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Exhibit No.
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Description
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99.1
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| | KE Holdings Inc. Supplemental and Updated Disclosures | |
| | | | KE Holdings Inc. | | ||||||
| | | | By | | |
:
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/s/ XU Tao
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|
| | | | Name | | |
:
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| | XU Tao | |
| | | | Title | | |
:
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| | Director and Chief Financial Officer | |
| | | | | 4 | | | |
| | | | | 11 | | | |
| | | | | 30 | | | |
| | | | | 40 | | | |
| | | | | 45 | | | |
| | | | | 55 | | | |
| | | | | 88 | | | |
| | | | | 102 | | | |
| | | | | 116 | | | |
| | | | | 128 | | | |
| | | | | 130 | | | |
| | | | | 141 | | |
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The following section sets forth certain recent developments that have been updated and/or supplemented in the Listing Application.
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The following section sets forth certain risk factors that have been updated and/or supplemented since the filing of our 2021 Form 20-F as well as additional risk factors relating to the Listing.
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The following section sets forth new information and statistics relating to the industry in which we operate. Such information and statistics were extracted from different official government publications, available sources from public market research, and other sources from independent suppliers.
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The information presented in this section, including certain facts, statistics and data, is derived from the market research report prepared by CIC, which was commissioned by us, and from various official government publications and other publicly available publications, unless otherwise indicated. We believe that these sources are appropriate for such information and we have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information is false or misleading in any material respect or that any fact has been omitted that would render such information false or misleading in any material respect. The information derived from official government publications has not been independently verified by our Company, the Joint Sponsors, any of our or their respective directors, officers or representatives or any other person involved in the Listing (except CIC) and no representation is given as to its accuracy.
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Market players
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Listing status
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Housing
related GTV and respective market share |
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Housing
related revenue |
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Number of
brokerage stores |
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Number of
agents |
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(RMB in billion, %)
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(RMB in billion)
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(in thousand)
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(in thousand)
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Our Company
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| | Listed | | |
3,853.5 (9.7%)
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| | | | 80.8 | | | | | | >45(5) | | | | | | >406(6) | | |
Company A(1)
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Not Listed
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558.0 (1.4%)
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| | | | 6.6 | | | | | | <2 | | | | | | <40 | | |
Company B(2)
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| | Listed | | |
504.6 (1.3%)
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| | | | 5.9 | | | | | | <1 | | | | | | <20 | | |
Company C(3)
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| | Listed | | |
430.0 (1.1%)
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| | | | 10.9 | | | | | | 4.6 | | | | | | 50 | | |
Company D(4)
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| | Listed | | |
415.8 (1.1%)
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| | | | 7.9 | | | | | | 10 | | | | | | 30 | | |
Market players
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Listing status
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Home renovation and
furnishing GTV, and respective market share |
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(RMB in billion, %)
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Company E(1)
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| | Listed | | |
137.1 (2.0%)
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Company F(2)
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| | Listed | | |
104.0 (1.5%)
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Company G(3)
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| | Listed | | |
47.2 (0.7%)
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Company H(4)
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| | Listed | | |
20.1 (0.3%)
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Company I(5)
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Not Listed
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20.0 (0.3%)
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The following section sets forth supplemental and updated information concerning certain regulations to which we are subject subsequent to the filing of our 2021 Form 20-F.
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The following section sets forth updated and supplemental information in the Listing Application relating to selected aspects of our history, development and corporate structure.
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Year
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Milestone(s)
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2001 | | | We commenced operations in 2001 through Beijing Lianjia. | |
2004 | | |
We became the first player in the industry to propose tripartite agreements in housing transactions.
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2008 | | |
We pioneered to introduce Housing Dictionary, which has become the largest and most comprehensive residential housing database in China.
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2010 | | |
We became the first player in the industry to develop and offer comprehensive SaaS systems.
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2011 | | |
We introduced and advocated the standards of “authentic property listings” in China and launched the first ACN in the industry.
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2011 to 2015
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| | We expanded our national footprints to 24 major cities in China. | |
2016 | | |
We completed our Series B financing arrangement, raising gross proceeds of RMB2.6 billion.
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2017 | | |
We completed our Series C financing arrangement, raising gross proceeds of RMB8.7 billion.
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2018 | | |
We launched our Beike platform, introduced virtual reality experience to the housing transactions and services industry in China and completed our Series D financing arrangement, raising gross proceeds of USD1.6 billion.
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Year
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Milestone(s)
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2019 | | |
We completed our Series D+ financing arrangement, raising gross proceeds of USD1.4 billion.
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2020 | | |
We completed our initial public offering and listing on the NYSE as well as a follow-on offering.
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2022 | | |
We completed the acquisition of Shengdu and Shengdu became a wholly-owned subsidiary of the Company.
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Name of Company
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Place and Date of
Incorporation |
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Shareholding
Controlled by the Company |
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Principal Business
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Beike Group (Cayman) Limited
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Cayman, August 6, 2018
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| | 100% | | | investment holding | |
Beike Group (BVI) Limited | | | British Virgin Islands, July 12, 2018 | | | 100% | | | investment holding | |
Sharehome HK International Limited
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| | Hong Kong, December 16, 2016 | | | 100% | | | investment holding | |
Shanghai Haibi Technology Co., Ltd. (上海海贔科技有限公司)
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| | PRC, October 25, 2018 | | | 100% | | | investment holding | |
Beijing Lianjia Zhidi Real Estate Brokerage Co., Ltd.
(北京鏈家置地房地產經紀有限公司) |
| | PRC, July 25, 2005 | | | 100% | | | agency service | |
Deyou Real Estate Agency Co., Ltd. (德佑房地產經紀有限公司)
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PRC, September 5, 2002
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| | 100% | | | agency service | |
Beike Beijing | | | PRC, August 3, 2015 | | | 100% | | | research and development | |
Beike Technology Co., Ltd. (貝殼技術有限公司)
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| | PRC, June 28, 2017 | | | 100% | | | research and development | |
Sichuan Lianjia Real Estate Brokerage Co., Ltd. (四川鏈家房地產經紀有限公司)
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PRC, December 30, 2009
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| | 100% | | | agency service | |
Chengdu Fangjianghu Information Technology Co., Ltd. (成都房江湖信息科技有限公司)
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| | PRC, March 4, 2015 | | | 100% | | | new home transaction service | |
Shanghai Xiaoheng Internet Technology Co., Ltd. (上海小桁網絡科技有限公司)
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| | PRC, May 6, 2015 | | | 100% | | | new home transaction service | |
Shanghai Deyou Property Consulting Co., Ltd. (上海德佑物業顧問有限公司)
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| | PRC, April 16, 2014 | | | 100% | | | new home transaction service | |
Beijing Lianjia Gaoce Real Estate Brokerage Co., Ltd.
(北京鏈家高策房地產經紀有限公司) |
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PRC, September 20, 2016
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| | 100% | | | new home transaction service | |
Name of Company
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Place and Date of
Incorporation |
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Shareholding
Controlled by the Company |
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Principal Business
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Shenzhen Lianjia Real Estate Brokerage Co., Ltd. (深圳鏈家房地產經紀有限公司)
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PRC, September 6, 2002
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| | 100% | | | agency service | |
Guangdong Lianjia Real Estate Brokerage Co., Ltd. (廣東鏈家房地產經紀有限公司)
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| | PRC, June 30, 2000 | | | 100% | | | agency service | |
Xi’an Fangjianghu Information Technology Co., Ltd. (西安房江湖信息科技有限公司)
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| | PRC, May 15, 2015 | | | 100% | | | new home transaction service | |
Beijing Fangyuan Real Estate Consulting Services Co., Ltd. (北京方源房地產諮詢服務有限公司)
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| | PRC, October 24, 2016 | | | 100% | | | agency service | |
Tianjin Lianjia Fangjianghu Technology Co., Ltd. (天津鏈家房江湖科技有限公司)
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PRC, September 23, 2016
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| | 100% | | | new home transaction service | |
Chongqing Naohai Fangjianghu Information Technology Co., Ltd. (重慶鬧海房江湖信息科技有限公司)
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PRC, September 6, 2018
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| | 100% | | | new home transaction service | |
Zhengzhou Fangjianghu Information Technology Co., Ltd. (鄭州房江湖信息科技有限公司)
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| | PRC, August 28, 2017 | | | 100% | | | new home transaction service | |
Wuhan Fangjianghu Information Technology Co., Ltd. (武漢房江湖信息科技有限公司)
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| | PRC, July 17, 2015 | | | 100% | | | new home transaction service | |
Beijing Lianjia | | | PRC, September 30, 2001 | | |
Controlled through contractual arrangements
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| | mobile application development and operation | |
Tianjin Xiaowu | | |
PRC, November 14, 2017
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Controlled through contractual arrangements
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mobile application and webpage development and operation
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Yiju Taihe | | | PRC, July 23, 2010 | | |
Controlled through contractual arrangements
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| | holding company of licensed financial business | |
Beijing Zhongrongxin | | |
PRC, November 10, 2006
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Controlled through contractual arrangements
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| | financing guarantee | |
Beijing Ehomepay | | | PRC, August 8, 2013 | | |
Controlled through contractual arrangements
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| | third party payment | |
Beike Tianjin | | |
PRC, September 29, 2018
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| | 100% | | | investment holding | |
Jinbei Tianjin | | | PRC, August 22, 2018 | | | 100% | | | investment holding | |
Beike Jinke | | | PRC, October 30, 2018 | | | 100% | | | investment holding | |
Lianjia (Tianjin) Enterprise Management Co., Ltd. (鏈家
(天津)企業管理有限公司) |
| | PRC, August 13, 2018 | | | 100% | | | investment holding | |
Name of Company
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Place and Date of
Incorporation |
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Shareholding
Controlled by the Company |
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Principal Business
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Beike Zhaofang (Nanjing) Technology Co., Ltd. (貝殼找房(南京)科技有限公司)
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| | PRC, May 18, 2017 | | | 100% | | | new home transaction service | |
Tianjin Beike Real Estate Brokerage Co., Ltd. (天津貝殼房地產經紀有限公司)
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| | PRC, July 19, 2017 | | | 100% | | | new home transaction service | |
Wuhan Beike Zhaofang Technology Co., Ltd. (武漢貝殼找房科技有限公司)
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| | PRC, June 8, 2018 | | | 100% | | | new home transaction service | |
Guangzhou Beike Technology Service Co., Ltd. (廣州貝殼科技服務有限公司)
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| | PRC, August 18, 2017 | | | 100% | | | new home transaction service | |
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The following section sets forth updated and supplemental information in the Listing Application relating to selected aspects of our business and operations as well as a current description of our strengths and strategies.
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For the Year Ended December 31,
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Key Operating Metrics
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2019
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2020
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2021
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Total GTV | | |
RMB2,127.7 billion
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RMB3,499.1 billion
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RMB3,853.5 billion
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GTV of existing home transactions | | |
RMB1,297.4 billion
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RMB1,940.0 billion
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RMB2,058.2 billion
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GTV of new home transactions | | |
RMB747.6 billion
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RMB1,383.0 billion
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RMB1,608.6 billion
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GTV of emerging and other services
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RMB82.7 billion
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RMB176.1 billion
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RMB186.6 billion
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Number of housing transactions | | |
2.2 million
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3.7 million
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4.6 million
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License/Permit
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Holder
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Issuing Authority
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Grant Dates
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Expiration Date
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Beijing Real Estate Brokerage Institution Filing Certificate (北京市房地產經紀機構備案證明)
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Beijing Lianjia Zhidi Real Estate Brokerage Co., Ltd. (北京鏈家置地房地產經紀有限公司)
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Housing Administration Bureau, Chaoyang District, Beijing (北京市朝陽區房屋管理局)
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| | July 10, 2019 | | | N/A | |
Shanghai Real Estate Brokerage Institution Filing Certificate (上海市房地產經紀企業備案證書)
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Deyou Real Estate Agency Co., Ltd. (德佑房地產經紀有限公司)
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Housing Security and Administration Bureau, Fengxian District, Shanghai (上海市奉賢區住房保障和房屋管理局)
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August 6, 2019
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| | N/A | |
Chengdu Real Estate Brokerage Consulting Institution Filing (成都市房地產經紀諮詢機構備案)
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Sichuan Lianjia Real Estate Brokerage Co., Ltd. (四川鏈家房地產經紀有限公司)
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Chengdu Municipal Urban- Rural Housing Administration Bureau
(成都市城鄉房產管理局) |
| | April 22, 2020 | | | April 22, 2023 | |
License/Permit
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Holder
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Issuing Authority
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Grant Dates
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Expiration Date
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Chengdu Real Estate Brokerage Consulting Institution Filing (成都市房地產經紀諮詢機構備案)
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Chengdu Fangjianghu Information Technology Co., Ltd. (成都房江湖信息科技有限公司)
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Chengdu Municipal Urban- Rural Housing Administration Bureau
(成都市城鄉房產管理局) |
| |
August 20, 2021
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August 20, 2024
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Beijing Real Estate Brokerage Institution Filing Certificate (北京市房地產經紀機構備案證明)
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Beijing Lianjia Gaoce Real Estate Brokerage Co., Ltd. (北京鏈家高策房地產經紀有限公司)
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Housing and Urban-Rural Development Commission, Miyun District, Beijing (北京市密雲區住房和城鄉建設委員會)
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February 2, 2018
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| | N/A | |
Shenzhen Real Estate Brokerage Institution Filing Certificate (深圳市房地產經紀機構備案證書)
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Shenzhen Lianjia Real Estate Brokerage Co., Ltd. (深圳鏈家房地產經紀有限公司)
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Shenzhen Housing and Development Bureau (深圳市住房和建設局)
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November 22, 2021
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November 22, 2022
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Beijing Real Estate Brokerage Institution Filing Certificate (北京市房地產經紀機構備案證明)
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Beijing Fangyuan Real Estate Consulting Services Co., Ltd. (北京方源房地產諮詢服務有限公司)
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Housing Administration Bureau, Chaoyang District, Beijing (北京市朝陽區房屋管理局)
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March 21, 2017
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| | N/A | |
Tianjin Real Estate Brokerage Institution Filing Certificate (天津市房地產經紀機構備案證明)
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Tianjin Lianjia Fangjianghu Technology Co., Ltd. (天津鏈家房江湖科技有限公司)
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Housing Administration Bureau, Airport Economy Zone, Tianjin
(天津市航空港經濟區房 屋管理局) |
| | May 23, 2017 | | | N/A | |
Zhengzhou Real Estate Brokerage Institution Filing Certificate (鄭州市房地產經紀機構備案證書)
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Zhengzhou Fangjianghu Information Technology Co., Ltd. (鄭州房江湖信息科技有限公司)
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Zhengzhou Housing Security and Administration Bureau
(鄭州市住房保障和房地 產管理局) |
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December 17, 2020
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| | N/A | |
Tianjin Real Estate Brokerage Institution Filing Certificate (天津市房地產經紀機構備案證明)
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Tianjin Lianjia Baoye Real Estate Brokerage Co., Ltd. (天津鏈家寶業房地產經紀有限公司)
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Housing Administration Bureau, Nankai District, Tianjin (天津市南開區房屋管理局)
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| | September 11, 2018 | | | N/A | |
Shanghai Real Estate Brokerage Institution Filing Certificate (上海市房地產經紀企業備案證書)
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Shanghai Xiaoheng Internet Technology Co., Ltd. (上海小桁網絡科技有限公司)
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Housing Security and Administration Bureau, Fengxian District, Shanghai (上海市奉賢區住房保障和房地產管理局)
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March 3, 2019
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| | N/A | |
Shanghai Real Estate Brokerage Institution Filing Certificate (上海市房地產經紀企業備案證書)
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Shanghai Deyou Real Estate Consulting Co., Ltd. (上海德佑物業顧問有限公司)
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Housing Security and Administration Bureau, Fengxian District, Shanghai (上海市奉賢區住房保障和房屋管理局)
|
| | July 12, 2019 | | | N/A | |
Guangzhou Real Estate Brokerage Service Institution Filing Certificate (廣州市房地產中介服務機構備案證書)
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Guangdong Lianjia Real Estate Brokerage Co., Ltd. (廣東鏈家房地產經紀有限公司)
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Guangzhou Housing and Urban-Rural Development Bureau (廣州市住房和城鄉建設局)
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November 4, 2021
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December 31, 2022
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License/Permit
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Holder
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Issuing Authority
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Grant Dates
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Expiration Date
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Wuhan Real Estate Brokerage Institution Filing (武漢市房地產經紀機構備案)
|
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Wuhan Fangjianghu Information Technology Co., Ltd. (武漢房江湖信息科技有限公司)
|
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Wuhan Housing Security and Administration Bureau
(武漢市保障和房屋管理 局) |
| | June 6, 2018 | | | N/A | |
Guangzhou Real Estate Brokerage Service Institution Filing Certificate (廣州市房地產中介服務機構備案證書)
|
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Guangzhou Fangjianghu Technology Co., Ltd. (廣州房江湖科技有限公司)
|
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Guangzhou Housing and Urban-Rural Development Bureau (廣州市住房和城鄉建設局)
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November 5, 2021
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December 31, 2022
|
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Chongqing Real Estate Brokerage Institution Filing Certificate (重慶市房地產經紀機構備案證明)
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Chongqing Naohai Technology Co., Ltd. (重慶鬧海科技有限公司)
|
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Chongqing Housing and Urban-Rural Development Commission (重慶市住房和城鄉建設委員會)
|
| | May 25, 2021 | | | May 25, 2022 | |
Chengdu Real Estate Brokerage Consulting Institution Filing (成都市房地產經紀諮詢機構備案)
|
| |
Chengdu Fangyuan Real Estate Consulting Service Co., Ltd. (成都方源房地產諮詢服務有限公司)
|
| |
Chengdu Municipal Urban- Rural Housing Administration Bureau
(成都市城鄉房產管理局) |
| | August 18, 2021 | | | August 18, 2024 | |
Value-Added Telecommunication Business Operation License (增值電信業務經營許可證)
|
| |
Beijing Lianjia Real Estate Brokerage Co., Ltd. (北京鏈家房地產經紀有限公司)
|
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Beijing Communications Administration Bureau
(北京市通信管理局) |
| | April 15, 2020 | | | April 15, 2025 | |
Value-Added Telecommunication Business Operation License (增值電信業務經營許可證)
|
| |
Tianjin Xiaowu Information & Technology Co., Ltd. (天津小屋信息科技有限公司)
|
| |
Tianjin Communications Administration Bureau
(天津市通信管理局) |
| |
December 13, 2018
|
| |
December 13, 2023
|
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Value-Added Telecommunication Business Operation License (增值電信業務經營許可證)
|
| |
Beike Zhaofang Web (Beijing) Information & Technology Co., Ltd. (貝殼找房網(北京)信息技 術有限公司)
|
| |
Beijing Communications Administration Bureau (北京市通信管理局)
|
| | September 16, 2020 | | | September 16, 2025 | |
Filing on Commercial Franchising (商業特許經營備案)
|
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Deyou (Tianjin) Real Estate Brokerage Service Co., Ltd. (德佑(天津)房地產經紀服務有限公司)
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Tianjin Commerce Bureau (天津市商務局)
|
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August 21, 2019
|
| | N/A | |
Value-Added Telecommunication Business Operation License (增值電信業務經營許可證)
|
| |
Beijing Zhongrongxin Financing Guarantee Co., Ltd. (北京中融信融資擔保有限公司)
|
| |
PRC Ministry of Industry and Information Technology (中華人民共和國工業和 信息化部)
|
| | December 14, 2020 | | | December 18, 2024 | |
Financial Guarantee Business Operation License (融資擔保業務經營許可證)
|
| |
Beijing Zhongrongxin Financing Guarantee Co., Ltd. (北京中融信融資擔保有限公司)
|
| |
Beijing Finance Supervision Administration (北京地方金融監督管理局)
|
| |
September 16, 2021
|
| | N/A | |
Value-Added Telecommunication Business Operation License (增值電信業務經營許可證)
|
| |
Beijing Ehomepay Technologies Co., Ltd.
(北京理房通支付科技有 限公司) |
| |
Beijing Communications Administration Bureau
(北京市通信管理局) |
| | May 27, 2020 | | |
November 13, 2022
|
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License/Permit
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Holder
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Issuing Authority
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| |
Grant Dates
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Expiration Date
|
|
Payment Service License (支付業務許可證)
|
| |
Beijing Ehomepay Technologies Co., Ltd.
(北京理房通支付科技有 限公司) |
| |
The People’s Bank of China (中國人民銀行)
|
| | July 16, 2020 | | | July 9, 2024 | |
Award Name/Recognition
|
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Award Year
|
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Awarding Institutions/Authority
|
|
VR/AR Innovation Award at World VR Industry Conference 2019
(2019年世界VR產業大會VR/AR創新獎) |
| | October 2019 | | |
Virtual Reality Industry Alliance
(虛擬現實產業聯盟) |
|
2019 New Information Consumption Demonstration Project
(工業和信息化部2019年新型信息消費示範項目) |
| | November 2019 | | |
Ministry of Industry and Information Technology
(工業和信息化部) |
|
Innovation Practice Base for Market Supervision and Management and Social Co-governance
(市場監督管理社會共治創新實踐基地) |
| | December 2019 | | |
State Administration for Market Regulation
(國家市場監督管理總局) |
|
Typical Cases of Cloud Enterprises in 2019
(工業和信息化部2019年企業上雲典型案例) |
| | July 2020 | | |
Ministry of Industry and Information Technology
(工業和信息化部) |
|
2020 China VR Top 50 Enterprises
(2020中國VR50強企業) |
| | October 2020 | | |
Virtual Reality Industry Alliance
(虛擬現實產業聯盟) |
|
2020 Top 500 Global Unicorn Companies
(2020全球獨角獸企業500強) |
| | December 2020 | | |
Global Top 500 Unicorns Conference
(全球獨角獸企業500強大會) |
|
Red Dot Winner 2021 | | | March 2021 | | | Red Dot GmbH & Co. KG | |
2021 New Information Consumption Demonstration Project
(工業和信息化部2021年新型信息消費示範 項目) |
| | August 2021 | | |
Ministry of Industry and Information Technology
(工業和信息化部) |
|
| |
The following section sets forth updated and supplemental information in the Listing Application relating to our contractual arrangements.
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Categories
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Our business/operations
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License is required. To comply with PRC laws and regulations, the Company operates such business through Tianjin Xiaowu, which holds an ICP License issued by the competent authority.
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In addition, Tianjin Xiaowu has been approved to hold an online cultural operation license for its live streaming services to be provided and the live streaming services of Tianjin Xiaowu need to be provided through the website and mobile app operated by Tianjin Xiaowu. According to the 2021 Negative List, the provision of internet cultural service falls within the “prohibited” business category.
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•
Tianjin Wuke operates the Jiayou Zhan (加油站) website, through which real estate brokerage store owners and agents can purchase products related to the provision of brokerage services.
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The operation of such website constitutes the provision of value-added telecommunication business under the Telecommunications Regulations and therefore an a value-added telecommunication business operation license is required. To comply with PRC laws and regulations, the Company operates such website through Tianjin Wuke, which holds an ICP License issued by the competent authority.
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| | |
In light of the recent regulatory development, the Company will take steps to reorganize Tianjin Wuke in accordance with applicable PRC rules. As advised by the Company’s PRC Legal Adviser, as the amended Regulations for the Administration of Foreign-Invested Telecommunications Enterprises only became effective on May 1, 2022, it remains subject to further guidance from the authorities with respect to the conditions and steps that the Company needs to take and satisfy to complete the reorganization. The Company will conduct periodic consultation with the relevant governmental authorities regarding the regulatory procedures and specific requirements for the completion of the restructuring.
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•
Beike Zhaofang Web operates the Beike Zhaofang Web (貝殼找房網) website through which the Company provides premium industry reports to the public.
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The provision of online premium industry report service constitutes the provision of commercial internet information service under the Telecommunications Regulations and therefore an ICP Licence is required. To comply with PRC laws and regulations, the Company operates such website through Beike Zhaofang Web, which holds an ICP License issued by the competent authority.
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To facilitate and support the Company’s VR property showing, Beike Zhaofang Web has been required to complete the filings on the Internet Audio-visual Programs
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Categories
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Our business/operations
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Database by relevant authorities. Based on the recent consultation with competent authority conducted by the Company’s PRC Legal Adviser, foreign investors are not allowed to hold equity interest in a company that has completed such filings.
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| | |
•
Beijing Zhongrongxin is primarily engaged in financial guarantee business through the use of short message service (the “SMS”) throughout its entire business process, including without limitation, the notification of key information, collecting the feedbacks, instructions and confirmations during the course of business, triggering and authentication of the digital signature of customers, and promotion of its services to customer. Beijing Zhongrongxin is required to obtain a license for using telecommunication network code under the relevant PRC laws and regulations. Pursuant to the guidance on application for licenses for using telecommunication network code published by the MIIT on its official website, a VATS License for information service (excluding internet information services) (the “SP License”), which is subject to foreign investment restriction, is a pre-requisite for applying for the license for using the telecommunication network code currently applicable to Beijing Zhongrongxin. To comply with PRC laws and regulations, the Company operates such financial guarantee business through Beijing Zhongrongxin, which holds an SP License issued by the competent authority.
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Beijing Zhongrongxin directly holds 95% equity interest in Beijing Ehomepay which is engaged in third-party payment business and is the main investor of Beijing Ehomepay. There are qualification requirements for foreign investors to satisfy in order to be engaged in third party payment business. See “— Third-party payment service” and “— Qualification Requirements — Third-party payment service” below for further details.
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|
Third-party payment service | | |
•
Beijing Ehomepay is primarily engaged in third-party payment business, and there are qualification requirements for foreign investors to satisfy in order to be engaged in third-party payment business. See “— Qualification Requirements — Third-party payment service” below.
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In addition, the provision of third party payment services involves the operation and use of mobile app, which requires an ICP License. To comply with PRC laws and regulations, the Company operates such third-party payment business through Beijing Ehomepay, which holds an ICP License issued by the competent authority.
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The revenue generated by Beijing Ehomepay for the year ended December 31, 2021 represented only 0.270% of the total revenue of the Group for the year ended December 31, 2021.
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Categories
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Our business/operations
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Anli Insurance Brokerage | | |
•
Anli Insurance Brokerage is mainly engaged in insurance brokerage business. Foreign shareholder needs to satisfy the qualification requirements before it can hold equity interests in a company which engages in insurance brokerage business.
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| | |
According to the administrative guidelines published by the CBIRC on September 30, 2021, a foreign investor holding more than 25% of the equity interest in an insurance brokerage company must satisfy the following requirements before investing in the insurance brokerage industry: (i) it has engaged in insurance brokerage business for more than thirty years within the territories of World Trade Organization members; and (ii) its total assets shall be no less than US$200 million as of the end of the year prior to its application (collectively, the “Insurance Industry Requirements”).
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The State Council also promulgated the Opinions on Further Proper Utilization of Foreign Investment (《關於進一步做好利用外資工作的意見》) on October 30, 2019 to abolish the Insurance Industry Requirements. On December 3, 2021, the General Office of the CBIRC issued the Circular on Clarifying Relevant Measures on Open up of Insurance Agency Markets (《關於明確保險中介市場對外開放有關措施的通知》) (the “Circular 128”), which provided that qualified foreign insurance brokerage companies with actual operation experience were allowed to set up insurance brokerage companies in China to conduct insurance brokerage business and the Insurance Industry Requirements were abolished.
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However, as the Circular 128 is newly issued, no particular laws or regulations have been issued so far and the administrative guidelines published by the CBIRC have not been updated to reflect such change as of the Latest Practicable Date.
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The revenue generated by Anli Insurance Brokerage for the year ended December 31, 2021 represented only 0.003% of the total revenue of the Group for the year ended December 31, 2021.
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Name of Entity
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Business/operation
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|
Beike Small Loan | | |
Beike Small Loan is mainly engaged in the small amount money lending business. As advised by our PRC Legal Adviser, the small amount money lending business is not subject to foreign investment restriction. The revenue generated by Beike Small Loan for the year of 2021 represented only 0.01% of the total revenue of the Group, which is immaterial to the Group.
Beike Small Loan has been operated under the Company’s Contractual Arrangements since its incorporation. The Company will need to incur considerable amount of time, resources and costs (including incurring additional time and resources to prepare relevant application documents and agreements and additional expenses for engaging advisers in reviewing the documents) in order to remove Beike Small Loan from the Contractual Arrangements. Considering the immaterial revenue generated from Beike Small Loan, it would also be a waste of management’s time to incur such additional resources and cost. The Company has undertaken to the Stock Exchange that, it will ensure that the revenue generated from Beike Small Loan will remain immaterial after the Listing and its annual revenue contribution to the Group will not exceed 0.1% of the Group. The Company’s audit committee will review annually to ensure that the revenue of the Unrestricted Business will be no more than 0.1% of the total revenue and that the Company will disclose such compliance in the annual report.
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In addition, as advised by the Company’s PRC Legal Adviser, based on the Company’s consultation with the local bureau in charge of the money lending business conducted by Beike Small Loan and the practice of similar acquisitions, as of the Latest Practicable Date, it is practically not possible for the Company to obtain the approval from the governmental authorities to allow the Company to acquire the equity interest in Beike Small Loan. The Company’s PRC Legal Adviser is of the view that the local bureau the Company consulted with is the competent authority to provide such guidance.
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Taking into account (i) the immateriality of the Unrestricted Business conducted by Beike Small Loan, (ii) the undertaking mentioned above, and (iii) that it is practicably impossible for the Company to remove Beike Small Loan from the Contractual Arrangements, we are of the view that Contractual Arrangement for Beike Small Loan is narrowly tailored.
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The following section sets forth supplemental financial information for the years ended December 31, 2019, 2020 and 2021 and as of December 31, 2020 and 2021, including certain supplemental and updated disclosures made in connection with the Listing.
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For the Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Net income (loss)
|
| | | | (2,180,127) | | | | | | 2,778,323 | | | | | | (524,766) | | | | | | (82,346) | | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation expenses
|
| | | | 2,955,590 | | | | | | 2,252,589 | | | | | | 1,538,287 | | | | | | 241,390 | | |
Adjusted net income (Non-GAAP measure)
|
| | | | 775,463 | | | | | | 5,030,912 | | | | | | 1,013,521 | | | | | | 159,044 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Total current assets
|
| | | | 51,912,486 | | | | | | 87,539,101 | | | | | | 69,926,354 | | | | | | 10,972,970 | | |
Total non-current assets
|
| | | | 15,352,826 | | | | | | 16,756,435 | | | | | | 30,392,511 | | | | | | 4,769,250 | | |
Total assets
|
| | | | 67,265,312 | | | | | | 104,295,536 | | | | | | 100,318,865 | | | | | | 15,742,220 | | |
Total current liabilities
|
| | | | 27,797,675 | | | | | | 33,633,346 | | | | | | 28,936,137 | | | | | | 4,540,711 | | |
Total non-current liabilities
|
| | | | 7,932,045 | | | | | | 3,869,674 | | | | | | 4,327,235 | | | | | | 679,038 | | |
Total liabilities
|
| | | | 35,729,720 | | | | | | 37,503,020 | | | | | | 33,263,372 | | | | | | 5,219,749 | | |
Total mezzanine equity
|
| | | | 40,372,895 | | | | | | — | | | | | | — | | | | | | — | | |
Total shareholders’ equity (deficit)
|
| | | | (8,837,303) | | | | | | 66,792,516 | | | | | | 67,055,493 | | | | | | 10,522,471 | | |
Total liabilities, mezzanine equity and shareholders’
equity (deficit) |
| | | | 67,265,312 | | | | | | 104,295,536 | | | | | | 100,318,865 | | | | | | 15,742,220 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 24,319,332 | | | | | | 40,969,979 | | | | | | 20,446,104 | | | | | | 3,208,440 | | | | | | 16,579,055 | | | | | | 2,601,616 | | |
Restricted cash
|
| | | | 7,380,341 | | | | | | 8,567,496 | | | | | | 6,286,105 | | | | | | 986,427 | | | | | | 6,831,221 | | | | | | 1,071,968 | | |
Short-term investments
|
| | | | 1,844,595 | | | | | | 15,688,321 | | | | | | 29,402,661 | | | | | | 4,613,919 | | | | | | 26,827,650 | | | | | | 4,209,844 | | |
Short-term financing receivables,
net of allowance for credit losses |
| | | | 2,125,621 | | | | | | 3,931,641 | | | | | | 702,452 | | | | | | 110,230 | | | | | | 521,064 | | | | | | 81,766 | | |
Accounts receivable, net of allowance for credit losses
|
| | | | 8,093,219 | | | | | | 13,183,559 | | | | | | 9,324,952 | | | | | | 1,463,288 | | | | | | 7,037,958 | | | | | | 1,104,409 | | |
Amounts due from and prepayments to related
parties |
| | | | 927,306 | | | | | | 484,349 | | | | | | 591,342 | | | | | | 92,794 | | | | | | 425,966 | | | | | | 66,843 | | |
Loan receivables from related parties
|
| | | | 1,929,076 | | | | | | 36,378 | | | | | | 42,788 | | | | | | 6,714 | | | | | | 90,643 | | | | | | 14,224 | | |
Prepayments, receivables and other assets
|
| | | | 5,292,996 | | | | | | 4,677,378 | | | | | | 3,129,950 | | | | | | 491,158 | | | | | | 3,162,078 | | | | | | 496,199 | | |
Total current assets
|
| | | | 51,912,486 | | | | | | 87,539,101 | | | | | | 69,926,354 | | | | | | 10,972,970 | | | | | | 61,475,635 | | | | | | 9,646,869 | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | 4,212,705 | | | | | | 6,594,846 | | | | | | 6,008,765 | | | | | | 942,906 | | | | | | 4,955,073 | | | | | | 777,559 | | |
Amounts due to related parties
|
| | | | 263,659 | | | | | | 254,255 | | | | | | 584,078 | | | | | | 91,655 | | | | | | 419,021 | | | | | | 65,754 | | |
Employee compensation and welfare payable
|
| | | | 9,113,011 | | | | | | 11,231,800 | | | | | | 9,834,247 | | | | | | 1,543,208 | | | | | | 8,182,894 | | | | | | 1,284,075 | | |
Customer deposits payable
|
| | | | 4,382,803 | | | | | | 6,743,256 | | | | | | 4,181,337 | | | | | | 656,143 | | | | | | 5,624,405 | | | | | | 882,592 | | |
Income taxes payable
|
| | | | 994,815 | | | | | | 986,465 | | | | | | 567,589 | | | | | | 89,067 | | | | | | 391,486 | | | | | | 61,433 | | |
Short-term borrowings
|
| | | | 720,000 | | | | | | — | | | | | | 260,000 | | | | | | 40,800 | | | | | | 356,670 | | | | | | 55,969 | | |
Lease liabilities current portion
|
| | | | 2,222,745 | | | | | | 2,625,979 | | | | | | 2,752,795 | | | | | | 431,974 | | | | | | 2,909,278 | | | | | | 456,529 | | |
Short-term funding debts
|
| | | | 2,291,723 | | | | | | 1,512,510 | | | | | | 194,200 | | | | | | 30,474 | | | | | | 226,500 | | | | | | 35,543 | | |
Contract liabilities
|
| | | | 593,373 | | | | | | 734,157 | | | | | | 1,101,929 | | | | | | 172,917 | | | | | | 1,370,198 | | | | | | 215,014 | | |
Accrued expenses and other current
liabilities |
| | | | 3,002,841 | | | | | | 2,950,078 | | | | | | 3,451,197 | | | | | | 541,567 | | | | | | 4,010,740 | | | | | | 629,373 | | |
Total current liabilities
|
| | | | 27,797,675 | | | | | | 33,633,346 | | | | | | 28,936,137 | | | | | | 4,540,711 | | | | | | 28,446,265 | | | | | | 4,463,841 | | |
Net current assets
|
| | | | 24,114,811 | | | | | | 53,905,755 | | | | | | 40,990,217 | | | | | | 6,432,259 | | | | | | 33,029,370 | | | | | | 5,183,028 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
New home transaction services
|
| | | | 7,838,045 | | | | | | 13,546,605 | | | | | | 11,026,647 | | | | | | 1,730,322 | | |
Existing home transaction services
|
| | | | 604,191 | | | | | | 699,673 | | | | | | 365,961 | | | | | | 57,427 | | |
Emerging and other services
|
| | | | 111,945 | | | | | | 59,499 | | | | | | 83,615 | | | | | | 13,121 | | |
Accounts receivable
|
| | | | 8,554,181 | | | | | | 14,305,777 | | | | | | 11,476,223 | | | | | | 1,800,870 | | |
Allowance for credit losses
|
| | | | (460,962) | | | | | | (1,122,218) | | | | | | (2,151,271) | | | | | | (337,582) | | |
– allowance of new home transaction services
|
| | | | (454,996) | | | | | | (1,108,485) | | | | | | (2,114,400) | | | | | | (331,796) | | |
– allowance of others
|
| | | | (5,966) | | | | | | (13,733) | | | | | | (36,871) | | | | | | (5,786) | | |
Accounts receivable, net
|
| | | | 8,093,219 | | | | | | 13,183,559 | | | | | | 9,324,952 | | | | | | 1,463,288 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | | | | | | | |
(in thousands)
|
| | | | | | | |||||||||
Investments in equity method investees
|
| | | | 395,926 | | | | | | 689,929 | | | | | | 430,292 | | | | | | 67,522 | | |
Investments accounted for at fair values
|
| | | | 1,578,596 | | | | | | 2,060,849 | | | | | | 6,480,322 | | | | | | 1,016,904 | | |
Equity investments measured under measurement alternative and NAV practical expedient
|
| | | | 144,223 | | | | | | 164,785 | | | | | | 1,232,735 | | | | | | 193,443 | | |
Long-term held-to-maturity investments
|
| | | | 215,000 | | | | | | 224,752 | | | | | | 1,081,167 | | | | | | 169,659 | | |
Available-for-sale debt investments
|
| | | | — | | | | | | — | | | | | | 7,813,655 | | | | | | 1,226,133 | | |
Total long-term investments
|
| | | | 2,333,745 | | | | | | 3,140,315 | | | | | | 17,038,171 | | | | | | 2,673,661 | | |
| | |
For the Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
Account payable turnover days
|
| | | | 30 | | | | | | 37 | | | | | | 35 | | |
| | |
For the Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Net income (loss) attributable to KE Holdings Inc. in the consolidated statements of comprehensive income (loss) as reported under U.S. GAAP
|
| | | | (2,183,546) | | | | | | 2,777,592 | | | | | | (524,129) | | |
IFRS adjustments | | | | | | | | | | | | | | | | | | | |
Preferred Shares (note (i))
|
| | | | (4,931,024) | | | | | | (25,292,015) | | | | | | — | | |
Provision for credit losses (note (ii))
|
| | | | (49,592) | | | | | | (7,364) | | | | | | (9,734) | | |
Lease accounting (note (iii))
|
| | | | 18,774 | | | | | | 10,841 | | | | | | (18,899) | | |
Share-based compensation (note (iv))
|
| | | | (230,341) | | | | | | 196,663 | | | | | | (325,454) | | |
Issuance costs in relation to the IPO (note (v))
|
| | | | — | | | | | | (45,338) | | | | | | (24,810) | | |
Net loss attributable to KE Holdings Inc. in the consolidated statements of comprehensive income (loss) as reported under
IFRS |
| | | | (7,375,729) | | | | | | (22,359,621) | | | | | | (903,026) | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Total shareholders’ equity (deficit) as reported under U.S.
GAAP |
| | | | (8,837,303) | | | | | | 66,792,516 | | | | | | 67,055,493 | | |
IFRS adjustments | | | | | | | | | | | | | | | | | | | |
Preferred Shares (note (i))
|
| | | | (4,771,008) | | | | | | — | | | | | | — | | |
Provision for credit losses (note (ii))
|
| | | | (49,592) | | | | | | 33,561 | | | | | | 23,827 | | |
Lease accounting (note (iii))
|
| | | | (145,709) | | | | | | (134,868) | | | | | | (153,767) | | |
Share-based compensation (note (iv))
|
| | | | — | | | | | | — | | | | | | — | | |
Issuance costs in relation to the IPO (note (v))
|
| | | | — | | | | | | — | | | | | | (24,810) | | |
Total shareholders’ equity (deficit) as reported under IFRS
|
| | | | (13,803,612) | | | | | | 66,691,209 | | | | | | 66,900,743 | | |
| | |
As of December 31,
|
| |
As of March 31,
|
| ||||||||||||||||||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Current: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings
|
| | | | 720,000 | | | | | | — | | | | | | 260,000 | | | | | | 40,800 | | | | | | 356,670 | | | | | | 55,969 | | |
Short-term funding debts
|
| | | | 2,291,723 | | | | | | 1,512,510 | | | | | | 194,200 | | | | | | 30,474 | | | | | | 226,500 | | | | | | 35,543 | | |
Lease liabilities
|
| | | | 2,222,745 | | | | | | 2,625,979 | | | | | | 2,752,795 | | | | | | 431,974 | | | | | | 2,909,278 | | | | | | 456,529 | | |
Sub-total
|
| | | | 5,234,468 | | | | | | 4,138,489 | | | | | | 3,206,995 | | | | | | 503,248 | | | | | | 3,492,448 | | | | | | 548,041 | | |
Non-current: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term borrowings
|
| | | | 4,890,030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-term funding debts
|
| | | | 7,500 | | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 2,914,240 | | | | | | 3,833,914 | | | | | | 4,302,934 | | | | | | 675,224 | | | | | | 4,303,678 | | | | | | 675,341 | | |
Sub-total
|
| | | | 7,811,770 | | | | | | 3,848,914 | | | | | | 4,302,934 | | | | | | 675,224 | | | | | | 4,303,678 | | | | | | 675,341 | | |
Total
|
| | | | 13,046,238 | | | | | | 7,987,403 | | | | | | 7,509,929 | | | | | | 1,178,472 | | | | | | 7,796,126 | | | | | | 1,223,382 | | |
| | |
Audited
consolidated net tangible assets of the Group attributable to shareholders of the Company as at December 31, 2021 |
| |
Estimated
listing expenses |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per Share |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per ADS |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per Share |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per ADS |
| |||||||||||||||||||||
| | |
(Note 1)
|
| |
(Note 2)
|
| |
(Note 3, 4, 5)
|
| |
(Note 3, 4, 6)
|
| ||||||||||||||||||||||||||||||
| | |
RMB’000
|
| |
RMB’000
|
| |
RMB’000
|
| |
RMB
|
| |
RMB
|
| |
HK$
|
| |
HK$
|
| |||||||||||||||||||||
Based on
3,548,492,330 Shares in issue immediately prior to the Listing |
| | | | 64,027,014 | | | | | | (89,355) | | | | | | 63,937,659 | | | | | | 18.02 | | | | | | 54.05 | | | | | | 22.05 | | | | | | 66.16 | | |
| | |
Audited
consolidated net tangible assets of the Enlarged Group attributable to shareholders of the Company as at December 31, 2021 |
| |
Estimated
listing expense |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per Share |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per ADS |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per Share |
| |
Unaudited pro
forma adjusted consolidated net tangible assets attributable to the shareholders of the Company per ADS |
| |||||||||||||||||||||
| | |
(Note i)
|
| |
(Note ii)
|
| | | | | | | |
(Note iii)
|
| |
(Note iii)
|
| ||||||||||||||||||||||||
| | |
RMB’000
|
| |
RMB’000
|
| |
RMB’000
|
| |
RMB
|
| |
RMB
|
| |
HK$
|
| |
HK$
|
| |||||||||||||||||||||
Based on 3,548,492,330
Shares in issue immediately prior to the Listing |
| | | | 59,955,381 | | | | | | (89,355) | | | | | | 59,866,026 | | | | | | 16.87 | | | | | | 50.61 | | | | | | 20.65 | | | | | | 61.95 | | |
| |
The following section sets forth updated and supplemental information concerning directors and senior management in the Listing Application.
|
| |
Name
|
| |
Position
|
| |
Age
|
| |
Date of
appointment as Director |
| |
Date of joining
the Group |
| |
Role and
responsibility |
|
Yongdong Peng
(彭永東) |
| | Co-founder, Chairman of the Board, Executive Director and Chief Executive Officer | | | 42 | | | December 18, 2018 | | | January 2010 | | | Overall strategy, business development and management of the Company | |
Yigang Shan
(單一剛) |
| | Co-founder and Executive Director | | | 49 | | | July 6, 2018 | | | December 2007 | | | Overall strategy and business development; member of the nomination committee | |
Tao Xu
(徐濤) |
| | Executive Director and Chief Financial Officer | | | 48 | | | August 11, 2021(1) | | | November 2016 | | | Overall strategy, business development, accounting, financing, internal control, capital market activities and legal functions | |
Wangang Xu
(徐萬剛) |
| | Executive Director and Chief Operating Officer | | | 56 | | |
May 24, 2021(2)
|
| | December 2015 | | | Overall strategy, business development and operation of the Company’s business | |
Jeffrey Zhaohui Li
(李朝暉) |
| | Non-executive Director | | | 46 | | | December 18, 2018 | | | December 2018 | | | Providing professional opinion and judgment to the Board | |
Xiaohong Chen
(陳小紅) |
| | Independent Non-executive Director(3) | | | 52 | | | August 12, 2020 | | | August 2020 | | | Providing independent opinion and judgment to the Board; chairperson of the audit committee; chairperson of nomination committee; | |
Name
|
| |
Position
|
| |
Age
|
| |
Date of
appointment as Director |
| |
Date of joining
the Group |
| |
Role and
responsibility |
|
| | | | | | | | | | | | | | | member of the compensation committee; member of the corporate governance committee | |
Hansong Zhu
(朱寒松) |
| | Independent Non-executive Director | | | 52 | | | August 11, 2021 | | | August 2021 | | | Providing independent opinion and judgment to the Board; chairperson of the corporate governance committee; member of the audit committee; member of the compensation committee; member of the nomination committee | |
Jun Wu
(武軍) |
| | Independent Non-executive Director | | | 53 | | |
March 29, 2022
|
| | March 2022 | | | Providing independent opinion and judgment to the Board; chairperson of the compensation committee; member of the audit committee; member of the corporate governance committee | |
Name
|
| |
Position
|
| |
Age
|
| |
Date of
Joining our Group |
| |
Role and
responsibility |
|
Yongdong Peng
(彭永東) |
| | Co-founder, Chairman of the Board, Executive Director and Chief Executive Officer | | | 42 | | | January 2010 | | | Overall strategy, business development and management of the Company | |
Yigang Shan
(單一剛) |
| | Co-founder and Executive Director | | | 49 | | | December 2007 | | | Overall strategy and business development; member of the nomination committee | |
Tao Xu
(徐濤) |
| | Executive Director and Chief Financial Officer | | | 48 | | | November 2016 | | | Overall strategy, business development, accounting, financing, internal control, capital market activities and legal functions | |
Wangang Xu
(徐萬剛) |
| | Executive Director and Chief Operating Officer | | | 56 | | | December 2015 | | | Overall strategy, business development and operation of the Company’s business | |
| |
The following section sets forth updated and supplemental information concerning substantial shareholders in the Listing Application.
|
| |
| | |
Class A
ordinary shares |
| |
Class B
ordinary shares |
| |
Number of
Shares |
| |
Approximate %
of shareholding in respective class of Share of our Company immediately upon completion of the Introduction |
| ||||||||||||
Z&Z Trust(1)
|
| | | | 885,301,280 | | | | | | — | | | | | | 885,301,280 | | | | | | 24.4% | | |
Cantrust(1) | | | | | 885,301,280 | | | | | | — | | | | | | 885,301,280 | | | | | | 24.4% | | |
Grain Bud(1)
|
| | | | 885,301,280 | | | | | | — | | | | | | 885,301,280 | | | | | | 24.4% | | |
Propitious Global(1)
|
| | | | 885,301,280 | | | | | | — | | | | | | 885,301,280 | | | | | | 24.4% | | |
Mrs. Zuo(1) | | | | | 885,301,280 | | | | | | — | | | | | | 885,301,280 | | | | | | 24.4% | | |
Baihui Partnership(1)
|
| | | | 885,301,280 | | | | | | — | | | | | | 885,301,280 | | | | | | 24.4% | | |
Mr. Peng(2) | | | | | — | | | | | | 110,116,275 | | | | | | 110,116,275 | | | | | | 69.7% | | |
| | | | | 71,824,250 | | | | | | — | | | | | | 957,125,530 | | | | | | 26.3% | | |
| | | | | 885,301,280 | | | | | | | | | | | | | | | | | | | | |
Ever Orient International Limited(2)
|
| | | | — | | | | | | 110,116,275 | | | | | | 110,116,275 | | | | | | 69.7% | | |
| | | | | 71,824,250 | | | | | | — | | | | | | 71,824,250 | | | | | | 2.0% | | |
Mr. Shan(3) | | | | | — | | | | | | 47,777,775 | | | | | | 47,777,775 | | | | | | 30.3% | | |
| | | | | 53,868,189 | | | | | | — | | | | | | 939,169,469 | | | | | | 25.8% | | |
| | | | | 885,301,280 | | | | | | | | | | | | | | | | | | | | |
De Chang Trust(3)
|
| | | | — | | | | | | 47,777,775 | | | | | | 47,777,775 | | | | | | 30.3% | | |
| | | | | 53,868,189 | | | | | | — | | | | | | 53,868,189 | | | | | | 1.5% | | |
Trident Trust Company (HK) Limited(3)
|
| | | | — | | | | | | 47,777,775 | | | | | | 47,777,775 | | | | | | 30.3% | | |
| | | | | 53,868,189 | | | | | | — | | | | | | 53,868,189 | | | | | | 1.5% | | |
Sapient Rich Holdings Limited(3)
|
| | | | — | | | | | | 47,777,775 | | | | | | 47,777,775 | | | | | | 30.3% | | |
| | | | | 53,868,189 | | | | | | — | | | | | | 53,868,189 | | | | | | 1.5% | | |
Clover Rich Limited(3)
|
| | | | — | | | | | | 47,777,775 | | | | | | 47,777,775 | | | | | | 30.3% | | |
| | | | | 53,868,189 | | | | | | — | | | | | | 53,868,189 | | | | | | 1.5% | | |
Tencent Affiliated Entities(4)
|
| | | | 410,842,111 | | | | | | — | | | | | | 410,842,111 | | | | | | 11.3% | | |
SB Global Advisers Limited(5)
|
| | | | 219,080,949 | | | | | | — | | | | | | 219,080,949 | | | | | | 6.0% | | |
SoftBank Vision Fund II-2 L.P.(5)
|
| | | | 219,080,949 | | | | | | — | | | | | | 219,080,949 | | | | | | 6.0% | | |
SVF II Aggregator (Jersey) LP(5)
|
| | | | 219,080,949 | | | | | | — | | | | | | 219,080,949 | | | | | | 6.0% | | |
SVF II Holdings (DE) LLC(5)
|
| | | | 219,080,949 | | | | | | — | | | | | | 219,080,949 | | | | | | 6.0% | | |
SVF II Holdings Subco (DE) LLC(5)
|
| | | | 219,080,949 | | | | | | — | | | | | | 219,080,949 | | | | | | 6.0% | | |
SVF II Buzzard (Cayman) LP(5)
|
| | | | 219,080,949 | | | | | | — | | | | | | 219,080,949 | | | | | | 6.0% | | |
| |
The following section sets forth sets forth supplemental information concerning connected transactions pursuant to the Hong Kong Stock Exchange Listing Rules in the Listing Application.
|
| |
Name
|
| |
Connected Relationship
|
|
Ziroom Inc. (“Ziroom,” together with its subsidiaries and consolidated affiliated entities, “Ziroom Group”) | | | Mrs. Zuo, a controlling shareholder of the Company, held approximately 35.5% equity interests in Ziroom as of the Latest Practicable Date. | |
Represented Tencent Group(1) | | | Tencent was one of our substantial shareholders as of the Latest Practicable Date. | |
No.
|
| |
Nature of
Transactions |
| |
Counterparty(ies)
|
| |
Relevant
Listing Rules |
| |
Waiver(s)
Sought |
| |
Proposed annual caps
for the years ending December 31, (RMB in millions) |
| ||||||
|
2022
|
| |
2023
|
| |
2024
|
| ||||||||||||||
Non-fully Exempt Continuing Connected Transactions | | |||||||||||||||||||||
1 | | | Provision of online marketing services | | | Ziroom Group | | | 14A.35, 14A.76(2), 14A.105 | | | Waiver from strict compliance with announcement requirement | | | 158.0 | | | 237.0 | | | 355.5 | |
2 | | | Procurement of cloud services and technical services | | |
Shenzhen Tencent Computer Systems Company Limited
(深圳市騰訊計算機系統有限公司 (“Tencent Computer”) |
| | 14A.35, 14A.76(2), 14A.105 | | | Waiver from strict compliance with announcement requirement | | | 230.0 | | | 280.0 | | | 340.0 | |
Non-exempt Continuing Connected Transactions | | |||||||||||||||||||||
3 | | | Contractual Arrangements | | | VIEs and their respective registered shareholders | | | 14A.35 14A.36 14A.52 14A.53 14A.105 | | | Waiver from announcement, independent shareholders’ approval, circular, annual cap, and limiting the term to three years | | | N/A | | | N/A | | | N/A | |
| |
The following section sets forth updated and supplemental information concerning our share incentive plans in the Listing Application.
|
| |
Name of
the grantee |
| |
Position
|
| |
Address
|
| |
Price paid for
option granted |
| |
Date of
grant |
| |
Expiry
date |
| |
Vesting
Period(1) |
| |
Exercise price
per Class A ordinary shares |
| |
Number of
Underlying Class A ordinary shares |
| |
Percentage
of issued and outstanding Shares in the Company immediately upon the completion of the Listing |
| ||||||||||||
Xiaohong
Chen |
| |
Director
|
| |
No. 1001, Unit 1,
Building 30, Cuizhu New Village, Konggang Street, Shunyi District, Beijing, PRC |
| | | | N/A | | | |
July 23,
2021 |
| |
July 23, 2031
|
| |
Vested
upon grant |
| | | | USD0.00002 | | | | | | 10,965 | | | | | | 0.00% | | |
Yu Chen
|
| |
Director in
the last 12 months |
| |
No. 103, Unit 1,
Building 20, No. 1 Dongxiaofu, Haidian District, Beijing, PRC |
| | | | N/A | | | |
March 28,
2022 |
| |
March 28,
2032 |
| |
Vested
upon grant |
| | | | USD0.00002 | | | | | | 11,250 | | | | | | 0.00% | | |
Category by number
of underlying Class A ordinary shares |
| |
Number of
grantee |
| |
Price paid for
option granted |
| |
Date of
grant |
| |
Expiry date
|
| |
Vesting
Period(1) |
| |
Exercise price
per Class A ordinary shares |
| |
Number of
Underlying Class A ordinary shares |
| |
Percentage of
issued and outstanding Shares in the Company immediately upon the completion of the Listing |
| |||||||||||||||
1-9,999
|
| | | | 3,071 | | | | | | N/A | | | |
August 1,
2018 to April 2, 2022 |
| |
January 1,
2028 to January 1, 2032 |
| |
One to five
years |
| | | | USD0.00002 | | | | | | 11,566,455 | | | | | | 0.30% | | |
10,000-99,999
|
| | | | 1,719 | | | | | | N/A | | | |
July 1,
2018 to April 2, 2022 |
| |
July 1, 2025
to April 1, 2032 |
| |
One to five
years |
| | | | USD0.00002 | | | | | | 38,035,470 | | | | | | 1.00% | | |
100,000 or more
|
| | | | 71 | | | | | | N/A | | | |
July 1,
2018 to March 4, 2022 |
| |
July 1, 2024
to April 1, 2032 |
| |
One to five
years |
| | | | USD0.00002 | | | | | | 15,753,213 | | | | | | 0.42% | | |
Total
|
| | | | 4,861 | | | | | | — | | | |
—
|
| |
—
|
| | | | | | | — | | | | | | 65,355,138 | | | | | | 1.72% | | |
Name of the grantee
|
| |
Date of
grant |
| |
Vesting
Period(1) |
| |
Grant price
per Class A ordinary shares |
| |
Number of
underlying Class A ordinary shares |
| |
Percentage of
issued and outstanding Shares in the Company immediately upon the completion of the Listing |
| |||||||||
Employees and Others
|
| |
June 3, 2021
to March 29, 2022 |
| |
Two to four
years |
| | | | Nil | | | | | | 43,382,478 | | | | | | 1.14% | | |