|
Cayman Islands
(State or other jurisdiction of incorporation
or organization) |
| |
Not Applicable
(I.R.S. Employer Identification
Number) |
|
| | | |
Copies to:
|
| | | |
|
XU Tao
Chief Financial Officer Oriental Electronic Technology Building, No. 2 Chuangye Road, Haidian District, Beijing 100086 People’s Republic of China +86 10 5810 4689 |
| |
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
| |
Yuting Wu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP 42/F, Tower II, JingAn Kerry Centre 1539 Nanjing West Road Shanghai 200040 People’s Republic of China +86 (21) 6193-8200 |
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| | | | | 51 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 54 | | |
| | |
Years Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2020
|
| |
2021
|
| |||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||
Loans from parent to Cayman, BVI, and Hong Kong
subsidiaries |
| | | | 15,719,863 | | | | | | 38,818,154 | | | | | | 4,581,814 | | |
Capital contributions from Hong Kong subsidiaries to PRC subsidiaries
|
| | | | 3,226,094 | | | | | | 538,439 | | | | | | 300,000 | | |
Loans from Hong Kong subsidiaries to PRC subsidiaries
|
| | | | 9,798,625 | | | | | | 5,619,185 | | | | | | 9,332,778 | | |
Net amounts paid / (received) by subsidiaries to / (from) VIEs*
|
| | | | 10,936,826 | | | | | | (1,664,566) | | | | | | 240,243 | | |
Transfer of intangible asset (advertising resources) from Parent to subsidiaries
|
| | | | — | | | | | | 2,036,154 | | | | | | — | | |
| | |
Taxation Scenario(1)
Statutory Tax and Standard Rates |
| |||
Hypothetical pre-tax earnings(2)
|
| | | | 100% | | |
Tax on earnings at statutory rate of 25%(3)
|
| | | | (25)% | | |
Net earnings available for distribution
|
| | | | 75% | | |
Withholding tax at standard rate of 10%(4)
|
| | | | (7.5)% | | |
Net distribution to Parent/Shareholders
|
| | | | 67.5% | | |
| | |
As of December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2020
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 3,261,585 | | | | | | 30,110,015 | | | | | | 6,515,991 | | | | | | 1,082,388 | | | | | | — | | | | | | 40,969,979 | | |
Restricted cash
|
| | | | — | | | | | | 2,506,256 | | | | | | — | | | | | | 6,061,240 | | | | | | — | | | | | | 8,567,496 | | |
Short-term investments
|
| | | | 3,903,368 | | | | | | 8,697,461 | | | | | | 2,021,740 | | | | | | 1,065,752 | | | | | | — | | | | | | 15,688,321 | | |
Accounts receivable, net
|
| | | | — | | | | | | 13,091,436 | | | | | | — | | | | | | 92,123 | | | | | | — | | | | | | 13,183,559 | | |
Amount due from the Group companies(1)
|
| | | | 2,618,824 | | | | | | 33,531,667 | | | | | | 21,620,906 | | | | | | 2,603,884 | | | | | | (60,375,281) | | | | | | — | | |
Other current assets
|
| | | | 54,882 | | | | | | 7,208,949 | | | | | | 160 | | | | | | 1,865,755 | | | | | | — | | | | | | 9,129,746 | | |
Total current assets
|
| | | | 9,838,659 | | | | | | 95,145,784 | | | | | | 30,158,797 | | | | | | 12,771,142 | | | | | | (60,375,281) | | | | | | 87,539,101 | | |
Investment in subsidiaries and VIEs(2)
|
| | | | 57,035,601 | | | | | | 640,795 | | | | | | 15,560,710 | | | | | | — | | | | | | (73,237,106) | | | | | | — | | |
Long-term investment
|
| | | | — | | | | | | 3,033,573 | | | | | | — | | | | | | 106,742 | | | | | | — | | | | | | 3,140,315 | | |
Right-of-use assets
|
| | | | — | | | | | | 6,775,491 | | | | | | — | | | | | | 45,609 | | | | | | — | | | | | | 6,821,100 | | |
Intangible assets, net(3)
|
| | | | — | | | | | | 3,013,220 | | | | | | — | | | | | | 48,452 | | | | | | (1,419,021) | | | | | | 1,642,651 | | |
Other non-current assets
|
| | | | — | | | | | | 4,629,048 | | | | | | 54 | | | | | | 513,368 | | | | | | 9,899 | | | | | | 5,152,369 | | |
Total non-current assets
|
| | | | 57,035,601 | | | | | | 18,092,127 | | | | | | 15,560,764 | | | | | | 714,171 | | | | | | (74,646,228) | | | | | | 16,756,435 | | |
TOTAL ASSETS
|
| | | | 66,874,260 | | | | | | 113,237,911 | | | | | | 45,719,561 | | | | | | 13,485,313 | | | | | | (135,021,509) | | | | | | 104,295,536 | | |
Accounts payable
|
| | | | — | | | | | | 6,455,743 | | | | | | — | | | | | | 139,103 | | | | | | — | | | | | | 6,594,846 | | |
Employee compensation and welfare payable
|
| | | | — | | | | | | 10,873,344 | | | | | | — | | | | | | 358,456 | | | | | | — | | | | | | 11,231,800 | | |
Customer deposits payable
|
| | | | — | | | | | | 1,362,765 | | | | | | — | | | | | | 5,380,491 | | | | | | — | | | | | | 6,743,256 | | |
Amount due to the Group companies(1)
|
| | | | — | | | | | | 26,843,614 | | | | | | 31,687,149 | | | | | | 1,844,518 | | | | | | (60,375,281) | | | | | | — | | |
Other current liabilities
|
| | | | 108,813 | | | | | | 6,824,821 | | | | | | 88,106 | | | | | | 2,041,704 | | | | | | — | | | | | | 9,063,444 | | |
Total current liabilities
|
| | | | 108,813 | | | | | | 52,360,287 | | | | | | 31,775,255 | | | | | | 9,764,272 | | | | | | (60,375,281) | | | | | | 33,633,346 | | |
Total non-current liabilities
|
| | | | — | | | | | | 3,816,358 | | | | | | 5,141 | | | | | | 48,175 | | | | | | — | | | | | | 3,869,674 | | |
TOTAL LIABILITIES
|
| | | | 108,813 | | | | | | 56,176,645 | | | | | | 31,780,396 | | | | | | 9,812,447 | | | | | | (60,375,281) | | | | | | 37,503,020 | | |
TOTAL KE HOLDINGS INC. SHAREHOLDERS’ EQUITY
(DEFICIT) |
| | | | 66,765,447 | | | | | | 57,035,601 | | | | | | 13,939,165 | | | | | | 3,671,462 | | | | | | (74,646,228) | | | | | | 66,765,447 | | |
Non-controlling interests
|
| | | | — | | | | | | 25,665 | | | | | | — | | | | | | 1,404 | | | | | | — | | | | | | 27,069 | | |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | 66,765,447 | | | | | | 57,061,266 | | | | | | 13,939,165 | | | | | | 3,672,866 | | | | | | (74,646,228) | | | | | | 66,792,516 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
(DEFICIT) |
| | | | 66,874,260 | | | | | | 113,237,911 | | | | | | 45,719,561 | | | | | | 13,485,313 | | | | | | (135,021,509) | | | | | | 104,295,536 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2021
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 55,235 | | | | | | 12,254,154 | | | | | | 5,671,331 | | | | | | 2,465,384 | | | | | | — | | | | | | 20,446,104 | | |
Restricted cash
|
| | | | — | | | | | | 868,862 | | | | | | — | | | | | | 5,417,243 | | | | | | — | | | | | | 6,286,105 | | |
Short-term investments
|
| | | | 81,906 | | | | | | 26,406,831 | | | | | | 2,589,120 | | | | | | 324,804 | | | | | | — | | | | | | 29,402,661 | | |
Accounts receivable, net
|
| | | | — | | | | | | 9,299,766 | | | | | | — | | | | | | 25,186 | | | | | | — | | | | | | 9,324,952 | | |
Amount due from the Group companies(1)
|
| | | | 1,997,867 | | | | | | 39,562,161 | | | | | | 25,522,236 | | | | | | 2,805,071 | | | | | | (69,887,335) | | | | | | — | | |
Other current assets
|
| | | | 55,320 | | | | | | 3,152,387 | | | | | | 640 | | | | | | 1,258,185 | | | | | | — | | | | | | 4,466,532 | | |
Total current assets
|
| | | | 2,190,328 | | | | | | 91,544,161 | | | | | | 33,783,327 | | | | | | 12,295,873 | | | | | | (69,887,335) | | | | | | 69,926,354 | | |
Investment in subsidiaries and VIEs(2)
|
| | | | 62,289,064 | | | | | | 1,460,163 | | | | | | 18,311,531 | | | | | | — | | | | | | (82,060,758) | | | | | | — | | |
Long-term investment
|
| | | | 2,527,253 | | | | | | 14,149,543 | | | | | | — | | | | | | 361,375 | | | | | | — | | | | | | 17,038,171 | | |
Right-of-use assets
|
| | | | — | | | | | | 7,230,689 | | | | | | — | | | | | | 13,522 | | | | | | — | | | | | | 7,244,211 | | |
Intangible assets, net(3)
|
| | | | — | | | | | | 2,231,564 | | | | | | — | | | | | | 40,754 | | | | | | (1,131,045) | | | | | | 1,141,273 | | |
Other non-current assets
|
| | | | — | | | | | | 4,769,324 | | | | | | 3,716 | | | | | | 195,816 | | | | | | — | | | | | | 4,968,856 | | |
Total non-current assets
|
| | | | 64,816,317 | | | | | | 29,841,283 | | | | | | 18,315,247 | | | | | | 611,467 | | | | | | (83,191,803) | | | | | | 30,392,511 | | |
TOTAL ASSETS
|
| | | | 67,006,645 | | | | | | 121,385,444 | | | | | | 52,098,574 | | | | | | 12,907,340 | | | | | | (153,079,138) | | | | | | 100,318,865 | | |
Accounts payable
|
| | | | — | | | | | | 5,946,929 | | | | | | — | | | | | | 61,836 | | | | | | — | | | | | | 6,008,765 | | |
Employee compensation and welfare payable
|
| | | | — | | | | | | 9,429,532 | | | | | | — | | | | | | 404,715 | | | | | | — | | | | | | 9,834,247 | | |
Customer deposits payable
|
| | | | — | | | | | | 774,120 | | | | | | — | | | | | | 3,407,217 | | | | | | — | | | | | | 4,181,337 | | |
Amount due to the Group
companies(1) |
| | | | — | | | | | | 30,325,174 | | | | | | 34,746,136 | | | | | | 4,816,025 | | | | | | (69,887,335) | | | | | | — | | |
Other current liabilities
|
| | | | 32,669 | | | | | | 8,221,055 | | | | | | 68,725 | | | | | | 589,339 | | | | | | — | | | | | | 8,911,788 | | |
Total current liabilities
|
| | | | 32,669 | | | | | | 54,696,810 | | | | | | 34,814,861 | | | | | | 9,279,132 | | | | | | (69,887,335) | | | | | | 28,936,137 | | |
Total non-current liabilities
|
| | | | — | | | | |
|
4,319,336
|
| | | | | — | | | | |
|
7,899
|
| | | | | — | | | | |
|
4,327,235
|
| |
TOTAL LIABILITIES
|
| | | | 32,669 | | | | | | 59,016,146 | | | | | | 34,814,861 | | | | | | 9,287,031 | | | | | | (69,887,335) | | | | | | 33,263,372 | | |
TOTAL KE HOLDINGS INC. SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | 66,973,976 | | | | | | 62,289,064 | | | | | | 17,283,713 | | | | | | 3,619,026 | | | | | | (83,191,803) | | | | | | 66,973,976 | | |
Non-controlling interests
|
| | | | — | | | | | | 80,234 | | | | | | — | | | | | | 1,283 | | | | | | — | | | | | | 81,517 | | |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | 66,973,976 | | | | | | 62,369,298 | | | | | | 17,283,713 | | | | | | 3,620,309 | | | | | | (83,191,803) | | | | | | 67,055,493 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | 67,006,645 | | | | | | 121,385,444 | | | | | | 52,098,574 | | | | | | 12,907,340 | | | | | | (153,079,138) | | | | | | 100,318,865 | | |
| | |
For the Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2019
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Net revenues from third parties
|
| | | | — | | | | | | 40,819,608 | | | | | | — | | | | | | 5,195,298 | | | | | | — | | | | | | 46,014,906 | | |
Net revenues from the Group companies(4)
|
| | | | — | | | | | | 1,692,290 | | | | | | — | | | | | | 1,598,553 | | | | | | (3,290,843) | | | | | | — | | |
Total net revenues
|
| | | | — | | | | | | 42,511,898 | | | | | | — | | | | | | 6,793,851 | | | | | | (3,290,843) | | | | | | 46,014,906 | | |
Cost of revenues – third parties
|
| | | | — | | | | | | (30,978,633) | | | | | | — | | | | | | (3,768,229) | | | | | | — | | | | | | (34,746,862) | | |
Cost of revenues – Group companies
|
| | | | — | | | | | | (1,334,922) | | | | | | — | | | | | | (1,934,136) | | | | | | 3,269,058 | | | | | | — | | |
Total cost of revenues(4)
|
| | | | — | | | | | | (32,313,555) | | | | | | — | | | | | | (5,702,365) | | | | | | 3,269,058 | | | | | | (34,746,862) | | |
Gross profit
|
| | | | — | | | | | | 10,198,343 | | | | | | — | | | | | | 1,091,486 | | | | | | (21,785) | | | | | | 11,268,044 | | |
Operating expenses(3)(4)
|
| | | | (584,948) | | | | | | (10,705,665) | | | | | | (519) | | | | | | (1,676,094) | | | | | | (86,358) | | | | | | (13,053,584) | | |
Others
|
| | | | (10,404) | | | | | | 271,007 | | | | | | (91,697) | | | | | | 340,870 | | | | | | — | | | | | | 509,776 | | |
Share of income (loss) of subsidiaries and VIEs(2)
|
| | | | (1,588,194) | | | | | | (279,938) | | | | | | 1,765,106 | | | | | | — | | | | | | 103,026 | | | | | | — | | |
Income (loss) before income tax benefit (expense)
|
| | | | (2,183,546) | | | | | | (516,253) | | | | | | 1,672,890 | | | | | | (243,738) | | | | | | (5,117) | | | | | | (1,275,764) | | |
Income tax benefit (expense)
|
| | | | — | | | | | | (960,563) | | | | | | — | | | | | | 56,200 | | | | | | — | | | | | | (904,363) | | |
Net income (loss)
|
| | | | (2,183,546) | | | | | | (1,476,816) | | | | | | 1,672,890 | | | | | | (187,538) | | | | | | (5,117) | | | | | | (2,180,127) | | |
Net loss (income) attributable to non-controlling interests shareholders
|
| | | | — | | | | | | (3,235) | | | | | | — | | | | | | (184) | | | | | | — | | | | | | (3,419) | | |
Net income (loss) attributable to KE Holdings Inc.
|
| | | | (2,183,546) | | | | | | (1,480,051) | | | | | | 1,672,890 | | | | | | (187,722) | | | | | | (5,117) | | | | | | (2,183,546) | | |
| | |
For the Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2020
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Net revenues from third parties
|
| | | | — | | | | | | 69,460,679 | | | | | | — | | | | | | 1,020,299 | | | | | | — | | | | | | 70,480,978 | | |
Net revenues from the Group companies(4)
|
| | | | — | | | | | | 237,173 | | | | | | — | | | | | | 187,299 | | | | | | (424,472) | | | | | | — | | |
Total net revenues
|
| | | | — | | | | | | 69,697,852 | | | | | | — | | | | | | 1,207,598 | | | | | | (424,472) | | | | | | 70,480,978 | | |
Cost of revenues – third parties
|
| | | | — | | | | | | (53,339,682) | | | | | | — | | | | | | (281,439) | | | | | | — | | | | | | (53,621,121) | | |
Cost of revenues – Group companies(4)
|
| | | | — | | | | | | (191,365) | | | | | | — | | | | | | (209,074) | | | | | | 400,439 | | | | | | — | | |
Total cost of revenues
|
| | | | — | | | | | | (53,531,047) | | | | | | — | | | | | | (490,513) | | | | | | 400,439 | | | | | | (53,621,121) | | |
Gross profit
|
| | | | — | | | | | | 16,166,805 | | | | | | — | | | | | | 717,085 | | | | | | (24,033) | | | | | | 16,859,857 | | |
Operating expenses(3)(4)
|
| | | | (203,686) | | | | | | (13,740,554) | | | | | | (646) | | | | | | (378,111) | | | | | | 304,949 | | | | | | (14,018,048) | | |
Others
|
| | | | 161,577 | | | | | | 960,121 | | | | | | 108,187 | | | | | | 315,425 | | | | | | — | | | | | | 1,545,310 | | |
Income from the Group companies(3)
|
| | | | 756,812 | | | | | | — | | | | | | — | | | | | | — | | | | | | (756,812) | | | | | | — | | |
Share of income (loss) of subsidiaries and VIEs(2)
|
| | | | 2,062,889 | | | | | | 630,796 | | | | | | 3,808,583 | | | | | | — | | | | | | (6,502,268) | | | | | | — | | |
Income (loss) before income tax benefit (expense)
|
| | | | 2,777,592 | | | | | | 4,017,168 | | | | | | 3,916,124 | | | | | | 654,399 | | | | | | (6,978,164) | | | | | | 4,387,119 | | |
Income tax benefit (expense)
|
| | | | — | | | | | | (1,477,635) | | | | | | (90,985) | | | | | | (40,176) | | | | | | — | | | | | | (1,608,796) | | |
Net income (loss)
|
| | | | 2,777,592 | | | | | | 2,539,533 | | | | | | 3,825,139 | | | | | | 614,223 | | | | | | (6,978,164) | | | | | | 2,778,323 | | |
Net loss (income) attributable to non-controlling interests shareholders
|
| | | | — | | | | | | (748) | | | | | | — | | | | | | 17 | | | | | | — | | | | | | (731) | | |
Net income (loss) attributable to KE Holdings Inc.
|
| | | | 2,777,592 | | | | | | 2,538,785 | | | | | | 3,825,139 | | | | | | 614,240 | | | | | | (6,978,164) | | | | | | 2,777,592 | | |
| | |
For the Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2021
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Net revenues from third parties
|
| | | | — | | | | | | 79,805,556 | | | | | | — | | | | | | 946,883 | | | | | | — | | | | | | 80,752,439 | | |
Net revenues from the Group companies(4)
|
| | | | — | | | | | | 399,217 | | | | | | — | | | | | | 184,717 | | | | | | (583,934) | | | | | | — | | |
Total net revenues
|
| | | | — | | | | | | 80,204,773 | | | | | | — | | | | | | 1,131,600 | | | | | | (583,934) | | | | | | 80,752,439 | | |
Cost of revenues – third parties
|
| | | | — | | | | | | (64,503,389) | | | | | | — | | | | | | (429,635) | | | | | | — | | | | | | (64,933,024) | | |
Cost of revenues – Group companies(4)
|
| | | | — | | | | | | (16,547) | | | | | | — | | | | | | (189,293) | | | | | | 205,840 | | | | | | — | | |
Total cost of revenues
|
| | | | — | | | | | | (64,519,936) | | | | | | — | | | | | | (618,928) | | | | | | 205,840 | | | | | | (64,933,024) | | |
Gross profit
|
| | | | — | | | | | | 15,684,837 | | | | | | — | | | | | | 512,672 | | | | | | (378,094) | | | | | | 15,819,415 | | |
Operating expenses(3)(4)
|
| | | | (92,393) | | | | | | (17,101,568) | | | | | | (3) | | | | | | (643,533) | | | | | | 663,218 | | | | | | (17,174,279) | | |
Others
|
| | | | 316,844 | | | | | | 1,865,693 | | | | | | 168,328 | | | | | | 117,122 | | | | | | 27,603 | | | | | | 2,495,590 | | |
Share of income (loss) of subsidiaries and VIEs(2)
|
| | | | (748,580) | | | | | | 46,768 | | | | | | 995,792 | | | | | | — | | | | | | (293,980) | | | | | | — | | |
Income (loss) before income tax benefit
(expense) |
| | | | (524,129) | | | | | | 495,730 | | | | | | 1,164,117 | | | | | | (13,739) | | | | | | 18,747 | | | | | | 1,140,726 | | |
Income tax benefit (expense)
|
| | | | — | | | | | | (1,557,553) | | | | | | (69,121) | | | | | | (38,818) | | | | | | — | | | | | | (1,665,492) | | |
Net income (loss)
|
| | | | (524,129) | | | | | | (1,061,823) | | | | | | 1,094,996 | | | | | | (52,557) | | | | | | 18,747 | | | | | | (524,766) | | |
Net loss (income) attributable to non-controlling
interests shareholders |
| | | | — | | | | | | 516 | | | | | | — | | | | | | 121 | | | | | | — | | | | | | 637 | | |
Net income (loss) attributable to KE Holdings Inc.
|
| | | | (524,129) | | | | | | (1,061,307) | | | | | | 1,094,996 | | | | | | (52,436) | | | | | | 18,747 | | | | | | (524,129) | | |
| | |
For the Year ended December 31
|
| |||||||||||||||||||||||||||||||||
| | |
2019
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating cash flow from third parties
|
| | | | 9,224 | | | | | | 4,407,819 | | | | | | (69,396) | | | | | | (4,235,021) | | | | | | — | | | | | | 112,626 | | |
Operating cash flow from the Group companies(4)
|
| | | | — | | | | | | (10,936,826) | | | | | | — | | | | | | 10,936,826 | | | | | | — | | | | | | — | | |
Net cash provided by (used in) operating
activities |
| | | | 9,224 | | | | | | (6,529,007) | | | | | | (69,396) | | | | | | 6,701,805 | | | | | | — | | | | | | 112,626 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of short-term investments
|
| | | | — | | | | | | (708,760) | | | | | | — | | | | | | (9,642,825) | | | | | | — | | | | | | (10,351,585) | | |
Maturities of short-term investments
|
| | | | — | | | | | | 787,325 | | | | | | — | | | | | | 10,349,057 | | | | | | — | | | | | | 11,136,382 | | |
Cash paid for business combination, net of cash
acquired |
| | | | — | | | | | | (772,783) | | | | | | — | | | | | | — | | | | | | — | | | | | | (772,783) | | |
Purchases of property, equipment and intangible
assets |
| | | | — | | | | | | (691,187) | | | | | | — | | | | | | (11,821) | | | | | | — | | | | | | (703,008) | | |
Investments in and loans to subsidiaries and VIEs(2)
|
| | | | (15,719,863) | | | | | | (8,749,538) | | | | | | (5,471,195) | | | | | | — | | | | | | 29,940,596 | | | | | | — | | |
Loans to related parties
|
| | | | — | | | | | | (584,576) | | | | | | — | | | | | | — | | | | | | — | | | | | | (584,576) | | |
Repayments of loans from related parties
|
| | | | — | | | | | | 580,000 | | | | | | — | | | | | | 95,792 | | | | | | — | | | | | | 675,792 | | |
Financing receivables originated
|
| | | | — | | | | | | — | | | | | | — | | | | | | (16,178,638) | | | | | | — | | | | | | (16,178,638) | | |
Collections of financing receivables principal
|
| | | | — | | | | | | — | | | | | | — | | | | | | 14,792,984 | | | | | | — | | | | | | 14,792,984 | | |
Purchases of long-term investments
|
| | | | — | | | | | | (1,727,252) | | | | | | — | | | | | | (190,608) | | | | | | — | | | | | | (1,917,860) | | |
Other investing activities
|
| | | | — | | | | | | (63,568) | | | | | | 6,013 | | | | | | 87,125 | | | | | | — | | | | | | 29,570 | | |
Net cash provided by (used in) investing
activities |
| | | | (15,719,863) | | | | | | (11,930,339) | | | | | | (5,465,182) | | | | | | (698,934) | | | | | | 29,940,596 | | | | | | (3,873,722) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from issues of convertible redeemable preferred shares
|
| | | | 15,844,058 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,844,058 | | |
Proceeds and loans from Parent and other Group companies(2)
|
| | | | — | | | | | | 21,191,058 | | | | | | 8,749,538 | | | | | | — | | | | | | (29,940,596) | | | | | | — | | |
Proceeds from short-term borrowings
|
| | | | 1,532,545 | | | | | | — | | | | | | — | | | | | | 1,800,798 | | | | | | — | | | | | | 3,333,343 | | |
Repayments of short-term borrowings
|
| | | | (1,532,545) | | | | | | — | | | | | | — | | | | | | (1,290,798) | | | | | | — | | | | | | (2,823,343) | | |
Proceeds from funding debts
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,950,227 | | | | | | — | | | | | | 3,950,227 | | |
Repayments of funding debts
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,582,213) | | | | | | — | | | | | | (2,582,213) | | |
Proceeds from long-term borrowings
|
| | | | — | | | | | | 4,880,423 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,880,423 | | |
Reinjection of capital from preferred shareholders in connection with the Reorganization
|
| | | | 9,892,606 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,892,606 | | |
Repatriation of capital to preferred shareholders
to facilitate the Reorganization |
| | | | — | | | | | | — | | | | | | — | | | | | | (6,931,136) | | | | | | — | | | | | | (6,931,136) | | |
Repurchases of preferred shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,414,607) | | | | | | — | | | | | | (2,414,607) | | |
Other financing activities
|
| | | | 27,125 | | | | | | (175,744) | | | | | | — | | | | | | 25,657 | | | | | | — | | | | | | (122,962) | | |
Net cash provided by (used in) financing
activities |
| | | | 25,763,789 | | | | | | 25,895,737 | | | | | | 8,749,538 | | | | | | (7,442,072) | | | | | | (29,940,596) | | | | | | 23,026,396 | | |
Effect of exchange rate change on cash, cash equivalents and restricted cash
|
| | | | (43,253) | | | | | | (32,527) | | | | | | (19,142) | | | | | | — | | | | | | — | | | | | | (94,922) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 10,009,897 | | | | | | 7,403,864 | | | | | | 3,195,818 | | | | | | (1,439,201) | | | | | | — | | | | | | 19,170,378 | | |
Cash, cash equivalents and restricted cash at the beginning of the year
|
| | | | 2,515,377 | | | | | | 1,243,027 | | | | | | 68,632 | | | | | | 8,933,162 | | | | | | — | | | | | | 12,760,198 | | |
Cash, cash equivalents and restricted cash at the end of the year
|
| | | | 12,525,274 | | | | | | 8,646,891 | | | | | | 3,264,450 | | | | | | 7,493,961 | | | | | | — | | | | | | 31,930,576 | | |
| | |
For the Year ended December 31
|
| |||||||||||||||||||||||||||||||||
| | |
2020
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating cash flow from third parties
|
| | | | (72,175) | | | | | | 9,907,895 | | | | | | 53,998 | | | | | | (527,769) | | | | | | — | | | | | | 9,361,949 | | |
Operating cash flow from the Group companies(4)
|
| | | | — | | | | | | 1,664,566 | | | | | | — | | | | | | (1,664,566) | | | | | | — | | | | | | — | | |
Net cash provided by (used in) operating activities
|
| | | | (72,175) | | | | | | 11,572,461 | | | | | | 53,998 | | | | | | (2,192,335) | | | | | | — | | | | | | 9,361,949 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of short-term investments
|
| | | | (13,152,338) | | | | | | (28,487,954) | | | | | | (3,500,000) | | | | | | (7,825,781) | | | | | | — | | | | | | (52,966,073) | | |
Maturities of short-term investments
|
| | | | 9,295,994 | | | | | | 20,670,203 | | | | | | 1,512,368 | | | | | | 8,289,079 | | | | | | — | | | | | | 39,767,644 | | |
Cash paid for business combination, net of cash acquired
|
| | | | — | | | | | | (10,800) | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,800) | | |
Purchases of property, equipment and intangible assets
|
| | | | — | | | | | | (887,002) | | | | | | — | | | | | | — | | | | | | — | | | | | | (887,002) | | |
Investments in and loans to subsidiaries and VIEs(2)
|
| | | | (38,818,154) | | | | | | 10,975,112 | | | | | | 16,148,167 | | | | | | — | | | | | | 11,694,875 | | | | | | — | | |
Loans to related parties
|
| | | | — | | | | | | (29,953) | | | | | | — | | | | | | — | | | | | | — | | | | | | (29,953) | | |
Repayments of loans from related
parties |
| | | | — | | | | | | 2,151 | | | | | | — | | | | | | 1,909,500 | | | | | | — | | | | | | 1,911,651 | | |
Financing receivables originated
|
| | | | — | | | | | | (3,625,817) | | | | | | — | | | | | | (33,551,045) | | | | | | — | | | | | | (37,176,862) | | |
Collections of financing receivables principal
|
| | | | — | | | | | | 612,361 | | | | | | — | | | | | | 34,772,082 | | | | | | — | | | | | | 35,384,443 | | |
Purchases of long-term investments
|
| | | | — | | | | | | (996,123) | | | | | | — | | | | | | — | | | | | | — | | | | | | (996,123) | | |
Other investing activities
|
| | | | — | | | | | | 195,361 | | | | | | 10,082 | | | | | | (179,986) | | | | | | — | | | | | | 25,457 | | |
Net cash provided by (used in) investing activities
|
| | | | (42,674,498) | | | | | | (1,582,461) | | | | | | 14,170,617 | | | | | | 3,413,849 | | | | | | 11,694,875 | | | | | | (14,977,618) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash transferred from subsidiaries to parent company for Reorganization
|
| | | | 2,351,587 | | | | | | (2,351,587) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Proceeds and loans from Parent and other Group companies(2)
|
| | | | — | | | | | | 22,669,987 | | | | | | (10,975,112) | | | | | | — | | | | | | (11,694,875) | | | | | | — | | |
Ordinary shares issued upon IPO, net of issuance costs
|
| | | | 16,345,822 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,345,822 | | |
Ordinary shares issued upon follow-on public offering, net of issuance costs
|
| | | | 15,284,283 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,284,283 | | |
Proceeds from short-term borrowings
|
| | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | — | | | | | | 250,000 | | |
Repayments of short-term borrowings
|
| | | | — | | | | | | — | | | | | | — | | | | | | (970,000) | | | | | | — | | | | | | (970,000) | | |
Proceeds from funding debts
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,260,988 | | | | | | — | | | | | | 3,260,988 | | |
Repayments of funding debts
|
| | | | — | | | | | | — | | | | | | — | | | | | | (4,032,701) | | | | | | — | | | | | | (4,032,701) | | |
Proceeds from long-term borrowings
|
| | | | — | | | | | | 42,040 | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,040 | | |
Repayments of long-term borrowings
|
| | | | — | | | | | | (4,528,725) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,528,725) | | |
Other financing activities
|
| | | | 169,915 | | | | | | (335,237) | | | | | | — | | | | | | (80,135) | | | | | | — | | | | | | (245,457) | | |
Net cash provided by (used in) financing activities
|
| | | | 34,151,607 | | | | | | 15,496,478 | | | | | | (10,975,112) | | | | | | (1,571,848) | | | | | | (11,694,875) | | | | | | 25,406,250 | | |
Effect of exchange rate change on cash, cash equivalents and restricted cash
|
| | | | (668,623) | | | | | | (1,517,097) | | | | | | 2,038 | | | | | | — | | | | | | — | | | | | | (2,183,682) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | (9,263,689) | | | | | | 23,969,381 | | | | | | 3,251,541 | | | | | | (350,334) | | | | | | — | | | | | | 17,606,899 | | |
Cash, cash equivalents and restricted cash
at the beginning of the year |
| | | | 12,525,274 | | | | | | 8,646,891 | | | | | | 3,264,450 | | | | | | 7,493,961 | | | | | | — | | | | | | 31,930,576 | | |
Cash, cash equivalents and restricted cash
at the end of the year |
| | | | 3,261,585 | | | | | | 32,616,272 | | | | | | 6,515,991 | | | | | | 7,143,627 | | | | | | — | | | | | | 49,537,475 | | |
| | |
For the Year ended December 31
|
| |||||||||||||||||||||||||||||||||
| | |
2021
|
| |||||||||||||||||||||||||||||||||
| | |
Parent
|
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIEs |
| |
VIEs
|
| |
Eliminations
|
| |
Consolidated
|
| ||||||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating cash flow from third parties
|
| | | | (10,302) | | | | | | 5,554,526 | | | | | | 2,961 | | | | | | (1,952,063) | | | | | | — | | | | | | 3,595,122 | | |
Operating cash flow from the Group companies(4)
|
| | | | — | | | | | | (347,163) | | | | | | — | | | | | | 347,163 | | | | | | — | | | | | | — | | |
Net cash provided by (used in) operating activities
|
| | | | (10,302) | | | | | | 5,207,363 | | | | | | 2,961 | | | | | | (1,604,900) | | | | | | — | | | | | | 3,595,122 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of short-term investments
|
| | | | (4,756,634) | | | | | | (35,872,756) | | | | | | (2,450,000) | | | | | | (4,775,300) | | | | | | — | | | | | | (47,854,690) | | |
Maturities of short-term investments
|
| | | | 8,682,468 | | | | | | 21,774,553 | | | | | | 1,970,470 | | | | | | 5,551,500 | | | | | | — | | | | | | 37,978,991 | | |
Cash paid for business combination, net of cash acquired
|
| | | | — | | | | | | (21,842) | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,842) | | |
Purchases of property, equipment and intangible assets
|
| | | | — | | | | | | (1,419,401) | | | | | | — | | | | | | (10,576) | | | | | | — | | | | | | (1,429,977) | | |
Investments in and loans to subsidiaries and
VIEs(2) |
| | | | (4,581,814) | | | | | | 1,112,757 | | | | | | 765,526 | | | | | | — | | | | | | 2,703,531 | | | | | | — | | |
Loans to related parties
|
| | | | — | | | | | | (28,100) | | | | | | — | | | | | | — | | | | | | — | | | | | | (28,100) | | |
Repayments of loans from related parties
|
| | | | — | | | | | | 21,690 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,690 | | |
Financing receivables originated
|
| | | | — | | | | | | (70,478) | | | | | | — | | | | | | (32,895,707) | | | | | | — | | | | | | (32,966,185) | | |
Collections of financing receivables principal
|
| | | | — | | | | | | 109,238 | | | | | | — | | | | | | 36,169,780 | | | | | | — | | | | | | 36,279,018 | | |
Purchases of long-term investments
|
| | | | (3,243,210) | | | | | | (14,640,921) | | | | | | — | | | | | | (255,369) | | | | | | — | | | | | | (18,139,500) | | |
Other investing activities
|
| | | | 715,957 | | | | | | 595,711 | | | | | | (34,948) | | | | | | (199) | | | | | | — | | | | | | 1,276,521 | | |
Net cash provided by (used in) investing activities
|
| | | | (3,183,233) | | | | | | (28,439,549) | | | | | | 251,048 | | | | | | 3,784,129 | | | | | | 2,703,531 | | | | | | (24,884,074) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds and loans from Parent and other Group companies(2)
|
| | | | — | | | | | | 3,923,208 | | | | | | (1,112,757) | | | | | | (106,920) | | | | | | (2,703,531) | | | | | | — | | |
Proceeds from short-term borrowings
|
| | | | — | | | | | | 260,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 260,000 | | |
Proceeds from funding debts
|
| | | | — | | | | | | — | | | | | | — | | | | | | 507,543 | | | | | | — | | | | | | 507,543 | | |
Repayments of funding debts
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,840,853) | | | | | | — | | | | | | (1,840,853) | | |
Other financing activities
|
| | |
|
7
|
| | | |
|
(870)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(863)
|
| |
Net cash provided by (used in) financing activities
|
| | | | 7 | | | | | | 4,182,338 | | | | | | (1,112,757) | | | | | | (1,440,230) | | | | | | (2,703,531) | | | | | | (1,074,173) | | |
Effect of exchange rate change on cash, cash
equivalents and restricted cash |
| | | | (12,822) | | | | | | (443,407) | | | | | | 14,088 | | | | | | — | | | | | | — | | | | | | (442,141) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | (3,206,350) | | | | | | (19,493,255) | | | | | | (844,660) | | | | | | 738,999 | | | | | | — | | | | | | (22,805,266) | | |
Cash, cash equivalents and restricted cash at the beginning of the year
|
| | | | 3,261,585 | | | | | | 32,616,271 | | | | | | 6,515,991 | | | | | | 7,143,628 | | | | | | — | | | | | | 49,537,475 | | |
Cash, cash equivalents and restricted cash at the end of the year
|
| | | | 55,235 | | | | | | 13,123,016 | | | | | | 5,671,331 | | | | | | 7,882,627 | | | | | | — | | | | | | 26,732,209 | | |
Investment in subsidiaries and VIEs (RMB in thousands)
|
| | | | | | |
January 1, 2019
|
| | | | 9,587,416 | | |
Share of loss of subsidiaries and VIEs
|
| | | | (1,588,194) | | |
Share-based compensation costs incurred on behalf of subsidiaries and VIEs
|
| | | | 2,892,352 | | |
Capital repatriation in connection with the Reorganization
|
| | | | (9,892,606) | | |
Capital injection to subsidiaries
|
| | | | 15,651,227 | | |
Payments made by subsidiaries on behalf of the Company
|
| | | | (76,836) | | |
Share of other changes in the capital accounts of subsidiaries and VIEs
|
| | | | 36,509 | | |
Foreign currency translation
|
| | | | 21,009 | | |
December 31, 2019
|
| | | | 16,630,877 | | |
Share of income of subsidiaries and VIEs
|
| | | | 2,062,889 | | |
Share-based compensation costs incurred on behalf of subsidiaries and VIEs
|
| | | | 2,252,589 | | |
Capital repatriation in connection with the Reorganization
|
| | | | (2,351,587) | | |
Capital injection to subsidiaries
|
| | | | 38,867,338 | | |
Ordinary shares issued to fund a subsidiary’s acquisition
|
| | | | 605,395 | | |
Share of other changes in the capital accounts of subsidiaries and VIEs
|
| | | | (51,228) | | |
Foreign currency translation
|
| | | | (980,672) | | |
December 31, 2020
|
| | | | 57,035,601 | | |
Share of loss of subsidiaries and VIEs
|
| | | | (748,580) | | |
Share-based compensation costs incurred on behalf of subsidiaries and VIEs
|
| | | | 1,537,995 | | |
Capital injection to subsidiaries
|
| | | | 4,581,814 | | |
Foreign currency translation
|
| | | | (117,766) | | |
December 31, 2021
|
| | | | 62,289,064 | | |
|
Persons depositing or withdrawing shares
or ADS holders must pay: |
| |
For:
|
|
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
| | | |
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
| $.05 (or less) per ADS | | |
Any cash distribution to ADS holders
|
|
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | |
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
| $.05 (or less) per ADS per calendar year | | |
Depositary services
|
|
| Registration or transfer fees | | |
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
| Expenses of the depositary | | |
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
| | | |
Converting foreign currency to U.S. dollars
|
|
| Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | |
As necessary
|
|
| Any charges incurred by the depositary or its agents for servicing the deposited securities | | |
As necessary
|
|
Exhibit
Number |
| |
Description
|
|
1.1*
|
| | Form of Underwriting Agreement | |
4.1
|
| | 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. 333-240068), as amended, initially filed with the Securities and Exchange Commission on July 24, 2020) | |
4.2
|
| | Deposit Agreement, dated August 12, 2020, among the Registrant, the depositary and the owners and holders of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1 (File No. 333-250116) filed with the Securities and Exchange Commission on November 16, 2020) | |
4.3
|
| | | |
5.1**
|
| | | |
8.1**
|
| | | |
8.2**
|
| | | |
23.1**
|
| | | |
23.2**
|
| | | |
23.3**
|
| | | |
24.1**
|
| | | |
99.1**
|
| | | |
107.1**
|
| | |
|
Signature
|
| |
Title
|
|
|
/s/ PENG Yongdong
PENG Yongdong
|
| |
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
/s/ SHAN Yigang
SHAN Yigang
|
| |
Executive Director
|
|
|
/s/ XU Tao
XU Tao
|
| |
Executive Director and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
/s/ XU Wangang
XU Wangang
|
| |
Executive Director and Chief Operating Officer
|
|
|
/s/ LI Zhaohui
LI Zhaohui
|
| |
Director
|
|
|
/s/ CHEN Xiaohong
CHEN Xiaohong
|
| |
Independent Director
|
|
|
/s/ ZHU Hansong
ZHU Hansong
|
| |
Independent Director
|
|
|
/s/ WU Jun
WU Jun
|
| |
Independent Director
|
|
Exhibit 5.1
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Harney Westwood & Riegels |
3501 The Center | |
99 Queen's Road Central | |
Hong Kong | |
Tel: +852 5806 7800 | |
Fax: +852 5806 7810 |
9 May 2022
KE Holdings Inc. 贝壳控股有限公司
the offices of Harneys Fiduciary (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street
PO Box 10240
Grand Cayman KY1-1002
Cayman Islands
Dear Sir or Madam
KE Holdings Inc. 贝壳控股有限公司 (the Company)
We are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form F-3 and accompanying prospectus filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act) (the Registration Statement), relating to the offering by the Company of certain class A ordinary shares of a par value US$0.00002 each of the Company (the Class A Ordinary Shares).
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
For the purposes of giving this opinion, we have examined the Corporate Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.
Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:
1 | Existence and Good Standing. The Company is an exempted company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands. |
2 | Share Capital. Based on our review of the M&A (as defined in Schedule 1), the authorised share capital of the Company, with effect immediately prior to the completion of the Company’s public offering of the Class A Ordinary Shares, including Class A Ordinary Shares represented by American depositary shares, is US$500,000 divided into 25,000,000,000 shares, comprising of (i) 23,614,698,720 Class A Ordinary shares with a par value of US$0.00002 each, (ii) 885,301,280 class B ordinary shares with a par value of US$0.00002 each, and (iii) 500,000,000 shares with a par value of US$0.00002 each of such class or classes (however designated) as the board of directors may determine in accordance with the M&A. |
Anguilla | Bermuda | British Virgin Islands | Cayman Islands | |
Cyprus | Hong Kong | London | Luxembourg | Montevideo | |
Resident Partners: M Chu | I Clark | JP Engwirda | Y Fan | A Johnstone | São Paulo | Shanghai | Singapore | Vancouver |
P Kay | MW Kwok | IN Mann | R Ng | ATC Ridgers | PJ Sephton | harneys.com |
3 | Valid Issuance of Shares. The allotment and issue of the Class A Ordinary Shares pursuant to the Registration Statement have been duly authorised. When allotted, issued and fully paid for as contemplated in the Registration Statement and when appropriate entries have been recorded in the register of members of the Company, the Class A Ordinary Shares will be validly allotted, issued, fully paid and non-assessable. |
4 | Cayman Islands Law. The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects as at the date of this opinion and such statements constitute our opinion. |
This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact.
In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully | |
/s/ Harney Westwood & Riegels | |
Harney Westwood & Riegels |
2 |
Schedule 1
List of Documents and Records Examined
1 | The certificate of incorporation of the Company dated 6 July 2018; |
2 | the fifth amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 8 November 2021 and effective immediately (the M&A); |
3 | The register of members and register of directors and officers of the Company provided to us on 9 May 2022, |
Copies of 1-3 above have been provided to us by its registered office in the Cayman Islands (together the Corporate Documents);
4 | A copy of the executed minutes of the meeting of the directors of the Company held on 27 April 2022 (the Resolutions); |
5 | A certificate of good standing dated 22 April 2022 in respect of the Company, issued by the Registrar of Companies in the Cayman Islands (the Certificate of Good Standing); and |
6 | The Registration Statement. |
3 |
Schedule 2
Assumptions
1 | Authenticity of Documents. Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. All original Corporate Documents are authentic, all signatures, initials and seals are genuine, all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated. |
2 | Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete as at the date of the passing of the Resolutions. |
3 | Constitutional Documents. The M&A remain in full force and effect and are otherwise unamended. |
4 | Conversion. The conversion of any shares in the capital of the Company will be effected via legally available means under Cayman law. |
5 | No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company. |
6 | Resolutions. The Resolutions were duly adopted at a duly convened meeting of the board of directors of the Company and such meeting were held and conducted in accordance with M&A. The Resolutions remain in full force and effect, and the Resolutions are an accurate record of the relevant meeting(s) and are factually accurate as to notice and quorum. |
7 | Unseen Documents. Save for the Corporate Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statement. |
8 | Proceeds of Crime. No monies paid to or for the account of any party under the transaction which is the subject of this opinion represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (2020 Revision) and the Terrorism Act (2018 Revision), respectively). |
9 | Consideration. Upon the issue of any Class A Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof. |
10 | No Implication. There is nothing under any law (other than the law of the Cayman Islands) or contained in the minute book or corporate records of the Company (which we have not inspected), which would or might affect the opinions set out above. |
4 |
Schedule 3
Qualifications
1 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement. |
2 | Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act (as revised) of the Cayman Islands (the Companies Act) have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act. |
3 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (2021 Revision). |
4 | Non-assessable. In this opinion the phrase non-assessable means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
5 | Register of members. Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error). |
5 |
Exhibit 8.2
9/F, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue Beijing 100738, P. R. China Tel: +86 10 8525 5500 Fax: +86 10 6525 5511 / 8525 5522 Beijing · Shanghai · Shenzhen · Hong Kong www.hankunlaw.com |
![]() |
---|---|
May 9, 2022
To:
KE Holdings Inc.
Harneys Fiduciary (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
Dear Sirs,
We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”, which, for purposes of this opinion only, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan) and as such are qualified to issue this opinion on the laws, regulations, rules judicial interpretations and other legislations of the PRC effective as of the date hereof.
We are acting as PRC counsel to KE Holdings Inc. (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the proposed offering of certain American depositary shares, each representing three Class A ordinary shares of par value US$0.00002 per share of the Company.
A. | Documents and Assumptions |
In rendering this opinion, we have carried out due diligence and examined copies of the Registration Statement and other documents, corporate records and certificates issued by the Governmental Agencies (as defined below) (collectively the “Documents”) as we have considered necessary or advisable for the purpose of rendering this opinion. Where certain facts were not independently established and verified by us, we have relied upon certificates or statements issued or made by the relevant Governmental Agencies and appropriate representatives of the Company and the PRC Companies (as defined below).
In giving this opinion, we have assumed without independent investigation that (the “Assumptions”):
(1) | all signatures, seals and chops are genuine, each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same, all Documents submitted to us as originals are authentic, and all Documents submitted to us as certified or photostatic copies conform to the originals; |
(2) | each of the parties to the Documents, other than the PRC Companies, (i) if a legal person or other entity, is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation, (ii) if an individual, has full capacity for civil conduct; each of them, other than the PRC Companies, has full power and authority to execute, deliver and perform its, her or his obligations under the Documents to which it, she or he is a party in accordance with the laws of its jurisdiction of organization and/or the laws that it, she or he is subject to; |
(3) | the Documents presented to us remain in full force and effect on the date of this opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this opinion; |
(4) | the laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with; |
(5) | all requested Documents have been provided to us and all factual statements made to us by the Company and the PRC Companies in connection with this opinion, including but not limited to the statements set forth in the Documents, are true, correct and complete; |
(6) | all explanations and interpretations provided by government officials duly reflect the official position of the relevant Governmental Agencies and are complete, true and correct; |
(7) | each of the Documents is legal, valid, binding and enforceable in accordance with their respective governing laws other than PRC Laws (as defined below) in any and all respects; |
(8) | all consents, licenses, permits, approvals, exemptions or authorizations required by, and all required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the PRC in connection with the transactions contemplated under the Registration Statement and other Documents have been obtained or made, and are in full force and effect as of the date thereof; and |
(9) | all Governmental Authorizations (as defined below) and other official statements and documentation obtained by the Company or any PRC Company from any Governmental Agency have been obtained by lawful means in due course, and the Documents provided to us conform with those documents submitted to Governmental Agencies for such purposes. |
B. | Definitions |
In addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings ascribed to them as follows.
“Governmental Agency” |
means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC, or any body exercising, or entitled to exercise, any administrative, judicial, legislative, law enforcement, regulatory, or taxing authority or power of a similar nature in the PRC.
|
“Governmental Authorization” |
means any license, approval, consent, waiver, order, sanction, certificate, authorization, filing, declaration, disclosure, registration, exemption, permission, endorsement, annual inspection, clearance, qualification, permit or license by, from or with any Governmental Agency pursuant to any PRC Laws.
|
“PRC Companies” |
means the entities as set forth in Appendix A hereto.
|
“PRC Laws” |
means all applicable national, provincial and local laws, regulations, rules, notices, orders, decrees and judicial interpretations of the PRC currently in effect and publicly available on the date of this opinion.
|
-2-
C. | Opinions |
Based on our review of the Documents and subject to the Assumptions and the Qualifications (as defined below), we are of the opinion that:
(1) | Taxation. The statements made in the Registration Statement under the caption “Taxation – PRC Taxation”, with respect to the PRC tax laws and regulations or interpretations, are correct and accurate in all material respects. |
Our opinions expressed above are subject to the following qualifications (the “Qualifications”):
(1) | Our opinions are limited to PRC Laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC, and we have assumed that no such other laws would affect our opinions expressed above. |
(2) | PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect. |
(3) | Our opinions are subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws in the PRC affecting creditors’ rights generally, and (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights. |
(4) | Our opinions are subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interests, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (ii) any circumstance in connection with the formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or the calculation of damages; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC. |
(5) | This opinion is issued based on our understanding of PRC Laws. For matters not explicitly provided under PRC Laws, the interpretation, implementation and application of the specific requirements under PRC Laws, as well as their application to and effect on the legality, binding effect and enforceability of certain contracts, are subject to the final discretion of competent PRC legislative, administrative and judicial authorities. |
(6) | We have not undertaken any independent investigation, search or other verification action to determine the existence or absence of any fact or to prepare this opinion, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the PRC Companies or the rendering of this opinion. |
(7) | This opinion is intended to be used in the context which is specifically referred to herein; each paragraph shall be construed as a whole and no part shall be extracted and referred to independently. |
This opinion is delivered solely for the purpose of and in connection with the Registration Statement publicly submitted to the U.S. Securities and Exchange Commission on the date of this opinion and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein.
We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
-3-
Yours faithfully, | |
/s/ HAN KUN LAW OFFICES | |
HAN KUN LAW OFFICES |
|
Appendix A
List of PRC Companies
1. | Beijing Lianjia Zhidi Real Estate Brokerage Co., Ltd. (北京链家置地房地产经纪有限公司) |
2. | Deyou Real Estate Agency Co., Ltd. (德佑房地产经纪有限公司) |
3. | Beike Zhaofang (Beijing) Technology Co., Ltd. (贝壳找房(北京)科技有限公司) |
4. | Beike Technology Co., Ltd. (贝壳技术有限公司) |
5. | Sichuan Lianjia Real Estate Brokerage Co., Ltd. (四川链家房地产经纪有限公司) |
6. | Chengdu Fangjianghu Information Technology Co., Ltd. (成都房江湖信息科技有限公司) |
7. | Beijing Lianjia Gaoce Real Estate Brokerage Co., Ltd. (北京链家高策房地产经纪有限公司) |
8. | Shenzhen Lianjia Real Estate Brokerage Co., Ltd. (深圳链家房地产经纪有限公司) |
9. | Beijing Fangyuan Real Estate Consulting Service Co., Ltd. (北京方源房地产咨询服务有限公司) |
10. | Tianjin Lianjia Fangjianghu Technology Co., Ltd. (天津链家房江湖科技有限公司) |
11. | Chongqing Naohaifang Jianghu Information Technology Co., Ltd. (重庆闹海房江湖信息科技有限公司) |
12. | Zhengzhou Fangjianghu Information Technology Co., Ltd. (郑州房江湖信息科技有限公司) |
13. | Tianjin Lianjiabaoye Real Estate Brokerage Co., Ltd. (天津链家宝业房地产经纪有限公司) |
14. | Beijing Lianjia Real Estate Brokerage Co., Ltd. (北京链家房地产经纪有限公司) |
15. | Tianjin Xiaowu Information & Technology Co., Ltd (天津小屋信息科技有限公司) |
16. | Shenzhen Fangjianghu Technology Co., Ltd. (深圳房江湖科技有限公司) |
17. | Shanghai Chenhaibei Network Technology Co., Ltd. (上海晨海贝网络科技有限公司) |
18. | Shanghai Xiaoheng Network Technology Co., Ltd. (上海小桁网络科技有限公司) |
19. | Shanghai Deyou Property Consulting Co., Ltd. (上海德佑物业顾问有限公司) |
20. | Guangdong Lianjia Real Estate Brokerage Co., Ltd. (广东链家房地产经纪有限公司) |
21. | Xi’an Fangjianghu Information Technology Co., Ltd. (西安房江湖信息科技有限公司) |
22. | Wuhan Fangjianghu Information Technology Co., Ltd. (武汉房江湖信息科技有限公司) |
23. | Guangzhou Fangjianghu Technology Co., Ltd. (广州房江湖科技有限公司) |
24. | Chongqing Naohai Technology Co., Ltd. (重庆闹海科技有限公司) |
25. | Beike Zhaofangwang (Beijing) Information Technology Co., Ltd. (贝壳找房网(北京)信息技术有限公司) |
26. | Rushizhishu (Beijing) Technology Co., Ltd. (如视智数(北京)科技有限公司) |
27. | Beijing Fangjianghu Technology Co., Ltd. (北京房江湖科技有限公司) |
28. | Deyou (Tianjin) Real Estate Services Co., Ltd. (德佑(天津)房地产经纪服务有限公司) |
29. | Chengdu Fangyuan Real Estate Consulting Services Co., Ltd. (成都方源房地产咨询服务有限公司) |
30. | Beike (Tianjin) Investment Co., Ltd. (贝壳(天津)投资有限公司) |
31. | Jinbei (Tianjin) Technology Co., Ltd. (金贝(天津)技术有限公司) |
32. | Beike Jinke (Tianjin) Technology Co., Ltd. (贝壳金科(天津)技术有限公司) |
33. | Lianjia (Tianjin) Enterprise Management Co., Ltd. (链家(天津)企业管理有限公司) |
34. | Beijing Yiju Taihe Technology Co., Ltd. (北京宜居泰和科技有限公司) |
35. | Beijing Zhongrongxin Financing Guarantee Co., Ltd. (北京中融信融资担保有限公司) |
36. | Beijing Lifangtong Payment Technology Co., Ltd. (北京理房通支付科技有限公司) |
37. | Zhongjia Guotai Commercial Factoring (Shenzhen) Co., Ltd. (中嘉国泰商业保理(深圳)有限公司) |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of KE Holdings Inc. of our report dated April 19, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in KE Holdings Inc’s Annual Report on Form 20-F for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
May 9, 2022
Exhibit 99.1
Date: May 9, 2022
KE Holdings Inc.
Oriental Electronic Technology Building,
No. 2 Chuangye Road, Haidian District,
Beijing 100086
People’s Republic of China
Re: KE Holdings Inc.
Ladies and Gentlemen,
We understand that KE Holdings Inc. (the “Company”) plans to file a registration statement on Form F-3 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”).
We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the “Reports”), and any subsequent amendments to the Reports, as well as the citation of our research reports and amendments thereto, in the Registration Statement and any amendments thereto, in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F or Form 6-K or other SEC filings (collectively, the “SEC Filings”), on the websites of the Company and its subsidiaries and affiliates, in institutional and retail road shows and other activities in connection with the Registration Statement (including any prospectu supplement thereto), and in other publicity materials.
We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings.
Yours faithfully,
For and on behalf of
China Insights Industry Consultancy Limited
/s/ Julia Zhu | ||
Name: | Julia Zhu | |
Title/Position: | Partner |
Exhibit 107.1
Calculation of Filing Fee Table
Form F-3
(Form Type)
KE Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
||||||||||||||
Newly Registered Securities | |||||||||||||||||||||||||
Fees to Be Paid | Equity | Class A ordinary shares, par value US$0.00002 per share(1)(3) | Rule 457(r) | (2) | (2) | (2) | (2) | (2) | |||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | ||||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | ||||||||||||||||
Total Offering Amounts | (2) | (2) | |||||||||||||||||||||||
Total Fees Previously Paid | — | ||||||||||||||||||||||||
Total Fee Offsets | — | ||||||||||||||||||||||||
Net Fee Due | (2) |
(1) | Includes securities initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. These securities are not being registered for the purposes of sales outside of the United States. |
(2) | An indeterminate aggregate number of securities is being registered as may from time to time be sold at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. |
(3) | American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-241533). Each American depositary share represents three Class A ordinary shares. |