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 February 2024
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.
|
KE Holdings Inc. |
|
|
|
|
|
By |
: |
/s/ XU Tao |
|
Name |
: |
XU Tao |
|
Title |
: |
Chief Financial Officer |
Date: February 22,
2024
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)
ANNOUNCEMENT
DISCLOSEABLE
TRANSACTIONS
SUBSCRIPTION
OF WEALTH MANAGEMENT PRODUCTS
SUBSCRIPTION
OF EVERBRIGHT PRODUCTS
We
refer to the Company’s Announcement on September 13, 2023 in relation to, among other things, the subscription of Everbright
Product No.3 in the principal amount of RMB2 billion with Everbright Wealth Management by Tianjin Lianjia, a wholly-owned subsidiary
of the Company.
The Company, through its wholly-owned subsidiary, Tianjin Lianjia, further subscribed for (i) Everbright Product No.4 in the principal amount of RMB1 billion with Everbright Wealth Management on October 18, 2023; (ii) Everbright Product No.5 in the principal amount of RMB0.45 billion with Everbright Wealth Management on November 28, 2023; and (iii) Everbright Product No.6 in the principal amount of RMB1.2 billion with Everbright Wealth Management on February 20, 2024. The subscription of Everbright Product No.4 and Everbright Product No.5, on a standalone or aggregation basis, did not constitute discloseable transactions of the Company.
HONG KONG LISTING RULES IMPLICATIONS
As (i) Everbright Product No.3, Everbright Product No.4, Everbright Product No.5 and Everbright Product No.6 were issued by Everbright Wealth Management and (ii) at the time of the subscription of Everbright Product No.6, Everbright Product No.3, Everbright Product No.4 and Everbright Product No.5 remain outstanding, pursuant to Rule 14.22 of the Hong Kong Listing Rules, those transactions shall be aggregated. |
Pursuant to the Hong Kong Listing Rules, as (i) the highest applicable percentage ratio (as
defined under Rule 14.07 of the Hong Kong Listing Rules) in respect of the aggregated transaction amounts of the subscription
of Everbright Product No. 4, Everbright Product No. 5 and Everbright Product No. 6 exceeds 5% but is below 25%, and
(ii) all applicable percentage ratios in respect of the aggregated transaction amounts of the subscription of Everbright
Product No. 3, Everbright Product No. 4, Everbright Product No. 5 and Everbright Product No. 6 are below 25%,
the subscription of Everbright Product No. 6 constitutes a discloseable transaction of the Company and is subject to the
notification and announcement requirements under the Hong Kong Listing Rules. |
BACKGROUND
We refer to the Company’s
Announcement on September 13, 2023 in relation to, among other things, the subscription of Everbright Product No.3 in the principal
amount of RMB2 billion with Everbright Wealth Management by Tianjin Lianjia, a wholly-owned subsidiary of the Company.
The Company, through its
wholly-owned subsidiary, Tianjin Lianjia, further subscribed for (i) Everbright Product No.4 in the principal amount of RMB1
billion with Everbright Wealth Management on October 18, 2023; (ii) Everbright Product No.5 in the principal amount of
RMB0.45 billion with Everbright Wealth Management on November 28, 2023; and (iii) Everbright Product No.6 in the principal
amount of RMB1.2 billion with Everbright Wealth Management on February 20, 2024. The subscription of Everbright Product No.4
and Everbright Product No.5, on a standalone or aggregation basis, did not constitute discloseable transactions of the Company.
EVERBRIGHT PRODUCT NO.4, EVERBRIGHT PRODUCT NO.5
AND EVERBRIGHT PRODUCT NO.6
The principal terms of the subscription
of Everbright Product No.4, Everbright Product No.5 and Everbright Product No.6 are set out as follows:
Product Name: |
Sunshine Jinfengli Zhenxiang
No. C034 (陽光金豐利臻享C034 期) |
Sunshine Jinfengli Zhenxiang
No. C036 (陽光金豐利臻享C036 期) |
Sunshine Jinfengli Zhenxiang
No. C040 (陽光金豐利臻享C040 期) |
|
|
|
|
Date of Subscription: |
October 18, 2023 |
November 28, 2023 |
February 20, 2024 |
|
|
|
|
Issuer: |
Everbright Wealth
Management |
|
|
Subscriber: |
Tianjin Lianjia |
|
|
|
|
Subscription Amount: |
RMB1 billion |
RMB0.45 billion |
RMB1.2 billion |
|
|
|
|
Term of Product: |
180 days (October 19, 2023 to
April 16,2024) |
181 days (November 29,
2023 to May 28,2024) |
180 days (February 22, 2024 to August 20,2024) |
|
|
|
|
Type of Investment Return: |
Non-principal
guaranteed with floating return |
|
|
|
|
Risk Level of Product (Internal Risk
Assessment by the Issuer): |
Relatively
low risk |
|
|
|
|
Annualized Rate of Return of Product
Expected by the Company: |
2.90% |
2.90% |
3.10% |
|
|
|
|
Right of Early Termination or Redemption: |
The Group has no right of early termination
or redemption as long as the major terms remain unchanged |
The subscription for the Everbright
Products is financed with the self-owned funds of the Group.
REASONS FOR SUBSCRIPTION OF
EVERBRIGHT PRODUCTS AND THEIR BENEFITS TO THE COMPANY
The Board believes that using
temporary idle funds reasonably and effectively will enhance the capital gain of the Company, which is consistent with the core objectives
of the Company to ensure capital safety and liquidity and meet the capital needs of the Group’s daily operations. The risk associated
with subscription of Everbright Products is relatively low, while the Company can enjoy a relatively higher return from investments in
Everbright Products after comparing quotes from different issuers.
The Directors consider that the
terms of subscription of Everbright Products are fair and reasonable, on normal commercial terms or better, and are in the interests of
the Company and its shareholders as a whole.
INFORMATION OF THE PARTIES
INVOLVED
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.
Tianjin Lianjia is a company incorporated
in the PRC. It is a wholly-owned subsidiary of the Company and is mainly engaged in investment holding.
Everbright Wealth Management is
a bank financial subsidiary wholly-owned by China Everbright Bank Company Limited, a licensed bank incorporated under the laws of the
PRC listed on the Stock Exchange (stock code: 6818) and the Shanghai Stock Exchange (stock code: 601818). The business scope of Everbright
Wealth Management mainly covers issuing wealth management products to the public and investing and managing the investors’ assets
as trustee, issuing wealth management products to qualified investors and investing and managing the investors’ assets as trustee,
and financial advisory and consulting services, etc.
To the best of Directors’
knowledge, information and belief after making all reasonable enquiries, Everbright Wealth Management and its ultimate beneficial owner
are third parties independent of the Group and its connected persons.
HONG KONG LISTING RULES IMPLICATIONS
As (i) Everbright Product
No.3, Everbright Product No.4, Everbright Product No.5 and Everbright Product No.6 were issued by Everbright Wealth Management and (ii) at
the time of the subscription of Everbright Product No.6, Everbright Product No.3, Everbright Product No.4 and Everbright Product No.5
remain outstanding, pursuant to Rule 14.22 of the Hong Kong Listing Rules, those transactions shall be aggregated.
Pursuant to the Hong Kong Listing
Rules, as (i) the highest applicable percentage ratio (as defined under Rule 14.07 of the Hong Kong Listing Rules) in respect
of the aggregated transaction amounts of the subscription of Everbright Product No. 4, Everbright Product No. 5 and Everbright
Product No. 6 exceeds 5% but is below 25%, and (ii) all applicable percentage ratios in respect of the aggregated transaction
amounts of the subscription of Everbright Product No. 3, Everbright Product No. 4, Everbright Product No. 5 and Everbright
Product No. 6 are below 25%, the subscription of Everbright Product No. 6 constitutes a discloseable transaction of the Company
and is subject to the notification and announcement requirements under the Hong Kong Listing Rules.
DEFINITIONS
In
this announcement, unless the context requires otherwise, the following terms shall have the meanings set out below:
“Announcement” |
the
announcement of the Company dated September 13, 2023 in relation to, among other things, the subscription of Everbright Product
No.3 by Tianjin Lianjia |
|
|
“Board” |
the board
of Directors |
|
|
“Company” |
KE Holdings
Inc. |
|
|
“Director(s)” |
the director(s) of
the Company |
|
|
“Everbright
Product No.3” |
Sunshine Jinfengli Zhenxiang
No. C031 (陽光金豐利臻享 C031 期) |
|
|
“Everbright Product
No.4” |
Sunshine Jinfengli Zhenxiang
No. C034 (陽光金豐利臻享 C034 期) |
|
|
“Everbright Product
No.5” |
Sunshine Jinfengli Zhenxiang
No. C036 (陽光金豐利臻享 C036 期) |
|
|
“Everbright Product
No.6” |
Sunshine Jinfengli Zhenxiang
No. C040 (陽光金豐利臻享 C040 期) |
|
|
“Everbright Products” |
Everbright
Product No.3, Everbright Product No.4, Everbright Product No.5 and Everbright Product No.6, collectively |
“Everbright
Wealth Management” |
Everbright Wealth Management Co., Ltd.
(光大理財有限責任公司), a company incorporated in the PRC and a wholly-owned
subsidiary of China Everbright Bank Company Limited |
|
|
“Group” |
the Company and its subsidiaries and
consolidated affiliated entities from time to time |
|
|
“Hong Kong Listing Rules” |
the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) |
|
|
“PRC” |
the People’s Republic of China |
|
|
“RMB” |
Renminbi, the lawful currency of the
PRC |
|
|
“Stock Exchange” |
The Stock Exchange of Hong Kong Limited |
|
|
“subsidiary(ies)” |
has the meaning ascribed thereto in
the Hong Kong Listing Rules |
|
|
“Tianjin Lianjia” |
Lianjia (Tianjin) Enterprise Management
Co., Ltd. (鏈家(天津)企業管理有限公司), a wholly-owned
subsidiary of the Company as of the date of this announcement |
|
|
“%” |
per cent |
| KE
Holdings Inc.
Yongdong Peng |
| Chairman
and Chief Executive Officer |
Hong Kong, February 20, 2024
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.
KE (NYSE:BEKE)
Historical Stock Chart
From Apr 2024 to May 2024
KE (NYSE:BEKE)
Historical Stock Chart
From May 2023 to May 2024