KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People’s Republic of China
May 19, 2022
VIA EDGAR
Ms. Babette Cooper
Mr. Wilson Lee
Division of Corporation Finance
Office of Real Estate & Construction
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | KE Holdings Inc. (the “Company”) | ||
| Form 20-F for the Fiscal Year Ended December 31, 2021 | |||
| Filed April 19, 2022 | |||
| Form 20-F for the Fiscal Year Ended December 31, 2020 | |||
| Filed April 6, 2021 | |||
| File No. 001-39436 |
Dear Ms. Cooper and Mr. Lee:
This letter sets forth the Company’s responses to the comments contained in the letter dated May 11, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 19, 2022 (the “2021 Form 20-F”) and Form 20-F for the fiscal year ended December 31, 2020 filed with the Commission on April 6, 2021. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
Item 3. Key Information, page 4
| 1. | We have considered your response to comment 7 and reissue parts of our previous comment. Please tell us and revise future filings to explain how the amounts within your table are reflected or can be cross-referenced to the condensed consolidating schedule and the consolidated financial statements. |
KE Holdings Inc.
May 19, 2022
Page 2
In response to the Staff’s comment, the Company respectfully proposes to revise and include the following disclosure in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:
“The following table sets forth the amount of the transfers for the periods presented.
| Years Ended December 31, | ||||||||||||
| 2019 | 2020 | 2021 | ||||||||||
| (RMB in thousands) | ||||||||||||
| Loans from parent to Cayman, BVI, and Hong Kong subsidiaries (1) | 15,719,863 | 38,818,154 | 4,581,814 | |||||||||
| Capital contributions from Hong Kong subsidiaries to PRC subsidiaries (2) | 3,226,094 | 538,439 | 300,000 | |||||||||
| Loans from Hong Kong subsidiaries to PRC subsidiaries (2) | 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 (4) | — | 2,036,154 | — | |||||||||
Notes:
| (1) | Represents the “Investments in and loans to subsidiaries and VIEs” of the Parent as in the condensed consolidating schedule of cash flow data. |
| (2) | The items “Capital contributions from Hong Kong subsidiaries to PRC subsidiaries” and “Loans from Hong Kong subsidiaries to PRC subsidiaries” include the following: |
| · | Cash flows from Hong Kong subsidiaries (included in the “Other Subsidiaries” column) to Primary Beneficiary of VIEs which are included in “Proceeds and loans from Parent and other Group companies” of Primary Beneficiary of VIEs in the consolidating schedules; and |
| · | Cash flows from Hong Kong subsidiaries to other PRC subsidiaries, which represent cash flows between entities all within the “Other Subsidiaries” column and are thus eliminated in the presentation of the consolidating schedules. |
KE Holdings Inc.
May 19, 2022
Page 3
| (3) | Represents the “Operating cash flow from the Group companies” of the VIEs plus “Proceeds and loans from Parent and other Group companies” of the VIEs in the condensed consolidating schedule of cash flow data. |
| · | Cash paid by the subsidiaries to the VIEs for financial platform and other financial related services provided by the VIEs; |
| · | Cash paid by the subsidiaries to the VIEs for referral and other services; |
| · | Cash paid by the VIEs to the subsidiaries for referral and professional services; and |
| · | Intercompany advances from subsidiaries to the VIEs, and repayment of such intercompany advances by the VIEs. |
| (4) | The “Transfer of intangible asset (advertising resources) from Parent to subsidiaries” is a non-cash transaction and the related disposal gain was recorded in the “Income from the Group companies” line of the Parent for the year ended December 31, 2020, and the unrealized profits originated from this transaction is eliminated and explained in Note 3 to the condensed consolidating schedule.” |
* * *
| Very truly yours, | |
| /s/ Tao Xu | |
| Tao Xu | |
| Chief Financial Officer |
| cc: | Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc. |
| Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP | |
| Walter Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP |
