United States securities and exchange commission logo
May 27, 2022
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re: KE Holdings Inc.
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 Mr. Xu:
We have reviewed your May 19, 2022 response to our comment letter
and the Form 20-F
filed April 19, 2022 and have the following comments. In some of our
comments, we may ask
you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
Item 3. Key Information, page 4
1. Please revise the first
paragraph of this section to disclose that this VIE structure involves
unique risks to
investors. Please also disclose that investors may never hold equity
interests in the
Chinese operating company.
2. We note the disclosure
on page 4 regarding the percentage of cash, cash equivalents and
restricted cash, total
assets, and revenues relating to the business operations of the VIE.
Please provide balanced
disclosure to clarify the potential impact upon your overall
business, including the
availability of the technology you use in your operations.
Tao Xu
FirstName LastNameTao Xu
KE Holdings Inc.
Comapany
May NameKE Holdings Inc.
27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
3. Please revise the last paragraph on page 6 to clearly disclose whether
these risks could
result in a material change in your operations.
4. We continue to note disclosures referencing control over the VIE such
as on page 4, we
rely on contractual arrangements among our PRC subsidiaries, the
VIEs and their
shareholders to control the business operations of the VIEs, and
KE Holdings Inc.
controls, and receives economic benefits from, the VIEs through the
VIE contractual
arrangements. However, neither the investors in the holding company
nor the holding
company itself have an equity ownership in, direct foreign investment
in, or control of,
through such ownership or investment, the VIE. Any references to
control or benefits that
accrue to you because of the VIE should be limited to a clear
description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP.
Please revise.
Permissions Required from the PRC Authorities for our Operations, page 8
5. We note the disclosure that you are not required to obtain permissions
or approvals from
the CSRS, CAC or any other PRC governmental authorities in connection
with the
issuance of securities to foreign investors. Please disclose how you
reached such a
determination (e.g. internal legal analysis, opinion of external
counsel or other advisor,
etc.) To the extent you are relying upon the opinion of counsel,
please name and file their
consent.
The Holding Foreign Companies Accountable Act, page 8
6. Please disclose whether your auditor is subject to the determinations
announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
Accountable Act and related regulations will affect your company.
Please also disclose
whether as a result of the auditor not being able to be inspected by
the PCAOB, the
company is expected to be, or is, a Commission Identified Issuer and
how that will affect
your company. Similarly revise the risk factor on page 63.
Summary of Risk Factors, page 22
7. In your summary of risk factors, describe the significant regulatory,
liquidity, and
enforcement risks with cross-references to the more detailed
discussion of these risks in
the annual report. For example, specifically discuss risks arising
from the legal system in
China, including risks and uncertainties regarding the enforcement of
laws and that rules
and regulations in China can change quickly with little advance
notice; and the risk that
the Chinese government may intervene or influence your operations at
any time, or may
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of your securities. Acknowledge any risks that any actions by the
Chinese government to
exert more oversight and control over offerings that are conducted
overseas and/or foreign
investment in China-based issuers could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
Tao Xu
KE Holdings Inc.
May 27, 2022
Page 3
securities to significantly decline or be worthless.
Risk Factors, page 24
8. We note the disclosure on page 55 regarding the opinion of your PRC
legal counsel that
you do not need approval of CSRC under the M&A Rules. Please name
counsel and
provide their consent.
9. Given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, please revise the second risk factor on page
55 to acknowledge the
risk that any such action could significantly limit or completely
hinder your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
Enforceability of Civil Liabilities, page 149
10. Please identify each officer and/or director located in China or Hong
Kong and disclose
that it will be more difficult to enforce liabilities and enforce
judgments on those
individuals. For example, revise to discuss more specifically the cost
and time
constraints. Also, please similarly revise the risk factor on page 61.
You may contact Babette Cooper, Staff Accountant at (202) 551 - 3396 or
Wilson Lee at
(202) 551 - 3468 if you have questions regarding comments on the financial
statements and
related matters.
FirstName LastNameTao Xu Sincerely,
Comapany NameKE Holdings Inc.
Division of
Corporation Finance
May 27, 2022 Page 3 Office of Real
Estate & Construction
FirstName LastName