bb)    Leases

A lease is classified at the inception date as either a capital lease or an operating lease. A lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating leases are charged to the Consolidated Statements of Comprehensive Income (Loss) on a straight-line basis over the lease term. The Group had no capital leases as of December 31,  2018 and 2019.

(cc)    Earnings/(Loss) per Share

Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders, considering the accretions to redemption value of the preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, any net income is allocated between ordinary shares and other participating securities based on their participating rights. A net loss is not allocated to participating securities when the participating securities does not have contractual obligation to share losses.

The Company’s preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. The preferred shares has no contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares; whereas any undistributed net loss is allocated to ordinary shares only.

Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares and convertible loan using the if-converted method, and ordinary shares issuable upon the vest of restricted ordinary shares or exercise of outstanding share option (using the treasury stock method). Ordinary equivalent shares are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.

(dd)    Segment Reporting

The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Group’s Chief Executive Officer and management personnel do not segregate the Group’s business by service lines. All service categories are viewed as in one and the only operating segment.

(ee)    Statutory Reserves

The Group’s subsidiaries, VIE and VIE’s subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds.

In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly foreign owned enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (‘‘PRC GAAP’’)) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the Group.

In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIE’s subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the Group. Appropriation to the discretionary surplus fund is made at the discretion of the Group.

The general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective entity. The staff bonus and welfare fund is liability in nature and is restricted to make payment of special bonuses to employees and for the collective welfare of employees. None of these reserves is allowed to be transferred to the Group by way of cash dividends, loans or advances, nor can they be distributed except under liquidation.

For the years ended December 31, 2017, 2018 and 2019, no appropriation was made to the general reserve fund by the Group’s wholly foreign owned PRC subsidiaries, and no appropriation was made to the statutory surplus fund by the Group’s VIE and VIE’s subsidiaries which did not earn after-tax profits as determined under PRC GAAP. No appropriation has been made by these companies to discretionary funds.

(ff)    Recent Accounting Pronouncements 

In February 2016, the FASB issued ASU No. 2016‑02 (“ASU 2016‑02”), Leases. ASU 2016‑02 specifies the accounting for leases. For operating leases, ASU 2016‑02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. ASU 2016‑02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Group normally entered into operating leases for its office use. As disclosed in Note 19, the Group had future minimum lease commitments under non-cancellable operating lease agreements of RMB 26,965 as of December 31, 2019. As the Company is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, ASU 2016‑02 will be applied for the fiscal year ending December 31, 2020. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements. So far, management believes that the adoption of ASU2016‑02 would not have a material impact on the Consolidated Financial Statements.

On November 5, 2018, the FASB issued ASU 2018‑18, which amended ASC 808 and ASC 606 to clarify that transactions in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account). The guidance precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The guidance is effective for public business entities in fiscal years beginning after 15 December 2019, and interim periods therein, and for all other entities, in fiscal years beginning after 15 December 2020, and interim periods beginning the following fiscal year. Early adoption is permitted for entities that have adopted ASC 606.

 

For the transactions under collaborative arrangement entered by the Group, the Group should share income with the counterparty, who is not the Group's customer. The management believe that ASU 2018-8 would not have a material impact on the Consolidated Financial Statements.

On November 2019, the FASB issued ASU 2019-10, which deferred the effective dates of ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and ASU 2016-02 Leases (Topic 842) (Leases), for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application continues to be allowed. As the Company is an "emerging growth company" and elects to apply for the new and revised accounting standards at the effective date for a private company, the deferred effective dates are applicable to the Company. Management is currently evaluating the impact of adopting ASU 2016-13 on the Consolidated Financial statements.

 

v3.20.1
Organization and principal activities (Details)
12 Months Ended
Dec. 31, 2019
Business Operation Agreement  
Variable Interest Entity [Line Items]  
Agreement term 10 years
Threshold period of written notice required to terminate the agreement 30 days
Exclusive Option Agreements  
Variable Interest Entity [Line Items]  
Threshold period of written notice required to terminate the agreement 10 years
v3.20.1
Summary of Significant Accounting Policies - Property, equipment and software, net (Details)
12 Months Ended
Dec. 31, 2019
Buildings  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 20 years
Leasehold improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 2 years
Leasehold improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 3 years
Furniture, office equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 3 years
Furniture, office equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 5 years
Motor vehicles | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 3 years
Motor vehicles | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 4 years
Software | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 2 years
Software | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 10 years
v3.20.1
CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY
¥ in Thousands, $ in Thousands
Total shareholders' deficit
USD ($)
Total shareholders' deficit
CNY (¥)
Accumulated deficit
USD ($)
Accumulated deficit
CNY (¥)
Accumulated other comprehensive (loss) income
USD ($)
Accumulated other comprehensive (loss) income
CNY (¥)
Additional paid-in capital
USD ($)
Additional paid-in capital
CNY (¥)
Series A-1 Convertible Preferred Shares
CNY (¥)
shares
Ordinary shares
shares
Class A ordinary shares
CNY (¥)
shares
Class B Ordinary shares
shares
USD ($)
CNY (¥)
Balance at the beginning of the period at Dec. 31, 2016   ¥ (1,486,491)   ¥ (1,281,336)   ¥ (265,720)   ¥ 55,052 ¥ 5,513          
Balance at the beginning of the period (in shares) at Dec. 31, 2016 | shares                 102,102,318 945,712,030        
CHANGES IN DEFICIT                            
Net income (loss)   649   649                   ¥ 649
Redeemable Convertible Preferred Shares redemption value accretion   (228,468)   (228,468)                    
Foreign currency translation adjustments, net of nil tax   110,667       110,667               110,667
Balance at the end of the period at Dec. 31, 2017   (1,603,643)   (1,509,155)   (155,053)   55,052 ¥ 5,513          
Balance at the end of the period (in shares) at Dec. 31, 2017 | shares                 102,102,318 945,712,030        
CHANGES IN DEFICIT                            
Net income (loss)   104,026   104,026                   104,026
Redeemable Convertible Preferred Shares redemption value accretion   (248,186)   (248,186)                    
Foreign currency translation adjustments, net of nil tax   (119,487)       (119,487)               (119,487)
Balance at the end of the period at Dec. 31, 2018   (1,867,290)   (1,653,315)   (274,540)   55,052 ¥ 5,513         (1,867,290)
Balance at the end of the period (in shares) at Dec. 31, 2018 | shares                 102,102,318 945,712,030        
CHANGES IN DEFICIT                            
Net income (loss)   (510,387)   (510,387)             ¥ (510,387)   $ (73,311) (510,387)
Redeemable Convertible Preferred Shares redemption value accretion   (116,308)   (116,308)                    
Deemed dividend to preferred shareholder       (642,174)       642,174     ¥ (642,174)   (92,243) (642,174)
Foreign currency translation adjustments, net of nil tax   (94,357)       (94,357)             (13,554) (94,357)
Re-designating ordinary shares to Class B ordinary shares | shares                   (619,938,058)   619,938,058    
Re-designating ordinary shares to Class A ordinary shares | shares                   (325,773,972) 325,773,972      
Conversion of Series A-1 Preferred Shares to Class A ordinary shares               5,513 ¥ (5,513)          
Conversion of Series A-1 Preferred Shares to Class A ordinary shares (in shares) | shares                 (102,102,318)   102,102,318      
Conversion of Series A-2, B and C Redeemable Convertible Preferred Shares to Class A ordinary shares   2,933,088           2,933,087     ¥ 1     (2,933,086)
Conversion of Series A-2, B and C Redeemable Convertible Preferred Shares to Class A ordinary shares (in shares) | shares                     612,941,413      
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost   498,436           498,436            
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of offering cost (in shares) | shares                     162,504,475      
Share-based compensation   745,873           745,873            
Balance at the end of the period at Dec. 31, 2019 $ 228,252 ¥ 1,589,055 $ (419,747) ¥ (2,922,184) $ (52,989) ¥ (368,897) $ 700,988 ¥ 4,880,135     ¥ 1   $ 228,252 ¥ 1,589,055
Balance at the end of the period (in shares) at Dec. 31, 2019 | shares                     1,203,322,178 619,938,058    
v3.20.1
Fair Value Measurement - Short-term investments (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Apr. 26, 2019
CNY (¥)
Apr. 28, 2018
CNY (¥)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2019
CNY (¥)
Jul. 31, 2017
CNY (¥)
Fair Value Measurement              
Short-term wealth management product     $ 1,652   ¥ 71,483 ¥ 11,500  
Repayments of debt     $ 63,925 ¥ 445,030 ¥ 683,100    
Bank of China in Shenzhen              
Fair Value Measurement              
Face amount of the debt             ¥ 49,000
Repayments of debt ¥ 49,000            
Bank of China in Shenzhen | Collateral Pledged              
Fair Value Measurement              
Maturity term of short term investments   363 days          
Short-term wealth management product   ¥ 49,883          
Minimum              
Fair Value Measurement              
Maturity term of short term investments         7 days    
Maximum              
Fair Value Measurement              
Maturity term of short term investments     1 month 1 month      
v3.20.1
Document and Entity Information
12 Months Ended
Dec. 31, 2019
shares
Document Type 20-F/A
Document Registration Statement false
Document Annual Report true
Document Transition Report false
Document Shell Company Report false
Entity Registrant Name Fangdd Network Group Ltd.
Document Period End Date Dec. 31, 2019
Entity Well Known Seasoned Issuer No
Entity Filer Category Non-accelerated Filer
Entity Emerging Growth Company true
Entity Shell Company false
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2019
Document Fiscal Period Focus FY
Entity Central Index Key 0001750593
Amendment Flag false
Entity Current Reporting Status Yes
Entity Ex Transition Period false
Entity Voluntary Filers No
Entity Interactive Data Current Yes
Class A ordinary shares  
Entity Common Stock, Shares Outstanding 1,203,322,178
Class B Ordinary shares  
Entity Common Stock, Shares Outstanding 619,938,058
v3.20.1
Ordinary shares and Series A-1 Convertible Preferred Shares (Details)
$ / shares in Units, ¥ in Thousands
12 Months Ended
Nov. 01, 2019
USD ($)
$ / shares
shares
Nov. 01, 2019
CNY (¥)
shares
Jun. 30, 2015
shares
Jun. 12, 2014
shares
Oct. 25, 2013
shares
Dec. 31, 2019
shares
Dec. 31, 2018
$ / shares
shares
Dec. 31, 2017
shares
Dec. 31, 2016
shares
Jan. 01, 2013
$ / shares
shares
Ordinary shares and Series A 1 Convertible Preferred                    
Ordinary shares, shares authorized             2,275,948,587     2,000,000,000
Ordinary shares, par value | $ / shares             $ 0.0000001     $ 0.0000001
Ordinary shares, shares issued             945,712,030     975,308,700
Ordinary shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Shares issued for each shares converted             1 1 1  
Series A-1 Convertible Preferred Shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Shares issued (in shares)         111,110,000          
Shares issued for each shares converted         1          
Series A-2 Redeemable Convertible Preferred Shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Shares issued (in shares)         148,147,900          
Series B Redeemable Convertible Preferred Shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Shares issued (in shares)       177,834,496            
Series C Redeemable Convertible Preferred Shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Shares issued (in shares)     286,959,017              
Class A & Class B Ordinary shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Ordinary shares, shares authorized 5,000,000,000         5,000,000,000        
Authorized share capital | $ $ 500                  
Class A ordinary shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Ordinary shares, shares authorized 3,380,061,942                  
Ordinary shares, par value | $ / shares $ 0.0000001           $ 0.0000001      
Ordinary shares, shares issued           1,203,322,178        
Shares issued (in shares) 150,000,000 150,000,000       162,504,475        
Number of shares re-designated 325,773,972 325,773,972                
Re-designation ratio 1 1                
Number of shares issued upon conversion of outstanding preferred shares 715,043,731 715,043,731       102,102,318        
Stock issued on exercise of green shoe options 12,504,475 12,504,475                
Stock issued, issue price per share | $ / shares $ 0.52                  
Net proceeds $ 71,596,000 ¥ 498,436                
Number of votes per share | $ / shares $ 1                  
Number of shares issued upon conversion of Class B ordinary shares 1 1                
Class B Ordinary shares                    
Ordinary shares and Series A 1 Convertible Preferred                    
Ordinary shares, shares authorized 619,938,058                  
Ordinary shares, par value | $ / shares             $ 0.0000001      
Ordinary shares, shares issued           619,938,058        
Number of shares re-designated 619,938,058 619,938,058                
Re-designation ratio 1 1                
Number of votes per share | $ / shares $ 10                  
Shares not designated yet                    
Ordinary shares and Series A 1 Convertible Preferred                    
Ordinary shares, shares authorized 1,000,000,000                  
v3.20.1
Taxation - (Loss) income before provision for income taxes is attributable to the geographic locations (Details)
¥ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Income Tax Disclosure [Line Items]        
(Loss) income before tax $ (72,770) ¥ (506,621) ¥ 108,459 ¥ 3,015
Cayman        
Income Tax Disclosure [Line Items]        
(Loss) income before tax, foreign   13,620 (74) (2,479)
Hong Kong        
Income Tax Disclosure [Line Items]        
(Loss) income before tax, foreign   (2,490) 7,042 (134)
BVI        
Income Tax Disclosure [Line Items]        
(Loss) income before tax, foreign   (2) (18) (1)
PRC        
Income Tax Disclosure [Line Items]        
(Loss) income before tax, domestic   ¥ (517,749) ¥ 101,509 ¥ 5,629
v3.20.1
Short-term bank borrowings (Details)
¥ in Thousands, $ in Thousands
1 Months Ended 6 Months Ended 8 Months Ended 10 Months Ended 12 Months Ended
Dec. 31, 2019
CNY (¥)
Aug. 31, 2019
CNY (¥)
Jun. 30, 2019
CNY (¥)
Jul. 31, 2018
CNY (¥)
Dec. 31, 2018
CNY (¥)
Jul. 31, 2018
CNY (¥)
Dec. 31, 2019
CNY (¥)
Jul. 31, 2020
CNY (¥)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
CNY (¥)
Dec. 31, 2018
CNY (¥)
Dec. 31, 2017
CNY (¥)
Mar. 31, 2020
CNY (¥)
Dec. 31, 2019
CNY (¥)
Jun. 30, 2019
USD ($)
Jun. 30, 2019
CNY (¥)
Jul. 31, 2018
USD ($)
Jul. 31, 2018
CNY (¥)
Short-term Debt [Line Items]                                    
Short-term bank borrowings         ¥ 395,000       $ 70,384   ¥ 395,000     ¥ 490,000        
Weighted average interest rates (as a percent)         4.94%       5.50%   4.94%     5.50%        
Cash proceeds from short-term bank borrowings                 $ 77,570 ¥ 540,030 ¥ 415,000 ¥ 663,100            
Short-term investments         ¥ 71,483       $ 1,652   71,483     ¥ 11,500        
Accounts receivable, gross         1,439,013           ¥ 1,439,013     ¥ 2,332,236        
China Merchants Bank Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings     ¥ 50,000     ¥ 296,000                        
Interest rate (as a percent)                             4.35% 4.35%    
Term of borrowings     11 months     1 year                        
China Merchants Bank Loan | Minimum                                    
Short-term Debt [Line Items]                                    
Interest rate (as a percent)                                 4.35% 4.35%
China Merchants Bank Loan | Maximum                                    
Short-term Debt [Line Items]                                    
Interest rate (as a percent)                                 5.66% 5.66%
Bank Of China In Shenzhen Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings       ¥ 49,000 ¥ 50,000         ¥ 80,000                
Interest rate (as a percent)         6.09%           6.09%           4.79% 4.79%
Term of borrowings       284 days 6 months       6 months 6 months                
Bank Of China In Shenzhen Loan | Minimum                                    
Short-term Debt [Line Items]                                    
Interest rate (as a percent)                 5.00%         5.00%        
Bank Of China In Shenzhen Loan | Maximum                                    
Short-term Debt [Line Items]                                    
Interest rate (as a percent)                 6.00%         6.00%        
Bank Of China In Shenzhen Loan | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Short-term investments                                   ¥ 49,883
Bank of Shanghai Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings     ¥ 50,000       ¥ 30,000                      
Interest rate (as a percent)                 6.09%         6.09% 4.35% 4.35%    
Term of borrowings     1 year       1 year                      
Agriculture Bank of China Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings ¥ 25,000   ¥ 100,000                              
Interest rate (as a percent)                 5.00%         5.00% 4.35% 4.35%    
Term of borrowings 1 year   1 year                              
Line of credit                                    
Short-term Debt [Line Items]                                    
Borrowed loan amount                         ¥ 100,000          
Bank of Hangzhou Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings ¥ 20,000                                  
Interest rate (as a percent)                 6.09%         6.09%        
Term of borrowings 6 months                                  
China Construction Bank Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings   ¥ 20,000                                
Interest rate (as a percent)   5.655%                                
Term of borrowings   1 year                                
China Zheshang Bank Co., Ltd Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings                   ¥ 30,000                
Interest rate (as a percent)                 6.09%         6.09%        
Term of borrowings                 1 year 1 year                
FDD Network Holding Ltd | China Merchants Bank Loan                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings     ¥ 55,810                              
Cash deposits provided by subsidiaries as collateral of borrowings                             $ 8,000   $ 50,400 ¥ 345,996
FDD Network Holding Ltd | Bank of Shanghai Loan                                    
Short-term Debt [Line Items]                                    
Cash deposits provided by subsidiaries as collateral of borrowings                             7,750 ¥ 54,065    
FDD Network Holding Ltd | Agriculture Bank of China Loan                                    
Short-term Debt [Line Items]                                    
Cash deposits provided by subsidiaries as collateral of borrowings                             $ 17,100 ¥ 119,293    
Shenzhen Fangdd Network Technology Ltd | Zhejiang Chouzhou Commercial Bank Loan [Member]                                    
Short-term Debt [Line Items]                                    
Cash proceeds from short-term bank borrowings               ¥ 85,000                    
Interest rate (as a percent)               7.80%                    
Real estate developers                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross         ¥ 1,436,367           ¥ 1,436,367     ¥ 2,329,431        
Real estate developers | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross         65,697           65,697     263,550        
Real estate developers | Bank Of China In Shenzhen Loan | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross         65,697           65,697     92,452        
Real estate developers | Bank of Shanghai Loan | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross                           37,970        
Real estate developers | Bank of Hangzhou Loan | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross                           51,128        
Real estate developers | Shenzhen Fangdd Network Technology Ltd | Agriculture Bank of China Loan | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross                           58,049        
Real estate developers | Shenzhen Fangdd Network Technology Ltd | China Zheshang Bank Co., Ltd Loan | Collateral Pledged                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross                           23,951        
individual customers                                    
Short-term Debt [Line Items]                                    
Accounts receivable, gross         ¥ 2,646           ¥ 2,646     ¥ 2,805        
v3.20.1
Taxation - Reconciliation of the beginning and ending amount of total unrecognized tax benefits (Details) - CNY (¥)
¥ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Beginning balance ¥ (12,646) ¥ (3,697) ¥ (812)
(Additions)/deduction 736 (8,949) (2,885)
Ending balance ¥ (11,910) ¥ (12,646) ¥ (3,697)
v3.20.1
Accounts receivable, net
12 Months Ended
Dec. 31, 2019
Accounts receivable, net  
Accounts receivable, net

5.    Accounts receivable, net

Accounts receivable consist of the following:

 

 

 

 

 

 

    

 

As of December 31, 

 

 

2018

 

2019

  

    

RMB

    

RMB

Accounts receivable from real estate developers

 

1,436,367

 

2,329,431

Accounts receivable from individual customers

 

2,646

 

2,805

 

 

1,439,013

 

2,332,236

Less: allowance for doubtful accounts

 

(86,417)

 

(142,256)

Accounts receivable, net

 

1,352,596

 

2,189,980

 

As of December 31, 2018 and 2019, the Group pledged accounts receivable from real estate developers of RMB65,697 and RMB263,550 as security for the bank loans of RMB50,000 and RMB185,000, respectively (see note 10).

The following table presents the movement of allowance for doubtful accounts for the years ended December 31, 2017, 2018 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at the beginning of the year:

 

43,084

 

46,900

 

86,417

Provision for the year

 

8,014

 

39,517

 

55,839

Write-off

 

(4,198)

 

 —

 

 —

Balance at the end of the year

 

46,900

 

86,417

 

142,256

 

v3.20.1
Long-term equity Investment
12 Months Ended
Dec. 31, 2019
Long-term equity Investment  
Long-term equity Investment

9.    Long-term equity investment

In accordance with the Capital Injection and Share Transfer Agreement entered between the Group, Chengdu Haofangtong Technology Corporation Limited (“Haofangtong”) and the existing shareholders of Haofangtong dated July 7, 2018, the Group agreed to acquire 26% equity interests of Haofangtong by (1) subscribing 4,029,543 newly issued shares (the “New Share Issuing”), which represents 7% equity interests of Haofangtong, with a consideration of RMB56,000 (2) an option to purchase 10,937,339 shares, representing 19% equity interests of Haofangtong after New Share Issuing, from the existing shareholders for RMB32,000 if Haofangtong and the existing shareholders of Haofangtong fulfill certain conditions under the agreement. Haofangtong’s principle activities are the development and sales of ERP for real estate agents.

On September 5, 2018, the Group completed the transaction of subscripting 4,029,543 newly issued shares of Haofangtong. Management has determined that the consideration paid of RMB56,000 represents the cost of (i) 7% equity interests of Haofangtong and (ii) a purchase option in respect of an additional 19% equity interests of Haofangtong from the existing shareholders for RMB32,000. The total consideration paid is allocated to the 7% equity interest and the purchase option, based on the valuation report prepared by an independent valuation firm.

The Group has determined that it does not have significant influence in Haofangtong and that there is no readily determinable fair value of Haofangtong’s shares. The investments in the 7% equity interests and the purchase option on additional equity interests are measured at their respective allocated costs, less impairment, with subsequent adjustments for observable price changes. 

 

In December 2019, the Group determined that the decline in the fair value of the equity investments in Haofangtong, including the purchase option of additional equity interests, was other than temporary and an impairment loss of RMB16,000 was recorded in the Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2019. The fair value is based on the valuation report prepared by an independent valuation firm.

 

v3.20.1
Short-term bank borrowings (Tables)
12 Months Ended
Dec. 31, 2019
Short-term bank borrowings  
Schedule of Short-term bank borrowings

 

 

 

 

 

 

 

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Bank loans

 

395,000

 

490,000

 

v3.20.1
Accounts receivable, net (Tables)
12 Months Ended
Dec. 31, 2019
Accounts receivable, net  
Schedule of movement of allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Balance at the beginning of the year:

 

43,084

 

46,900

 

86,417

Provision for the year

 

8,014

 

39,517

 

55,839

Write-off

 

(4,198)

 

 —

 

 —

Balance at the end of the year

 

46,900

 

86,417

 

142,256

 

Accounts receivable  
Accounts receivable, net  
Schedule of accounts receivable, net

 

 

 

 

 

    

 

As of December 31, 

 

 

2018

 

2019

  

    

RMB

    

RMB

Accounts receivable from real estate developers

 

1,436,367

 

2,329,431

Accounts receivable from individual customers

 

2,646

 

2,805

 

 

1,439,013

 

2,332,236

Less: allowance for doubtful accounts

 

(86,417)

 

(142,256)

Accounts receivable, net

 

1,352,596

 

2,189,980

 

v3.20.1
Organization and principal activities (Tables)
12 Months Ended
Dec. 31, 2019
Organization and principal activities  
Schedule of consolidated assets and liabilities information and consolidated operating results and cash flows information of the Group's VIE and VIE's subsidiaries

The following consolidated assets and liabilities information of the Group’s VIE and VIE’s subsidiaries as of December 31, 2018 and 2019, and consolidated operating results and cash flows information for the years ended December 31, 2017, 2018 and 2019, have been included in the accompanying Consolidated Financial Statements:

 

 

 

 

 

 

 

    

As of December 31, 

 

 

2018

 

2019

 

    

RMB

    

RMB

Cash and cash equivalents

 

415,456

 

645,332

Restricted cash

 

4,727

 

957

Short-term investments

 

21,600

 

11,500

Accounts receivable, net

 

1,352,596

 

2,189,980

Amount due from related parties*

 

1,794

 

3,095

Prepayments and other current assets

 

210,764

 

194,423

Total current assets

 

2,006,937

 

3,045,287

Property, equipment and software, net

 

15,450

 

8,298

Equity method investments

 

341,825

 

574,930

Long-term equity investment

 

56,000

 

40,000

Deferred tax assets

 

8,467

 

7,289

Other non-current assets

 

23,915

 

7,255

Total non-current assets

 

445,657

 

637,772

Total assets

 

2,452,594

 

3,683,059

Short-term bank borrowings

 

395,000

 

490,000

Accounts payable

 

1,107,836

 

1,897,219

Customers’ refundable fees

 

41,697

 

44,916

Amounts due to related parties*

 

285,621

 

278,487

Accrued expenses and other payables

 

392,251

 

283,749

Income tax payables

 

297

 

 7

Total current liabilities

 

2,222,702

 

2,994,378

Non-current liabilities

 

  

 

  

Income tax payables

 

11,916

 

11,061

Long-term loan from a related party**

 

300,000

 

534,000

Total non-current liabilities

 

311,916

 

545,061

Total liabilities

 

2,534,618

 

3,539,439


*    Amounts due from and to related parties represent the amounts due from and to Shanghai Fangdd Information Technology Co., Ltd., Shanghai Fangdd Software Technology Co., Ltd. and its subsidiaries, which are eliminated upon consolidation.

**   Long-term loan from a related party represents entrusted loan with a 3‑year term at annual interest rate of 0.5%, which was borrowed by Shenzhen Fangdd during the year of 2018 and 2019 from Fangdd Information via Bank of China in Shenzhen, which are eliminated upon consolidation.

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

2017

 

2018

 

2019

 

    

RMB

    

RMB

    

RMB

Total revenue

 

1,798,521

 

2,282,216

 

3,599,436

Net income (loss)

 

6,237

 

107,511

 

(520,230)

Net cash (used in) provided by operating activities

 

(663,005)

 

116,937

 

103,298

Net cash provided by (used in) investing activities

 

214,872

 

(303,375)

 

(206,192)

Net cash provided by financing activities

 

663,100

 

31,900

 

329,000

Net increase (decrease) in cash, cash equivalents and restricted cash

 

214,967

 

(154,538)

 

226,106

Cash, cash equivalents and restricted cash at the beginning of the year

 

359,754

 

574,721

 

420,183

Cash, cash equivalents and restricted cash at the end of the year

 

574,721

 

420,183

 

646,289