FangDD Announces Further Updates on Its Substitution Listing Plan

Rhea-AI Summary

FangDD Network Group (Nasdaq: DUO) has announced updates on its substitution listing plan. The company intends to terminate its American depositary receipts facility and list its Class A ordinary shares on Nasdaq in place of its American depositary shares (ADSs). Upon effectiveness, ADSs will cease trading, and Class A ordinary shares will trade under the symbol 'DUO'. VStock Transfer, has been appointed as the U.S. transfer agent.

The Bank of New York Mellon will oversee a mandatory exchange of ADSs for Class A ordinary shares. The previously announced September 4, 2024 date for this exchange has been postponed. FangDD is working with DTC, Nasdaq, and other parties to finalize the process. ADS holders need not take action and won't be charged fees for the exchange. However, uncertainty remains regarding Nasdaq clearance for the mandatory exchange and substitution listing.

Positive

• Potential for improved liquidity through direct listing of Class A ordinary shares
• No fees charged to ADS holders for the mandatory exchange process

Negative

• Postponement of the initially scheduled September 4, 2024 mandatory exchange date
• Uncertainty regarding Nasdaq clearance for the substitution listing plan
• Potential suspension of ADS trading by Nasdaq prior to the exchange date

Financial Analyst

FangDD's plan to transition from ADSs to direct listing of Class A ordinary shares on Nasdaq is a significant structural change but with minimal immediate financial impact. This move aims to simplify the company's capital structure and potentially reduce administrative costs associated with maintaining an ADR program. However, the repeated delays and uncertainties in implementing this change could raise concerns among investors about the company's operational efficiency and regulatory compliance capabilities.

The lack of a firm date for the Mandatory Exchange and potential trading suspension by Nasdaq may lead to increased volatility in the short term. Investors should be cautious as this transition period could affect liquidity and trading volumes. Long-term implications depend on how smoothly the company manages this transition and whether it results in improved accessibility for international investors.

Legal Expert

The complexity of FangDD's substitution listing process highlights the intricate regulatory landscape for foreign companies listed on U.S. exchanges. The involvement of multiple parties (DTC, Nasdaq, U.S. Transfer Agent) underscores the legal and procedural challenges in such transitions. The company's struggle to obtain Nasdaq clearance suggests potential compliance issues or documentation gaps that need addressing.

Investors should note the legal implications of the Mandatory Exchange. While shareholders aren't required to take action, the forced conversion of ADSs to ordinary shares could have tax consequences depending on individual circumstances. The company's transparency about uncertainties is legally prudent but may expose it to potential shareholder litigation if the transition causes significant losses or disruptions.

Market Research Analyst

FangDD's substitution listing plan reflects a broader trend among Chinese companies to simplify their U.S. listing structures amidst regulatory pressures from both China and the U.S. This move could potentially improve market perception by demonstrating commitment to transparency and direct engagement with U.S. investors. However, the execution challenges FangDD is facing might counteract these potential benefits.

The market's reaction to this transition will likely be a key indicator for other Chinese firms considering similar moves. If successful, it could pave the way for more companies to follow suit, potentially reshaping the landscape for Chinese stocks in U.S. markets. Investors should monitor how this affects FangDD's trading volumes and valuation multiples post-transition, as it could signal broader market sentiment towards Chinese equities listed in the U.S.

SHENZHEN, China, Sept. 04, 2024 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”) today announced further updates on its substitution listing plan.

As previously announced on June 3 and July 31, 2024, the Company intends to terminate its existing American depositary receipts facility and list its Class A ordinary shares for trading on The Nasdaq Stock Market LLC (“Nasdaq”) in substitution for the American depositary shares (the “ADSs”) (the “Substitution Listing”). The Company expects that, upon the effectiveness of the Substitution Listing, its ADSs will cease to be listed on Nasdaq while the Class A ordinary shares represented by the ADSs will trade on Nasdaq under the symbol of “DUO.” The Company has appointed VStock Transfer, LLC as its United States transfer agent (the “U.S. Transfer Agent”) for the Substitution Listing.

To facilitate the Substitution Listing, The Bank of New York Mellon (the “Depositary”) will call for the surrender of all ADSs to be exchanged into the Company’s Class A ordinary shares on a mandatory basis (the “Mandatory Exchange”). For ADSs held by participants of The Depository Trust Company (“DTC”), the Depositary will instruct the U.S. Transfer Agent to register a transfer of the number of deposited shares represented by those ADSs to DTC for allocation by DTC to the participant accounts entitled to them; and for uncertificated ADSs held by owners other than DTC, the Depositary will instruct the U.S. Transfer Agent to register transfers of the number of deposited shares represented by uncertificated ADSs in the names of the respective owners.

The Company anticipates that the Mandatory Exchange will not take effect on September 4, 2024, as initially scheduled. The Company is actively working with DTC, Nasdaq and other related parties to finalize the Mandatory Exchange and will announce the effective date as soon as it becomes available. ADS holders do not need to take any action and the Depositary will not charge ADS holders any fees in connection with the Mandatory Exchange. The Depositary will issue a notice regarding the Mandatory Exchange to supersede its prior notice issued to ADS holders on July 30, 2024.

There remains uncertainty regarding whether and when the Company will be able to obtain clearance from Nasdaq to effectuate the Mandatory Exchange and the Substitution Listing. Prior to the exchange date, Nasdaq may suspend the trading of the Company’s ADSs until such time as the Mandatory Exchange and the Substitution Listing shall have taken effect or as otherwise determined by Nasdaq.

About FangDD

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

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “going forward,” “intend,” “ought to,” “plan,” “project,” “potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,” “shall,” “should,” “is likely to” and the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about the Company’s beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact

Ms. Linda Li
Director, Capital Markets Department
Phone: +86-0755-2699-8968
E-mail: ir@fangdd.com

FAQ

What is FangDD's plan for its stock listing on Nasdaq?

FangDD (Nasdaq: DUO) plans to terminate its American depositary receipts facility and list its Class A ordinary shares directly on Nasdaq, replacing its current American depositary shares (ADSs).

Will FangDD's stock symbol change after the substitution listing?

No, FangDD's stock will continue to trade under the symbol 'DUO' on Nasdaq after the substitution listing is completed.

When will the mandatory exchange of FangDD's ADSs to Class A ordinary shares take place?

The initially scheduled date of September 4, 2024, has been postponed. FangDD will announce the new effective date once it is finalized with DTC, Nasdaq, and other related parties.

Do FangDD ADS holders need to take any action for the mandatory exchange?

No, ADS holders do not need to take any action. The exchange process will be handled by The Bank of New York Mellon, the depositary, and no fees will be charged to ADS holders.

Is there a risk of trading suspension for FangDD's stock (DUO)?

Yes, Nasdaq may suspend trading of FangDD's ADSs prior to the exchange date until the mandatory exchange and substitution listing take effect or as otherwise determined by Nasdaq.