Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
U.S.A.
China Renaissance Securities (Hong Kong) Limited
Units 8107-08, Level 81
International Commerce Centre
1 Austin Road West, Kowloon
Hong Kong
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
U.S.A.
As representatives of the prospective underwriters
VIA EDGAR
August 10, 2020
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: |
| Ms. Pam Howell |
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| Ms. Erin E. Martin |
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| Mr. Howard Efron |
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| Ms. Shannon Menjivar |
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Re: |
| KE Holdings Inc. (CIK No. 0001809587) (the “Company”) |
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| Registration Statement on Form F-1, as amended (File No. 333-240068) |
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| Registration Statement on Form 8-A (File No. 001-39436) |
Dear Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on August 12, 2020, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between August 7, 2020 and the date hereof, copies of the Company’s Preliminary Prospectus dated August 7, 2020 were distributed as follows: 1,106 copies to prospective underwriters, institutional investors, dealers and others.
We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, |
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| Goldman Sachs (Asia) L.L.C. |
| Morgan Stanley & Co. LLC |
| China Renaissance Securities (Hong Kong) Limited |
| J.P. Morgan Securities LLC |
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| As representatives of the prospective underwriters |
| Very truly yours, | |
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| Goldman Sachs (Asia) L.L.C. | |
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| By: | /s/ Wei CAI |
| Name: Wei CAI | |
| Title: Managing Director | |
[Signature Page to Acceleration Request]
| Very truly yours, | |
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| Morgan Stanley & Co. LLC | |
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| By: | /s/ Celestina Milner |
| Name: Celestina Milner | |
| Title: Executive Director | |
[Signature Page to Acceleration Request]
| Very truly yours, | |
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| China Renaissance Securities (Hong Kong) Limited | |
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| By: | /s/ Claire Yeh |
| Name: Claire Yeh | |
| Title: Managing Director | |
[Signature Page to Acceleration Request]
| Very truly yours, | |
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| J.P. Morgan Securities LLC | |
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| By: | /s/ Bianca Buck |
| Name: Bianca Buck | |
| Title: VP TMT ECM | |
[Signature Page to Acceleration Request]
