UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2023
Commission File Number: 001-39436
KE Holdings Inc.
(Registrant’s Name)
Oriental Electronic Technology Building,
No. 2 Chuangye Road, Haidian District,
Beijing 100086
People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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KE Holdings Inc. |
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By |
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/s/ XU Tao |
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Name |
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XU Tao |
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Title |
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Chief Financial Officer |
Date: October 12, 2023
Exhibit 99.1
Hong Kong Exchanges
and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this announcement.
KE Holdings Inc.
貝殼控股有限公司
(A company controlled
through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code:
2423)
Proposed
Connected Acquisition
AS
PART OF THE PROPOSED ACQUISITION
OF
ALL REMAINING EQUITY INTERESTS
IN KONGJIAN ZHIHUI
Introduction
On October 10,
2023, Beike Meijia, a wholly-owned subsidiary of the Company, entered into the Equity Acquisition Agreement with (i) Kongjian Zhihui,
the target of the Proposed Connected Acquisition (as defined below), and (ii) H iKongjian, one of the existing shareholders of Kongjian
Zhihui and a connected person of the Company, pursuant to which Beike Meijia has agreed to purchase, and H iKongjian has agreed to sell,
7.1092% equity interests in Kongjian Zhihui, at a cash consideration of US$12,670,000 (the “Proposed Connected Acquisition”).
The Proposed Connected
Acquisition is only part of the Proposed Acquisitions (as defined below) for the purpose of acquiring 98.0805% equity interests of Kongjian
Zhihui which are not currently beneficially owned by the Company, and H iKongjian is one of the existing shareholders of Kongjian Zhihui.
At the same time of entering into the Equity Acquisition Agreement, Beike Meijia has also entered into equity acquisition agreements
with Kongjian Zhihui and all of its other existing shareholders (excluding Beike Meijia itself) to acquire their equity interests in
Kongjian Zhihui (the “Proposed Non-Connected Acquisitions”, together with the Proposed Connected Acquisition, the
“Proposed Acquisitions”). After the completion of the Proposed Acquisitions, Kongjian Zhihui will become a wholly-owned
subsidiary of the Company.
Equity
Acquisition Agreement
Details of the
Equity Acquisition Agreement are set out as below.
Date
October 10, 2023
Parties
(i) H
iKongjian, as the vendor
(ii) Beike
Meijia, as the purchaser; and
(iii) Kongjian
Zhihui, as the target.
As at the date
of this announcement, H iKongjian is wholly owned by a private equity fund under the management of Ms. Xiaohong Chen, an independent
non-executive Director. As such, H iKongjian is a connected person of the Company.
Target
7.1092% equity
interests in Kongjian Zhihui
Consideration
and Payment
The total consideration
of the Proposed Connected Acquisition is US$12,670,000.
The consideration
of the Proposed Connected Acquisition shall be paid by Beike Meijia in cash to H iKongjian within 20 business days once (i) the conditions
precedent for payment, including obtaining the necessary consent, approval or exemption for the Proposed Connected Acquisition and the
completion of change of business registration and filing with the relevant government authorities, are satisfied or waived by Beike Meijia,
and (ii) the relevant tax filing and withholding procedures are completed.
The consideration
will be financed by the Group’s internal resources.
Basis for the
Consideration
The consideration
was arrived based on normal commercial terms after arm’s length negotiations with reference to Kongjian Zhihui’s financial
condition, current business situation and future development forecast and the valuation of Kongjian Zhihui in its previous fund raising
activities.
The original acquisition
cost of the 7.1092% equity interests held by H iKongjian, as a Series A investor in 2016, in Kongjian Zhihui was US$6,000,000, which
was determined based on the then business operation and financial condition of Kongjian Zhihui.
Representations
and Warranties
Both parties have,
according to the Equity Acquisition Agreement, provided certain usual representations and warranties to each other in respect of the
Proposed Connected Acquisition.
Completion
Subject to the
compliance with the terms and conditions of the Equity Acquisition Agreement, the Proposed Connected Acquisition shall be completed within
20 business days upon all the conditions precedent for payment are satisfied or waived, and the relevant tax filing and withholding procedures
are completed.
INFORMATION
ON KONGJIAN ZHIHUI
As at the date
of this announcement, (i) 7.1092% equity interests in Kongjian Zhihui are held by H iKongjian; (ii) 1.9195% equity interests in Kongjian
Zhihui are held by Beike Meijia; and (iii) the remaining 90.9713% equity interests in Kongjian Zhihui are held by other 18 entities or
individuals (the “Other Kongjian Zhihui Shareholders”). To the best of the Directors’ knowledge, information
and belief having made all reasonable equiries, Kongjian Zhihui, the Other Kongjian Zhihui Shareholders and the ultimate beneficial owners
of the Other Kongjian Zhihui Shareholders are third parties independent of the Group and its connected persons.
Please see the
shareholding information of Other Kongjian Zhihui Shareholders below.
Name of Other Kongjian Zhihui Shareholders | |
Shareholding | |
Ningbo Meishan Bonded Port GOME Xinshengda Venture Capital Partnership (Limited Partnership) | |
| 18.1000 | % |
Shunwei Ventures II (Hong Kong) Limited | |
| 17.7019 | % |
Wei Chen | |
| 14.4009 | % |
Jiang Wang | |
| 7.8970 | % |
Nature Home (China) Co., Ltd. | |
| 4.7987 | % |
Shanghai Jinglin Jinghui Equity Investment Center (Limited Partnership) | |
| 4.7775 | % |
Beijing Huke Zhongying Enterprise Management Center (Limited Partnership) | |
| 4.5500 | % |
Beijing Chengke Zhongying Enterprise Management Center (Limited Partnership) | |
| 4.5500 | % |
Yihua Xin | |
| 3.8390 | % |
Beijing Dongfeng Yiyuan Investment Management Center (Limited Partnership) | |
| 2.8792 | % |
Xiaoju Chang | |
| 1.7131 | % |
Beijing Dongfeng Yilin Investment Consulting Partnership (Limited Partnership) | |
| 1.5944 | % |
Yanjie Shen | |
| 1.4396 | % |
Xinjiang Sharing Chuangying Venture Capital Partnership (Limited Partnership) | |
| 0.7024 | % |
Shanghai Hongxi Investment Partnership (Limited Partnership) | |
| 0.6825 | % |
Guangdong Tiandi Win-Win Investment Management Co., Limited | |
| 0.6626 | % |
Beijing Jiangyu Zongheng Asset Management Center (Limited Partnership) | |
| 0.4777 | % |
Beijing Jiangyu Bianjie Management Consulting Center (Limited Partnership) | |
| 0.2048 | % |
Founded in 2010,
Kongjian Zhihui is a leading service provider of one-stop home renovation services through its ikongjian brand whose services
cover 14 cities. As one of the pioneer in standardized home renovation services, Kongjian Zhihui has consistently upheld its mission
of “let there be spaces for love, let there be love in space” and built up a great reputation and brand recognition among
users.
Set out below is
certain unaudited financial information of Kongjian Zhihui prepared in accordance with the generally accepted accounting principles in
the PRC:
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As at | |
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June 30, 2023 | |
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(in RMB million) | |
Total assets | |
| 421 | |
Net assets | |
| (399 | ) |
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For the year ended | |
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December 31, | | |
December 31, | |
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2021 | | |
2022 | |
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(in RMB million) | |
Revenue | |
| 1,376 | | |
| 1,385 | |
Loss before tax | |
| 25 | | |
| 93 | |
Loss after tax | |
| 25 | | |
| 93 | |
Reasons
for and Benefits of the Proposed CONNECTED Acquisition
Founded in 2010,
Kongjian Zhihui is a leading standardized one-stop home renovation service provider and is one of the most recognized home renovation
companies in the PRC, especially in Beijing. The Proposed Connected Acquisition is part of the Proposed Acquisitions. The Proposed Acquisitions
(including the Proposed Connected Acquisition) are expected to further diversify the Company’s home renovation brand and product
portfolio to address a broader range of consumer needs, improving customer conversion, while bolstering supply chain and delivery capabilities,
thereby expediting the advancements in the Company’s home renovation and furnishing services.
The Directors (including
the independent non-executive Directors) are of the view that the Equity Acquisition Agreement and the Proposed Connected Acquisition
contemplated thereunder are on normal commercial terms, which are fair and reasonable, and although the Proposed Connected Acquisition
is not conducted in the ordinary and usual course of business of the Company, it is in the interests of the Company and its Shareholders
as a whole.
INFORMATION
IN RELATION TO THE PROPOSED ACQUISITIONS
In connection with
the Proposed Acquisitions, Beike Meijia will pay an aggregate cash consideration capped at approximately RMB1.55 billion1
to the Other Kongjian Zhihui Shareholders and H iKongjian.
The Proposed Acquisitions
are expected to be completed in the first half of 2024, subject to customary closing conditions, including regulatory approvals.
Listing
Rules Implication
As at the date
of this announcement, H iKongjian is wholly owned by a private equity fund under the management of Ms. Xiaohong Chen, an independent
non-executive Director. Therefore, H iKongjian is a connected person of the Company, and the Equity Acquisition Agreement and the Proposed
Connected Acquisition contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.
Pursuant to the
Listing Rules, as the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Proposed
Connected Acquisition exceeds 0.1% but is less than 5%, the Proposed Connected Acquisition is subject to reporting and announcement requirements
but is exempted from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.
As at date of this
announcement, to the best of the Directors’ knowledge, information and belief having made all reasonable equiries, Kongjian Zhihui,
the Other Kongjian Zhihui Shareholders and the ultimate beneficial owners of the Other Kongjian Zhihui Shareholders are third parties
independent of the Group and its connected persons. Therefore, the Proposed Non-Connected Acquisitions do not constitute the connected
transactions of the Company.
Ms. Xiaohong Chen
has abstained from voting on the Board resolutions approving the Equity Acquisition Agreement and the Proposed Connected Acquisition
contemplated thereunder in accordance with Rule 13.44 of the Listing Rules. Save as disclosed above, none of the Directors has any material
interest in the Equity Acquisition Agreement and the Proposed Connected Acquisition contemplated thereunder.
INFORMATION
ON THE PARTIES OF THE EQUITY ACQUISITION AGREEMENT
The Company
The Company is
an exempted company with limited liability incorporated in the Cayman Islands on July 6, 2018. The Company is a leading integrated online
and offline platform for housing transactions and services, and a pioneer in building infrastructure and standards to reinvent how service
providers and customers efficiently navigate and complete housing transactions and services in China, ranging from existing and new home
sales, home rentals, to home renovation and furnishing, and other services.
| 1 | The
exchange rate between RMB and US$ is US$1.00=RMB7.1781, being the median foreign exchange
rate published by the People’s Bank of China on October 10, 2023, for illustration
purposes only. |
Beike Meijia
Beike Meijia primarily
engages in investment holding. Beike Meijia is a wholly-owned subsidiary of the Company.
H iKongjian
H iKongjian is
a private limited company incorporated in Hong Kong and is wholly owned by a private equity fund under the management of Ms. Xiaohong
Chen, an independent non-executive Director. It was established for the investment in Kongjian Zhihui.
Kongjian Zhihui
Please see the
section headed “Information on Kongjian Zhihui”.
DEFINITIONS
In this announcement,
the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:
“Beike
Meijia” |
Beike
Meijia Technology (Zhejiang) Co. Ltd. (貝殼美家科技(浙江)有限責任公司),
a limited company incorporated in the PRC and a wholly-owned subsidiary of the Company |
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“Board” |
the
board of Directors |
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“Company” |
KE
Holdings Inc. |
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“connected
person(s)” |
has
the meaning ascribed to it under the Listing Rules |
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“connected
transaction(s)” |
has
the meaning ascribed to it under the Listing Rules |
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“controlling
shareholder(s)” |
has
the meaning ascribed to it under the Listing Rules |
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“Director(s)” |
director(s)
of the Company |
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“Equity
Acquisition Agreement” |
the
equity acquisition agreement dated October 10, 2023 entered into among H iKongjian, as the vendor, Beike Meijia as the purchaser
and Kongjian Zhihui as the target in relation to the Proposed Connected Acquisition |
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“Group” |
the
Company and its subsidiaries and consolidated affiliated entities from time to time |
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“H
iKongjian” |
H
iKongjian Co., Limited, a private limited company incorporated in Hong Kong and wholly owned by a private equity fund under the management
of Ms. Xiaohong Chen, an independent non-executive Director |
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“Hong
Kong” |
the
Hong Kong Special Administrative Region of the People’s Republic of China |
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“Kongjian
Zhihui” |
Kongjian
Zhihui Decoration (Beijing) Co., Ltd. (空間智慧裝飾裝修(北京)有限公司),
a limited company incorporated in the PRC and the target of the Proposed Connected Acquisition |
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“Listing
Rules” |
the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
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“PRC”
or “China” |
the
People’s Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macao Special Administrative
Region and Taiwan |
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“Proposed
Connected Acquisition” |
the
proposed acquisition of the 7.1092% equity interests in Kongjian Zhihui by Beike Meijia from H iKongjian pursuant to the Equity Acquisition
Agreement |
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“RMB” |
Renminbi,
the lawful currency of the PRC |
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“Shareholder(s)” |
shareholder(s)
of the Company |
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“Stock
Exchange” |
The
Stock Exchange of Hong Kong Limited |
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“%” |
per
cent |
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By Order of the
Board |
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KE Holdings
Inc. |
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Yongdong
Peng |
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Chairman
and Chief Executive Office |
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Hong Kong, October
11, 2023
As at the date
of this announcement, the board of directors of the Company comprises Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Wangang Xu and Mr. Tao
Xu as the executive directors, Mr. Jeffrey Zhaohui Li as the non-executive director, and Ms. Xiaohong Chen, Mr. Hansong Zhu and Mr. Jun
Wu as the independent non-executive directors.
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