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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal yea
2、r ended December 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report .For the transition period from to Commission
3、 file number:001-39436KE Holdings Inc.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrants name into English)Cayman Islands(Jurisdiction of incorporation or organization)Oriental Electronic Technology Building,No.2 Chuangye Road,Haidian District,Beijing 100086Peoples
4、Republic of China+86 10 5810 4689(Address of principal executive offices)XU Tao,Chief Financial OfficerTelephone:+86 10 5810 4689Email:Oriental Electronic Technology Building,No.2 Chuangye Road,Haidian District,Beijing 100086Peoples Republic of China(Name,Telephone,Email and/or Facsimile number and
5、Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of each classTrading SymbolsName of each exchange on which registeredAmerican depositary shares(one Americandepositary share representing three Class Aordinary shares,par value US$0.
6、00002 per share)BEKENew York Stock ExchangeClass A ordinary shares,par value US$0.00002 per share2423The Stock Exchange of Hong Kong LimitedSecurities registered or to be registered pursuant to Section 12(g)of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant
7、to Section 15(d)of the Act:None(Title of Class)Table of ContentsIndicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.As of December 31,2022,there were 3,725,379,187 ordinary shares outstanding,b
8、eing the sum of 3,568,952,291 Class A ordinary shares(excluding the 32,594,988 Class Aordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans)and 156,426,896 Class B ordinary
9、shares,par value US$0.00002 per share.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIf this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Sect
10、ion 13 or 15(d)of the Securities Exchange Act of1934.Yes NoNote Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 from their obligationsunder those Sections.Indicate by check mark whether the registra
11、nt:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No
12、Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 ofthis chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such file
13、s).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth company.See the definitions of“largeaccelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accele
14、rated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or rev
15、ised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification afterApril 5,2012.Indicate by check mark wh
16、ether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reportingunder Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit repor
17、t.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements.Indicate by check mark whether any of those error correction
18、s are restatements that required a recovery analysis of incentive-based compensation received by any of the registrantsexecutive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial sta
19、tements included in this filing:U.S.GAAP International Financial Reporting Standards as issued by the International AccountingStandards Board Other If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follo
20、w.Item 17 Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant ha
21、s filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the Securities Exchange Act of 1934 subsequentto the distribution of securities under a plan confirmed by a court.Yes NoTable of ContentsiTABLE OF CONTENTSINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4Item 1.Identi
22、ty of Directors,Senior Management and Advisers4Item 2.Offer Statistics and Expected Timetable4Item 3.Key Information4Item 4.Information on the Company77Item 4A.Unresolved Staff Comments126Item 5.Operating and Financial Review and Prospects126Item 6.Directors,Senior Management and Employees147Item 7.
23、Major Shareholders and Related Party Transactions162Item 8.Financial Information166Item 9.The Offer and Listing167Item 10.Additional Information167Item 11.Quantitative and Qualitative Disclosures about Market Risk183Item 12.Description of Securities Other than Equity Securities184PART II188Item 13.D
24、efaults,Dividend Arrearages and Delinquencies188Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds188Item 15.Controls and Procedures188Item 16.Reserved189Item 16A.Audit Committee Financial Expert189Item 16B.Code of Ethics189Item 16C.Principal Accountant Fees and Ser
25、vices190Item 16D.Exemptions from the Listing Standards for Audit Committees190Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers190Item 16F.Change in Registrants Certifying Accountant191Item 16G.Corporate Governance191Item 16H.Mine Safety Disclosure191Item 16I.Disclosure
26、 Regarding Foreign Jurisdictions that Prevent Inspections191PART III192Item 17.Financial Statements192Item 18.Financial Statements192Item 19.Exhibits192Table of Contents1INTRODUCTIONUnless otherwise indicated or the context otherwise requires,references in this annual report to:“active agents”are to
27、 agents on our platform,including agents employed by us and from labor dispatching or outsourcing agencies,andagents affiliated with our connected stores and connected brands as employees,contractors,or through other service arrangements,asof a given date excluding the agents who(i)delivered notice
28、to leave but have not yet completed the exit procedures,(ii)have notengaged in any critical steps in housing transactions(including but not limited to introducing new properties,attracting new customersand conducting property showings)during the preceding 30 days,or(iii)have not participated in faci
29、litating any housing transactionduring the preceding three months;“active stores”are to stores on our platform as of a given date excluding the stores which(i)have not facilitated any housingtransaction during the preceding 60 days,(ii)do not have any agent who has engaged in any critical steps in h
30、ousing transactions(including but not limited to introducing new properties,attracting new customers and conducting property showings)during thepreceding seven days,or(iii)have not been visited by any agent during the preceding 14 days;“ADRs”are to the American depositary receipts that may evidence
31、the ADSs;“ADSs”are to the American depositary shares,each of which represents three Class A ordinary shares;“BVI”are to the British Virgin Islands;“Beike,”“we,”“us,”“our company”and“our”are to KE Holdings Inc.,our Cayman Islands holding company,its subsidiaries,and,inthe context of describing the co
32、nsolidated financial information,the VIEs and their subsidiaries in China;“China”or the“PRC”are to the Peoples Republic of China,excluding,for the purposes of this annual report only,Hong Kong,Macauand Taiwan;“Class A ordinary shares”are to our class A ordinary shares,par value US$0.00002 per share;
33、“Class B ordinary shares”are to our class B ordinary shares,par value US$0.00002 per share;“GTV”of our platform,for a given period,are to gross transaction value,which is calculated as the total value of all transactions wefacilitated on the Beike platform and evidenced by signed contracts as of the
34、 end of the period,including the value of the existing hometransactions,new home transactions,home renovation and furnishing and emerging and other services,and including transactions thatare contracted but pending closing at the end of the relevant period.For the avoidance of doubt,for transactions
35、 that fail to closeafterwards,the corresponding GTV represented by these transactions will be deducted accordingly;“Hong Kong”or“HK”or“Hong Kong S.A.R.”are to the Hong Kong Special Administrative Region of the PRC;“Hong Kong dollars”or“HK$”refers to the legal currency of Hong Kong;“Hong Kong Listing
36、”refers to the listing of our Class A ordinary shares on the Main Board of the Hong Kong Stock Exchange by wayof introduction on May 11,2022.“Hong Kong Listing Rules”refers to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,asamended or supplemented from time
37、 to time;“Hong Kong Stock Exchange”refers to The Stock Exchange of Hong Kong Limited;Table of Contents2“Main Board”refers to the stock market(excluding the option market)operated by the Hong Kong Stock Exchange,which isindependent from and operated in parallel with the Growth Enterprise Market of th
38、e Hong Kong Stock Exchange;“ordinary shares”are to our class A and class B ordinary shares,par value US$0.00002 per share;“WFOEs”are to Beike Jinke(Tianjin)Technology Co.,Ltd.,or Beike Jinke,Beike(Tianjin)Investment Co.,Ltd.,or Beike Tianjin,Jinbei(Tianjin)Technology Co.,Ltd.,or Jinbei Technology,an
39、d Realsee(Tianjin)Technology Co.,Ltd.,or Realsee Tianjin;“RMB”and“Renminbi”are to the legal currency of China;“SaaS”are to software-as-a-services;“Tencent”are to Tencent Holdings Limited(HKEx:700),its subsidiaries and/or its controlled affiliated entities,as the context requires;“US$,”“U.S.dollars,”
40、and“$”are to the legal currency of the United States;and“VIEs”are to Beijing Lianjia Real Estate Brokerage Co.,Ltd.,or Beijing Lianjia,Tianjin Xiaowu Information&Technology Co.,Ltd.,or Tianjin Xiaowu,Beijing Yiju Taihe Technology Co.,Ltd.,or Yiju Taihe,Beijing Beijia Commercial Consultancy Co.,Ltd.,
41、orBeijing Beijia,Beijing Beihao Commercial Consultancy Co.,Ltd.,or Beijing Beihao,Runizhishi(Beijing)Technology Co.,Ltd.,orRunizhishi,and Runikeshi(Beijing)Technology Co.,Ltd,or Runikeshi.When we calculate agents on our platform,we refer to agents who are affiliated with the real estate brokerage st
42、ores and subject to ourAgent Cooperation Network,or ACN,rules.In China,real estate brokerage refers to the activities of providing intermediary or agency services in connection with housing transactionsby brokerage firms and agents,wherein brokerage firms and agents are allowed to collect commission
43、s from either or both of buy side and sell sideas long as the payment arrangement is prescribed in the brokerage service agreements.Unless otherwise noted,all translations from Renminbi to U.S.dollars and from U.S.dollars to Renminbi in this annual report are made at arate of RMB6.8972 to US$1.00,th
44、e exchange rate in effect as of December 30,2022 as set forth in the H.10 statistical release of The Board ofGovernors of the Federal Reserve System.We make no representation that any Renminbi or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or Renminbi,as the case may be
45、,at any particular rate,or at all.Table of Contents3FORWARD-LOOKING INFORMATIONThis annual report contains forward-looking statements that reflect our current expectations and views of future events.The forward-looking statements are contained principally in the sections entitled“Item 3.Key Informat
46、ionD.Risk Factors,”“Item 4.Information on theCompanyB.Business Overview”and“Item 5.Operating and Financial Review and Prospects.”Known and unknown risks,uncertainties and otherfactors,including those listed under“Item 3.Key InformationD.Risk Factors,”may cause our actual results,performance or achie
47、vements to bematerially different from those expressed or implied by the forward-looking statements.You can identify some of these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“is/are likely to,”“potential,”“conti
48、nue”or other similar expressions.We have based these forward-lookingstatements largely on our current expectations and projections about future events that we believe may affect our financial condition,results ofoperations,business strategy and financial needs.These forward-looking statements includ
49、e statements relating to:our goals and strategies;our future business development,financial condition and results of operations;expected changes in our revenues,costs or expenditures;our ability to empower services and facilitate transactions on our platform;competition in our industry;relevant gove
50、rnment policies and regulations relating to our industry;our ability to protect our systems and infrastructures from cyber-attacks;our dependence on the integrity of brokerage brands,stores and agents on our platform;our ability to develop home renovation and furnishing services;general economic and
51、 business conditions in China and globally;andassumptions underlying or related to any of the foregoing.These forward-looking statements involve various risks and uncertainties.Although we believe that our expectations expressed in theseforward-looking statements are reasonable,our expectations and
52、our actual results could be materially different from our expectations.Importantrisks and factors that could cause our actual results to be materially different from our expectations are generally set forth in“Item 3.KeyInformationD.Risk Factors,”“Item 4.Information on the CompanyB.Business Overview
53、”and“Item 5.Operating and Financial Review andProspects”and other sections in this annual report.Moreover,we operate in an evolving environment.New risk factors and uncertainties emergefrom time to time and it is not possible for our management to predict all risk factors and uncertainties,nor can w
54、e assess the impact of all factors onour business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in anyforward-looking statements.You should read thoroughly this annual report and the documents that we refer to with the
55、understanding that our actualfuture results may be materially different from and worse than what we expect.We qualify all of our forward-looking statements by these cautionarystatements.The forward-looking statements made in this annual report relate only to events or information as of the date on w
56、hich the statements aremade in this annual report.Except as required by law,we undertake no obligation to update or revise publicly any forward-looking statements,whether as a result of new information,future events or otherwise,after the date on which the statements are made or to reflect the occur
57、rence ofunanticipated events.You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to thisannual report,of which this annual report is a part,completely and with the understanding that our actual future results may be materially differ
58、entfrom what we expect.Table of Contents4PART IItem 1.Identity of Directors,Senior Management and AdvisersNot applicable.Item 2.Offer Statistics and Expected TimetableNot applicable.Item 3.Key InformationOur Holding Company Structure and the VIE Contractual ArrangementsKE Holdings Inc.is not an oper
59、ating company in China but a Cayman Islands holding company with no material operations of its own anddoes not have a majority of equity ownership in the VIEs.We conduct our operations primarily through(i)our PRC subsidiaries and(ii)the VIEs,with which we maintain contractual agreements.Our value-ad
60、ded telecommunication services and certain financial services in the PRC have beenconducted through the applicable VIEs in order to comply with the PRC laws and regulations,which restrict and impose conditions on foreign directinvestment in companies involved in the provision of value-added telecomm
61、unication services and certain financial service.Accordingly,we operatethese businesses in China through the applicable VIEs,and rely on contractual arrangements among our PRC subsidiaries,the VIEs and theirshareholders to direct activities of the VIEs that most significantly affect the economic per
62、formance of the VIEs and receive economic benefits fromthe VIEs that could be significant to the VIEs.The VIEs collectively held 22.2%of our cash,cash equivalents and restricted cash and 9.9%of our total assets as of December 31,2022.Revenues contributed by the VIEs,excluding inter-group transaction
63、s,accounted for 1.4%,1.2%and 0.8%of our total net revenues for the fiscalyears 2020,2021 and 2022,respectively.The VIEs and their subsidiaries are the operators of Beike and Lianjia mobile apps and websites and thelicense holders to provide the value-added telecommunication services on these platfor
64、ms.To enhance the experience of the customers,agents orother business partners on our platform,we offer certain complementary services through our platform,such as online payment services,and theVIEs and their subsidiaries also hold relevant licenses and permits for these services.Some of our key do
65、main names,including ,areregistered under the VIEs.The VIEs and their subsidiaries also owned approximately 3%,5%and 11%of our issued patents,registered trademarksand copyrights to software programs,respectively,as of December 31,2022.Therefore,the VIEs and their subsidiaries hold certain intellectu
66、alproperties and licenses that are critical to the availability of technologies and workforce supporting our operations and services we provide on theBeike platform.At the same time,the employees under the VIEs and their subsidiaries were less than 1%of the total workforce as of December 31,2022.As
67、used in this annual report,“Beike,”“we,”“us,”“our company”or“our”refers to KE Holdings Inc.,its subsidiaries,and,in the context ofdescribing the consolidated financial information,the VIEs and their subsidiaries in China.Investors in our ADSs thus are not purchasing equityinterest in the VIEs in Chi
68、na but instead are purchasing equity interest in KE Holdings Inc.,a Cayman Islands holding company.This VIE structureinvolves unique risks to investors,and investors may never directly hold equity interests in the Chinese operating company.See“Item 3.KeyInformationD.Risk FactorsRisks Related to Our
69、Corporate Structure.”Table of Contents5A series of contractual agreements,including power of attorney,exclusive business cooperation agreements,equity pledge agreements,exclusive option agreements and spouse consent letters,have been entered into by and among our WFOEs,the VIEs and their respectives
70、hareholders.We depend on these contractual arrangements to provide our subsidiaries with a“controlling financial interest”in the VIEs,as definedin FASB ASC 810,making them the primary beneficiaries of the VIEs.Terms contained in each set of contractual arrangements with the VIEs andtheir respective
71、shareholders are substantially similar,which enable us to(i)direct activities of the VIEs that most significantly affect the economicperformance of the VIEs;(ii)receive economic benefits from the VIEs that could be significant to the VIEs;(iii)have the pledge right over theequity interests in the VI
72、Es as the pledgee;and(iv)have an exclusive option to purchase all or part of the equity interests in and assets of the VIEswhen and to the extent permitted by PRC law.As advised by our PRC legal counsel,Han Kun Law Offices,subject to the disclosure in this annualreport,the terms of the contractual a
73、greements are valid,binding and enforceable under the PRC laws and regulations currently in effect.Accordingly,we are considered the primary beneficiaries of the VIEs for accounting purposes and have consolidated the VIEs financial results ofoperations,assets and liabilities in our consolidated fina
74、ncial statements in accordance with U.S.GAAP.However,neither KE Holdings Inc.nor itsinvestors have an equity ownership in,direct foreign investment in,or control through such ownership or investment of,the VIEs(except for BeikeTianjians 30%shareholding in Beijing Lianjia),and the VIE contractual arr
75、angements are not equivalent to an equity ownership in the business ofthe VIEs.As of the date of this annual report,the contracts with the VIEs have not been tested in a court of law.For more details of these contractualarrangements,see“Item 4.Information on the CompanyC.Organizational StructureCont
76、ractual Arrangements with the VIEs and TheirShareholders.”Table of Contents6The following diagram illustrates our corporate structure,including our principal subsidiaries,principal VIEs and their principalsubsidiaries,and other entities that are material to our business,as of the date of this annual
77、 report:Notes:Table of Contents7(1)The registered shareholders of Beijing Lianjia are(i)Mrs.ZUO,Mr.SHAN Yigang,Mr.XU Wangang and entities controlled by Mr.PENGYongdong or Mr.SHAN Yigang,holding 57%equity interests in aggregate(ii)Beike Tianjin,holding 30%equity interests;and(iii)severalother individ
78、uals and entities associated with us,holding 13%equity interests in aggregate.Mrs.ZUO is the spouse of Mr.ZUO Hui,ourfounder and permanent chairman emeritus,and a principal shareholder of us.Each of Mr.PENG Yongdong,Mr.SHAN Yigang and Mr.XUWangang is our director.The registered shareholders of Tianj
79、in Xiaowu are Mrs.ZUO and Mr.SHAN Yigang,holding 94%and 6%equityinterests,respectively.The registered shareholders of Yiju Taihe are(i)Beijing Lianjia,holding 80%equity interests;(ii)Mrs.ZUO,Mr.SHANYigang,Mr.XU Wangang and entities controlled by Mrs.ZUO or Mr.SHAN Yigang,holding 17%equity interests
80、in aggregate and(iii)several other individuals and entities associated with us,holding 3%equity interests in aggregate.The registered shareholders of Beijing Beijiaare(i)Mr.PENG Yongdong and Mr.XU Tao,holding 50%equity interests in aggregate and(ii)several other individuals associated with us,holdin
81、g 50%equity interests in aggregate.The registered shareholders of Beijing Beihao are(i)Mr.XU Wangang,holding 4%equity interests;and(ii)several other individuals affiliated with us,holding 96%equity interests in aggregate.(2)Beijing Zhongrongxin Financing Guarantee Co.,Ltd.owns 95%of the total equity
82、 interest,and Beijing Zhonghetai Investment Consulting Co.,Ltd.,a wholly-owned subsidiary of Yiju Taihe,owns the remaining 5%.(3)Shenzhen Fangjianghu Technology Co.,Ltd.,Chengdu Fangjianghu Information Technology Co.,Ltd.,Tianjin Lianjia Fangjianghu TechnologyCo.,Ltd.,Zhengzhou Fangjianghu Informati
83、on Technology Co.,Ltd.,Xian Fangjianghu Information Technology Co.,Ltd.and WuhanFangjianghu Information Technology Co.,Ltd.(4)Beijing Fangyuan Real Estate Consulting Services Co.,Ltd.,Beijing Lianjia Gaoce Real Estate Brokerage Co.,Ltd.,Shanghai Deyou PropertyConsulting Co.,Ltd.,Shenzhen Lianjia Rea
84、l Estate Brokerage Co.,Ltd.and Sichuan Lianjia Real Estate Brokerage Co.,Ltd.Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.Investors may not directly holdequity interests in the VIEs or in the businesses that are conducted by the VIEs,and the
85、VIE structure provides contractual exposure to foreigninvestment in the companies which involve foreign investment restrictions.If the PRC government finds that the agreements that establish thestructure for operating our business do not comply with PRC laws and regulations,or if these regulations o
86、r their interpretations change in the future,we could be subject to severe penalties or be forced to relinquish our interests in those operations.This may result in the VIEs being deconsolidated,which would materially and adversely affect our operations,and our ADSs may decline significantly in valu
87、e or become worthless.Our holdingcompany,our PRC subsidiaries,the VIEs,and investors of our company face uncertainty about potential future actions by the PRC government thatcould affect the enforceability of the contractual arrangements with the VIEs and,consequently,significantly affect the financ
88、ial performance of theVIEs and our company as a whole.The PRC regulatory authorities could disallow the VIE structure,which would likely result in a material adversechange in our operations,and our Class A ordinary shares or our ADSs may decline significantly in value or become worthless.The contrac
89、tualarrangements may not be as effective as direct ownership in providing us with control over the VIEs,the shareholders of the VIEs may havepotential conflicts of interest with us,and we may incur substantial costs to enforce the terms of the arrangements.As such,the VIE structureinvolves unique ri
90、sks to investors of our holding company.For a detailed description of the risks associated with our corporate structure,please referto risks disclosed under“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate Structure.”We face various risks and uncertainties related to doing business
91、 in China that could result in a material change in our operations.Ourbusiness operations are primarily conducted in China,and we are subject to complex and evolving PRC laws and regulations.For example,we facerisks associated with regulatory approvals on offshore offerings and listings,anti-monopol
92、y regulatory actions,and oversight on cybersecurity anddata privacy.PRC governments authority in regulating our operations and its oversight and control over offerings and listings conducted overseasby,and foreign investment in,China-based issuers could significantly limit or completely hinder our a
93、bility to offer or continue to offer securities toinvestors.Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or be worthless.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in China.”Ta
94、ble of Contents8For example,the PRC Data Security Law and the PRC Personal Information Protection Law promulgated in 2021 posed additionalchallenges to our cybersecurity and data privacy compliance.The Cybersecurity Review Measures issued by the Cyberspace Administration ofChina,or the CAC and sever
95、al other PRC governmental authorities in December 2021,as well as the draft Regulations on the Administration ofCyber Data Security(Draft for Comments),or the Draft Regulations on Cyber Data Security,published by the CAC for public comments inNovember 2021,exposes uncertainties and potential additio
96、nal restrictions on China-based overseas-listed companies like us.If the detailed rules,implementations,or the enacted version of the draft measures mandate clearance of cybersecurity review and other specific actions to be completedby us,we face uncertainties as to whether such clearance can be tim
97、ely obtained,the failure of which may subject us to penalties,which couldmaterially and adversely affect our business and results of operations and the price of our ADSs.See“Item 3.Key InformationRisk FactorsRisks Related to Our Business and IndustryOur business generates and processes a large amoun
98、t of data and is subject to various evolving PRClaws and regulations regarding cybersecurity and data privacy.Failure of cybersecurity and data privacy concerns could subject us to significantreputational,financial,legal and operational consequences,and deter current and potential customers from usi
99、ng our services”for additional details.In addition,on February 17,2023,the China Securities Regulatory Commission,or the CSRC,issued the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the Overseas Listing Regulations,and five supporting guidelines,w
100、hichbecame effective on March 31,2023.Pursuant to the Overseas Listing Regulations,PRC domestic companies that directly or indirectly seek to offeror list their securities on an overseas stock exchange,including a PRC company limited by shares and an offshore company whose main businessoperations ar
101、e in mainland China and intends to offer securities or be listed on an overseas stock exchange based on its onshore equities,assets,incomes or similar interests,are required to file with the CSRC within three business days after submitting their application documents to theregulator in the place of
102、intended listing or offering.Particularly,as for the PRC domestic companies that have directly or indirectly listed securitiesin overseas markets intend to conduct follow-on offerings in overseas markets,such companies are required to submit the filing with respect to thefollow-on offering within th
103、ree business days after completion of the follow-on offering.Failure to complete the filing under the Overseas ListingRegulations,concealing any material fact or falsifying any major content in its filing documents may subject the company to administrativepenalties,such as order to rectify,warnings,
104、fines.Its controlling shareholders,actual controllers,direct officers-in-charge and other direct personnel-in-charge may also be subject to administrative penalties,such as warnings and fines.At the press conference held by the CSRC on February 17,2023 for the Overseas Listing Regulations,officials
105、from the CSRC confirmed that the companies in mainland China that have been listed overseasbefore March 31,2023 are not required to file with the CSRC immediately,but these companies should complete filing with the CSRC for theirrefinancing activities and future offerings in accordance with the Over
106、seas Listing Regulations.Based on the foregoing,as of the date of this annualreport,we are not required to complete filing with the CSRC for our listing on the NYSE and the Hong Kong Stock Exchange,but we may be subjectto the filing requirements for our future capital raising activities and security
107、 offerings under the Overseas Listing Regulations.As the OverseasListing Regulations was newly promulgated,there remain substantial uncertainties about how the Overseas Listing Regulations will be interpreted orimplemented and how they will affect our operations and future overseas offerings.We cann
108、ot assure you that we will be able to complete such filingin a timely manner and fully comply with such regulations to maintain the listing status of our ADSs and/or other securities,or to conduct anysecurities offerings in the future.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Bu
109、siness in ChinaThe PRCgovernments oversight and discretion over our business operations could result in a material adverse change in our operations and the value of oursecurities.”Furthermore,the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and
110、strengthened the enforcement under these laws and regulations.There remain uncertainties as to how the laws,regulations and guidelines recentlypromulgated will be implemented and whether these laws,regulations and guidelines will have a material impact on our business,financialcondition,results of o
111、perations and prospects.We cannot assure you that our business operations comply with such regulations and authoritiesrequirements in all respects.If any non-compliance is raised by relevant authorities and determined against us,we may be subject to fines and otherpenalties.See“Item 3.Key Informatio
112、nD.Risk FactorsRisks Related to Our Business and IndustryAny failure or perceived failure by us tocomply with the anti-monopoly and competition laws and regulations in the PRC may result in governmental investigations,enforcement actions,litigation or claims against us and could have an adverse effe
113、ct on business,reputation,results of operations and financial condition.”Risks and uncertainties arising from the legal system in China,including risks and uncertainties regarding that the rules and regulations inChina can change quickly with little advance notice and that the Chinese government may
114、 intervene or influence our operations at any time,couldresult in a material adverse change in our operations and the value of our ADSs.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaUncertainties with respect to the PRC legal system could materially
115、 and adversely affect us.”Table of Contents9These risks could result in a material adverse change in our operations and the value of our ADSs,significantly limit or completely hinderour ability to continue to offer securities to investors,or cause the value of such securities to significantly declin
116、e or be worthless.For a detaileddescription of risks related to doing business in China,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in China.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our business primarily through our subsidiaries and the
117、 VIEs and their subsidiaries in China.Our operations in China aregoverned by PRC laws and regulations.In addition to the Business License issued by the relevant department of the State Administration for MarketRegulation for each of our PRC subsidiaries and the VIEs and their subsidiaries,the releva
118、nt PRC subsidiaries and the VIEs and their subsidiariesare required to obtain,and have obtained the following requisite permissions for their main operations:the Filings for Real Estate BrokerageBusiness,the Operating License for Value-Added Telecommunication Business,the Qualification Certificate o
119、f Construction Enterprise,theQualification Certificate of Construction Project Design,the Safety Production License,the License for Non-Financial Institution Payment Service,the Approval for Establishment of Micro Credit Company,the License for Financing Guarantee Business,the License for Insurance
120、BrokerageBusiness,the Approval for Commercial Factoring Business and Filing on Commercial Franchising.Apart from the permits and licenses above,we may be subject to additional licensing requirements for our business operation due to theuncertainties of interpretation and implementation of relevant l
121、aws and regulations and the enforcement practice by relevant government authorities.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Business and IndustryIf we fail to obtain or keep licenses,permits orapprovals applicable to the various services provided by us,we may incur significant f
122、inancial penalties and other government sanctions”for moredetails.Furthermore,in connection with our issuance of securities to foreign investors,as of the date of this annual report,neither we,our PRCsubsidiaries,nor the VIEs or their subsidiaries have received any formal inquiry,notice,warning or s
123、anction from the CSRC,the CAC or any PRCgovernmental authorities in connection with requirements of obtaining prior approval or permission for our historical issuance to foreign investors.Our PRC legal counsel,Han Kun Law Offices,has advised us that,based on their understanding of the currently effe
124、ctive PRC laws and regulationsas of the date of this annual report,we are not required to obtain any prior approval or permission from the CSRC,the CAC or any other PRCgovernmental authorities for our historical offshore offerings to foreign investors.However,our PRC legal counsel has further advise
125、d us that thereremains some uncertainty as to how relevant rules published by the CSRC and the CAC will be interpreted or implemented,and its opinionssummarized above are subject to any new laws,rules and regulations or detailed implementations and interpretations in any form.We cannot assureyou tha
126、t relevant PRC governmental authorities,including the CSRC and the CAC,would reach the same conclusion as our PRC legal counsel,andhence,we may face regulatory actions or other sanctions from them.Besides,the PRC government has enhanced its oversight over offerings that areconducted overseas and/or
127、foreign investment in China-based issuers like us,and published a series of new rules in this regard,the interpretation andimplementation of which remains uncertain.Therefore,there are substantial uncertainties as to whether we will be able to complete filing with theCSRC or will be required to obta
128、in any specific regulatory approvals from the CAC or any other PRC governmental authorities for our futureoffshore offerings.If we had inadvertently concluded that such approvals were not required,or if applicable laws,regulations or interpretationschange in a way that requires us to obtain such app
129、roval in the future,we may be unable to obtain such necessary approvals in a timely manner,or atall,and such approvals may be rescinded even if obtained.Any such circumstance could subject us to penalties,including fines,suspension ofbusiness and revocation of required licenses,significantly limit o
130、r completely hinder our ability to continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.See“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaFilings,approvals or other administration requirements of the CSR
131、C,the CAC or other PRC governmental authorities may berequired in connection with our future offshore offerings under PRC law”and“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaThe PRC governments oversight and discretion over our business operations could result in a mat
132、erial adverse change in ouroperations and the value of our securities”for more details.Table of Contents10The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the Securities and Exchange Commission of the UnitedStates,or the SEC,deter
133、mines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspectionsby the Public Company Accounting Oversight Board,or the PCAOB,for two consecutive years,the SEC will prohibit our shares or the ADSs frombeing traded on a national securities
134、exchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOBissued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accountingfirms headquartered in mainland China and Hong Kong,i
135、ncluding our auditor.In May 2022,the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31,2021.OnDecember 15,2022,the PCAOB issued a report that vacated its December 16,2021 determin
136、ation and removed mainland China and Hong Kongfrom the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.For this reason,we do notexpect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report
137、on Form 20-F.Each year,the PCAOBwill determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among other jurisdictions.IfPCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland
138、 China and HongKong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filedwith the SEC,we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the rel
139、evant fiscalyear.There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were soidentified for two consecutive years,we would become subject to the prohibition on trading under the HFCAA.For more details,see“Item 3.KeyInformati
140、onD.Risk FactorsRisks Related to Doing Business in ChinaThe PCAOB had historically been unable to inspect our auditor inrelation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor in the pasthas deprived our investors wit
141、h the benefits of such inspections”and“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Businessin ChinaOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delist
142、ing of the ADSs,or the threat of their being delisted,may materially and adversely affectthe value of your investment.”Cash Flows Through Our OrganizationKE Holdings Inc.,our Cayman Islands holding company,or the Parent,transfers cash to our wholly-owned Hong Kong subsidiaries(through intermediate h
143、olding companies in the Cayman Islands and the British Virgin Islands),by making capital contributions or providing loans,and our Hong Kong subsidiaries transfer cash to our PRC subsidiaries by making capital contributions or providing loans to them.The Parent and its subsidiaries generally transfer
144、 cash to the VIEs by loans or by making payment to the VIEs for inter-group transactions.The Parent may transfer cash to one of the VIEs,Beijing Lianjia,by making capital contributions through intermediate holding companies in theCayman Islands and the British Virgin Islands and our Hong Kong and PR
145、C subsidiaries.The following table sets forth the amount of the transfers for the periods presented.Years Ended December 31,2020 2021 2022(RMB in thousands)Loans from Parent to Cayman,BVI,and Hong Kong subsidiaries(1)38,818,154 4,581,814 (5,267,047)Capital contributions from Hong Kong subsidiaries t
146、o PRC subsidiaries(2)538,439 300,000 Loans from Hong Kong subsidiaries to PRC subsidiaries(2)5,619,185 9,332,778 4,096,214Net amounts paid/(received)by subsidiaries to/(from)VIEs(3)(1,664,566)240,243 191,090Transfer of intangible asset(advertising resources)from Parent to subsidiaries(4)2,036,154 No
147、tes:(1)Represents the“Investments in and loans to subsidiaries and VIEs”of the Parent as in the condensed consolidating schedule of cash flow data.Table of Contents11(2)The items“Capital contributions from Hong Kong subsidiaries to PRC subsidiaries”and“Loans from Hong Kong subsidiaries to PRCsubsidi
148、aries”include the following:Cash flows from Hong Kong subsidiaries(included in the“Other Subsidiaries”column)to primary beneficiary of VIEs which are includedin“Proceeds and loans from Parent and other Group companies”of primary beneficiary of VIEs in the consolidating schedules;andCash flows from H
149、ong Kong subsidiaries to other PRC subsidiaries,which represent cash flows between entities all within the“OtherSubsidiaries”column and are thus eliminated in the presentation of the consolidating schedules.(3)Represents the“Operating cash flow from the Group companies”of the VIEs plus“Proceeds and
150、loans from Parent and other Group companies”of the VIEs in the condensed consolidating schedule of cash flow data.The cash flows between the subsidiaries and the VIEs included thefollowing:Cash paid by the subsidiaries to the VIEs for financial platform and other financial related services provided
151、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;andIntercompany advances from equity-owned subsidiaries to the VIEs,and repayment of intercompany advances by the VIEs.(4)The“Transfe
152、r of intangible asset(advertising resources)from Parent to subsidiaries”is a non-cash transaction and the related disposal gain wasrecorded in the“Income from the Group companies”line of the Parent for the year ended December 31,2020,and the unrealized profitsoriginated from this transaction is elim
153、inated and explained in Note 3 to the condensed consolidating schedule.”The cash received from loans and payment for acquiring the subsidiaries were used by the VIEs for returning the onshore capital topreferred shareholders in connection with the reorganization.Other funds have been used by the VIE
154、s for their operations.As of December 31,2022,the Parent had made cumulative capital contribution of RMB4,064 million and provided cumulative loans ofRMB28,846 million to our PRC subsidiaries through intermediate holding companies.The VIEs may transfer cash to the relevant WFOEs by paying service fe
155、es according to the exclusive business cooperation agreements.Pursuant to these agreements between each of the VIEs and its corresponding WFOEs,each of the VIEs agrees to pay the relevant WFOE forservices related to comprehensive technical support,professional training,consulting and marketing and p
156、romotional services at an amount based on100%of the balance of the gross consolidated profits of each VIE after offsetting the accumulated losses for the preceding financial years anddeducting the working capital,expenses,taxes and other statutory contributions required for any financial year,or the
157、 amount determined by theWFOE in accordance with the terms of the agreements.Considering the future operating and cashflow needs of the VIEs,for the years endedDecember 31,2020,2021 and 2022,no service fees were charged to the VIEs by the WFOEs,and no payments were made by the VIEs under theseagreem
158、ents.If there is any amount payable to relevant WFOEs under the VIE agreements,the VIEs will settle the amount accordingly.For the years ended December 31,2020,2021 and 2022,no dividends or distributions were made to the Parent by our subsidiaries.For theyears ended December 31,2020,2021 and 2022,no
159、 dividends or distributions were made to U.S.investors.Table of Contents12For purposes of illustration,the following discussion reflects the hypothetical taxes that might be required to be paid within MainlandChina,assuming that:(i)we have taxable earnings,and(ii)we determine to pay a dividend in th
160、e future:Taxation Scenario(1)Statutory Tax and Standard Rates Hypothetical pre-tax earnings(2)100%Tax on earnings at statutory rate of 25%(3)(25)%Net earnings available for distribution 75%Withholding tax at standard rate of 10%(4)(7.5)%Net distribution to Parent/Shareholders 67.5%Notes:(1)For purpo
161、ses of this example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount,not considering timingdifferences,is assumed to equal taxable income in China.(2)Under the terms of VIE agreements,our PRC subsidiaries may charge the VIEs for services provided to VIEs.These fe
162、es shall be recognized asexpenses of the VIEs,with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation.For income taxpurposes,our PRC subsidiaries and VIEs file income tax returns on a separate company basis.The fees paid are recognized as a tax deductionb
163、y the VIEs and as income by our PRC subsidiaries and are tax neutral.(3)Certain of our subsidiaries and VIEs qualifies for a 15%preferential income tax rate in China.However,such rate is subject to qualification,istemporary in nature,and may not be available in a future period when distributions are
164、 paid.For purposes of this hypothetical example,the tableabove reflects a maximum tax scenario under which the full statutory rate would be effective.(4)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10%on dividends distributed by a foreign invested enterprise,orFIE,to its imm
165、ediate holding company outside of China.A lower withholding income tax rate of 5%is applied if the FIEs immediate holdingcompany is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China,subject to a qualification review at thetime of the distribution.For purpos
166、es of this hypothetical example,the table above assumes a maximum tax scenario under which the fullwithholding tax would be applied.The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries undertax neutral contractual arr
167、angements.If,in the future,the accumulated earnings of the VIEs exceed the fees paid to our PRC subsidiaries(or if thecurrent and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese taxauthorities),the VIEs could,as a matter of l
168、ast resort,make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash inthe VIEs.This would result in such transfer being non-deductible expenses for the VIEs but still taxable income for the PRC subsidiaries.Such atransfer and the related tax burdens would reduce ou
169、r after-tax income to approximately 50.6%of the pre-tax income.Our management believes thatthere is only a remote possibility that this scenario would happen.Table of Contents13As KE Holdings Inc.is a Cayman Islands holding company with no material operations of its own,its ability to pay dividends
170、dependsupon dividends paid by our PRC subsidiaries.Our PRC subsidiaries in turn generate income from their own operations,and in addition enjoy alleconomic benefit and may receive service fees from the VIEs pursuant to the exclusive business cooperation agreement with the VIEs.If our existingPRC sub
171、sidiaries or any newly formed ones incur debt on their own behalf in the future,the instruments governing their debt may restrict theirability to distribute earnings or pay dividends to us.Under PRC law,each of our subsidiaries and the VIEs in China is required to set aside at least10%of its after-t
172、ax profits each year,if any,to fund certain statutory reserve funds until such reserve funds reach 50%of its registered capital.Inaddition,each of our subsidiaries and the VIEs in China may allocate a portion of its after-tax profits based on PRC accounting standards to a surplusfund at its discreti
173、on.The statutory reserve funds and the discretionary funds are not distributable as cash dividends.Remittance of dividends by awholly foreign-owned company out of China is subject to examination by the banks designated by the State Administration of Foreign Exchange,orSAFE,and declaration and paymen
174、t of withholding tax.Additionally,if our PRC subsidiaries and the VIEs incur debt on their own behalf in thefuture,the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us.Our PRC subsidiaries havenot paid dividends and will not be able to pa
175、y dividends until it generates accumulated profits and meets the requirements for statutory reserve funds.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaPRC regulation of loans to and directinvestment in PRC entities by offshore holding companies may
176、 delay us from using the proceeds of our offshore offerings to make loans oradditional capital contributions to our PRC subsidiaries and to make loans to the VIEs,which could materially and adversely affect our liquidity andour ability to fund and expand our business”and“Item 3.Key InformationD.Risk
177、 FactorsRisks Related to Doing Business in ChinaGovernmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.”Except these regulatory requirements,there are not any other statutory restrictions and limitations on our ab
178、ility to distribute earnings from our PRCsubsidiaries to the parent company and U.S.investors or the ability of the VIEs to settle amounts owned under the VIE agreements.Table of Contents14Financial Information Related to the VIEsThe following table presents the condensed consolidating schedule of b
179、alance sheet data for the Parent,our wholly owned subsidiaries thatare primary beneficiary of VIEs,VIEs(inclusive of the VIEs subsidiaries)and other consolidated subsidiaries(“Other Subsidiaries”)as of the datespresented.As of December 31,2022 Primary OtherBeneficiaryParentSubsidiariesof VIEsVIEsEli
180、minationsConsolidated(RMB in thousands)Cash and cash equivalents 12,818 15,797,420 1,728,975 1,873,989 19,413,202Restricted cash 2,374,274 3,806,783 6,181,057Short-term investments 7,372,995 27,665,330 447,583 35,485,908Accounts receivable,net 4,139,648 23,374 4,163,022Amount due from the Group comp
181、anies(1)1,226,906 52,614,073 46,617,540 3,041,482 (103,500,001)Other current assets 13,927 3,736,853 38,028 1,392,678 5,181,486Total current assets 8,626,646 106,327,598 48,384,543 10,585,889 (103,500,001)70,424,675Investment in subsidiaries(2)56,064,739 14,562,240 (70,626,979)Net assets of VIEs(2)3
182、,716,231 3,716,231 3,716,231 (11,148,693)Long-term investments 516,873 16,908,780 500,000 17,925,653Right-of-use assets 11,283,997 73 11,284,070Intangible assets,net(3)2,528,006 33,786 (874,816)1,686,976Other non-current assets 7,869,570 156,403 8,025,973Total non-current assets 60,297,843 42,306,58
183、4 18,778,471 190,262 (82,650,488)38,922,672TOTAL ASSETS 68,924,489 148,634,182 67,163,014 10,776,151 (186,150,489)109,347,347Accounts payable 5,780,411 62,910 5,843,321Employee compensation and welfare payable 8,978,638 386,874 9,365,512Customer deposits payable 1,279,725 2,915,103 4,194,828Amount d
184、ue to the Group companies(1)50,885,928 49,181,431 3,432,642 (103,500,001)Other current liabilities 4,129 13,662,471 14,468 256,589 13,937,657Total current liabilities 4,129 80,587,173 49,195,899 7,054,118 (103,500,001)33,341,318Deferred tax liabilities 346,703 4,483 351,186Operating lease liabilitie
185、s 6,599,907 23 6,599,930Deficit in subsidiaries(2)1,186,172 (1,186,172)Other non-current liabilities 475 475Total non-current liabilities 8,133,257 4,506 (1,186,172)6,951,591TOTAL LIABILITIES 4,129 88,720,430 49,195,899 7,058,624 (104,686,173)40,292,909TOTAL KE HOLDINGS INC.SHAREHOLDERS EQUITY(DEFIC
186、IT)68,920,360 59,780,970 17,967,115 3,716,231 (81,464,316)68,920,360Non-controlling interests 132,782 1,296 134,078TOTAL SHAREHOLDERS EQUITY(DEFICIT)68,920,360 59,913,752 17,967,115 3,717,527 (81,464,316)69,054,438TOTAL LIABILITIES ANDSHAREHOLDERS EQUITY(DEFICIT)68,924,489 148,634,182 67,163,014 10,
187、776,151 (186,150,489)109,347,347Table of Contents15 As of December 31,2021 Primary OtherBeneficiary Parent Subsidiaries of VIEs VIEs Eliminations Consolidated(RMB in thousands)Cash and cash equivalents 55,235 12,254,154 5,671,331 2,465,384 20,446,104Restricted cash 868,862 5,417,243 6,286,105Short-t
188、erm investments 81,906 26,406,831 2,589,120 324,804 29,402,661Accounts receivable,net 9,299,766 25,186 9,324,952Amount due from the Group companies(1)1,997,867 39,562,161 25,522,236 2,805,071 (69,887,335)Other current assets 55,320 3,152,387 640 1,258,185 4,466,532Total current assets 2,190,328 91,5
189、44,161 33,783,327 12,295,873 (69,887,335)69,926,354Investment in subsidiaries(2)58,668,755 14,691,222 (73,359,977)Net assets of VIEs(2)3,620,309 3,620,309 3,620,309 (10,860,927)Long-term investments 2,527,253 14,149,543 361,375 17,038,171Right-of-use assets 7,230,689 13,522 7,244,211Intangible asset
190、s,net(3)2,231,564 40,754 (1,131,045)1,141,273Other non-current assets 4,769,324 3,716 195,816 4,968,856Total non-current assets 64,816,317 32,001,429 18,315,247 611,467 (85,351,949)30,392,511TOTAL ASSETS 67,006,645 123,545,590 52,098,574 12,907,340 (155,239,284)100,318,865Accounts payable 5,946,929
191、61,836 6,008,765Employee compensation and welfare payable 9,429,532 404,715 9,834,247Customer deposits payable 774,120 3,407,217 4,181,337Amount due to the Group companies(1)30,325,174 34,746,136 4,816,025 (69,887,335)Other current liabilities 32,669 8,221,055 68,725 589,339 8,911,788Total current l
192、iabilities 32,669 54,696,810 34,814,861 9,279,132 (69,887,335)28,936,137Deferred tax liabilities 18,437 4,483 22,920Operating lease liabilities 4,299,518 3,416 4,302,934Deficit in subsidiaries(2)2,160,146 (2,160,146)Other non-current liabilities 1,381 1,381Total non-current liabilities 6,479,482 7,8
193、99 (2,160,146)4,327,235TOTAL LIABILITIES 32,669 61,176,292 34,814,861 9,287,031 (72,047,481)33,263,372TOTAL KE HOLDINGS INC.SHAREHOLDERS EQUITY(DEFICIT)66,973,976 62,289,064 17,283,713 3,619,026 (83,191,803)66,973,976Non-controlling interests 80,234 1,283 81,517TOTAL SHAREHOLDERS EQUITY(DEFICIT)66,9
194、73,976 62,369,298 17,283,713 3,620,309 (83,191,803)67,055,493TOTAL LIABILITIES ANDSHAREHOLDERS EQUITY(DEFICIT)67,006,645 123,545,590 52,098,574 12,907,340 (155,239,284)100,318,865Table of Contents16The following table presents the condensed consolidating schedule of results of operations for the VIE
195、s and other entities for the periodspresented.For the Year ended December 31,2022PrimaryOtherBeneficiary Parent Subsidiaries of VIEs VIEs Eliminations Consolidated(RMB in thousands)Net revenues from third parties 60,198,215 470,564 60,668,779Net revenues from the Group companies(4)54,483 183,146(237
196、,629)Total net revenues 60,252,698 653,710 (237,629)60,668,779Cost of revenues-third parties (46,649,250)(238,782)(46,888,032)Cost of revenues Group companies(4)(12,949)(50,456)63,405 Total cost of revenues (46,662,199)(289,238)63,405 (46,888,032)Gross profit 13,590,499 364,472 (174,224)13,780,747Op
197、erating expenses(3)(4)(140,148)(14,497,841)(40,530)(292,567)357,433 (14,613,653)Others 93,988 1,082,864 124,698 62,041 (238,395)1,125,196Income from the Group companies(3)Share of income(loss)of subsidiaries(2)(1,436,950)80,452 (130,097)1,486,595 Income(loss)of the VIEs(2)97,036 97,036 97,036 (291,1
198、08)Income(loss)before income tax benefit(expense)(1,386,074)353,010 51,107 133,946 1,140,301 292,290Income tax benefit(expense)(1,648,935)(3,716)(36,923)(1,689,574)Net income(loss)(1,386,074)(1,295,925)47,391 97,023 1,140,301 (1,397,284)Net loss(income)attributable to noncontrolling interestsshareho
199、lders 11,197 13 11,210Net income(loss)attributable to KE Holdings Inc.(1,386,074)(1,284,728)47,391 97,036 1,140,301 (1,386,074)For the Year ended December 31,2021 Primary OtherBeneficiary of ParentSubsidiariesVIEsVIEsEliminationsConsolidated(RMB in thousands)Net revenues from third parties 79,805,55
200、6 946,883 80,752,439Net revenues from the Group companies(4)399,217 184,717 (583,934)Total net revenues 80,204,773 1,131,600 (583,934)80,752,439Cost of revenues-third parties (64,503,389)(429,635)(64,933,024)Cost of revenues Group companies(4)(16,547)(189,293)205,840 Total cost of revenues (64,519,9
201、36)(618,928)205,840 (64,933,024)Gross profit 15,684,837 512,672 (378,094)15,819,415Operating expenses(3)(4)(92,393)(17,101,568)(3)(643,533)663,218 (17,174,279)Others 316,844 1,865,693 168,328 117,122 27,603 2,495,590Share of income(loss)of subsidiaries(2)(696,144)99,204 1,048,228 (451,288)Income(los
202、s)of the VIEs(2)(52,436)(52,436)(52,436)157,308 Income(loss)before income tax benefit(expense)(524,129)495,730 1,164,117 (13,739)18,747 1,140,726Income tax benefit(expense)(1,557,553)(69,121)(38,818)(1,665,492)Net income(loss)(524,129)(1,061,823)1,094,996 (52,557)18,747 (524,766)Net loss(income)attr
203、ibutable to noncontrolling interestsshareholders 516 121 637Net income(loss)attributable to KE Holdings Inc.(524,129)(1,061,307)1,094,996 (52,436)18,747 (524,129)Table of Contents17 For the Year ended December 31,2020PrimaryOtherBeneficiary Parent Subsidiaries of VIEs VIEs Eliminations Consolidated(
204、RMB in thousands)Net revenues from third parties 69,460,679 1,020,299 70,480,978Net revenues from the Group companies(4)237,173 187,299(424,472)Total net revenues 69,697,852 1,207,598 (424,472)70,480,978Cost of revenues-third parties (53,339,682)(281,439)(53,621,121)Cost of revenues Group companies(
205、4)(191,365)(209,074)400,439 Total cost of revenues (53,531,047)(490,513)400,439 (53,621,121)Gross profit 16,166,805 717,085 (24,033)16,859,857Operating expenses(3)(4)(203,686)(13,740,554)(646)(378,111)304,949 (14,018,048)Others 161,577 960,121 108,187 315,425 1,545,310Income from the Group companies
206、(3)756,812 (756,812)Share of income(loss)of subsidiaries(2)1,448,649 16,556 3,194,343 (4,659,548)Income(loss)of the VIEs(2)614,240 614,240 614,240 (1,842,720)Income(loss)before income tax benefit(expense)2,777,592 4,017,168 3,916,124 654,399 (6,978,164)4,387,119Income tax benefit(expense)(1,477,635)
207、(90,985)(40,176)(1,608,796)Net income(loss)2,777,592 2,539,533 3,825,139 614,223 (6,978,164)2,778,323Net loss(income)attributable to noncontrollinginterests shareholders (748)17 (731)Net income(loss)attributable to KE Holdings Inc.2,777,592 2,538,785 3,825,139 614,240 (6,978,164)2,777,592Table of Co
208、ntents18The following table presents condensed consolidating schedule of cash flow data for the VIEs and other entities for the years endedpresented.For the Year ended December 312022PrimaryOtherBeneficiary of Parent Subsidiaries VIEs VIEs Eliminations Consolidated(RMB in thousands)Cash flows from o
209、perating activities:Operating cash flow from third parties 949,542 (949,542)Operating cash flow from the Group companies(4)(58,875)9,115,656 (8,185)(587,842)8,460,754Net cash provided by(used in)operating activities (58,875)10,065,198 (8,185)(1,537,384)8,460,754Cash flows from investing activities:P
210、urchases of short-term investments (5,869,466)(39,658,233)(1,389,897)(46,917,596)Maturities of short-term investments 284,156 47,818,976 2,589,828 1,644,207 52,337,167Cash paid for business combination,net of cash acquired (3,147,760)(3,147,760)Purchases of property,equipment and intangible assets (
211、788,219)(4,813)(793,032)Investments in and loans to subsidiaries and VIEs(2)5,267,047 (636,012)(6,660,010)2,028,975 Loans to related parties (50,124)(50,124)Repayments of loans from related parties 19,515 19,515Financing receivables originated (6,977)(11,522,614)(11,529,591)Collections of financing
212、receivables principal 46,977 11,509,224 11,556,201Purchases of long-term investments (196,695)(10,915,167)(2,241,491)(50,797)(13,404,150)Other investing activities 1,863,698 (148,131)1,741,491 (43)3,457,015Net cash provided by(used in)investing activities 1,348,740 (7,465,155)(4,570,182)185,267 2,02
213、8,975 (8,472,355)Cash flows from financing activities:Proceeds and loans from Parent and other Group companies(2)2,048,501 636,012 (655,538)(2,028,975)Proceeds from shortterm borrowings 759,000 759,000Repayments of shortterm borrowings (400,000)(400,000)Proceeds from funding debts 133,400 133,400Rep
214、ayments of funding debts (327,600)(327,600)Repurchases of ordinary shares (1,319,796)(1,319,796)Other financing activities 3 3Net cash provided by(used in)financing activities (1,319,793)2,407,501 636,012 (849,738)(2,028,975)(1,154,993)Effect of exchange rate change on cash,cash equivalentsand restr
215、icted cash (12,489)41,133 28,644Net increase(decrease)in cash,cash equivalents andrestricted cash (42,417)5,048,677 (3,942,355)(2,201,855)(1,137,950)Cash,cash equivalents and restricted cash at the beginningof the year 55,235 13,123,016 5,671,331 7,882,627 26,732,209Cash,cash equivalents and restric
216、ted cash at the end of theyear 12,818 18,171,693 1,728,976 5,680,772 25,594,259Table of Contents19 For the Year ended December 312021PrimaryOtherBeneficiary of Parent Subsidiaries VIEs VIEs Eliminations Consolidated(RMB in thousands)Cash flows from operating activities:Operating cash flow from third
217、 parties(10,302)5,554,526 2,961(1,952,063)3,595,122Operating cash flow from the Group companies(4)(347,163)347,163 Net cash provided by(used in)operating activities (10,302)5,207,363 2,961 (1,604,900)3,595,122Cash flows from investing activities:Purchases of short-term investments (4,756,634)(35,872
218、,756)(2,450,000)(4,775,300)(47,854,690)Maturities of short-term investments 8,682,468 21,774,553 1,970,470 5,551,500 37,978,991Cash paid for business combination,net of cash acquired (21,842)(21,842)Purchases of property,equipment and intangible assets (1,419,401)(10,576)(1,429,977)Investments in an
219、d loans to subsidiaries and VIEs(2)(4,581,814)1,112,757 765,526 2,703,531 Loans to related parties (28,100)(28,100)Repayments of loans from related parties 21,690 21,690Financing receivables originated (70,478)(32,895,707)(32,966,185)Collections of financing receivables principal 109,238 36,169,780
220、36,279,018Purchases of long-term investments (3,243,210)(14,640,921)(255,369)(18,139,500)Other investing activities 715,957 595,711 (34,948)(199)1,276,521Net cash provided by(used in)investing activities (3,183,233)(28,439,549)251,048 3,784,129 2,703,531 (24,884,074)Cash flows from financing activit
221、ies:Proceeds and loans from Parent and other Group companies(2)3,923,208 (1,112,757)(106,920)(2,703,531)Proceeds from shortterm borrowings 260,000 260,000Proceeds from funding debts 507,543 507,543Repayments of funding debts (1,840,853)(1,840,853)Other financing activities 7 (870)(863)Net cash provi
222、ded by(used in)financing activities 7 4,182,338 (1,112,757)(1,440,230)(2,703,531)(1,074,173)Effect of exchange rate change on cash,cash equivalentsand restricted cash (12,822)(443,407)14,088 (442,141)Net increase(decrease)in cash,cash equivalents andrestricted cash (3,206,350)(19,493,255)(844,660)73
223、8,999 (22,805,266)Cash,cash equivalents and restricted cash at the beginningof the year 3,261,585 32,616,271 6,515,991 7,143,628 49,537,475Cash,cash equivalents and restricted cash at the end of theyear 55,235 13,123,016 5,671,331 7,882,627 26,732,209Table of Contents20 For the Year ended December 3
224、12020PrimaryOtherBeneficiary of Parent Subsidiaries VIEs VIEs Eliminations Consolidated(RMB in thousands)Cash flows from operating activities:Operating cash flow from third parties(72,175)9,907,895 53,998(527,769)9,361,949Operating cash flow from the Group companies(4)1,664,566 (1,664,566)Net cash p
225、rovided by(used in)operating activities (72,175)11,572,461 53,998 (2,192,335)9,361,949Cash flows from investing activities:Purchases of short-term investments (13,152,338)(28,487,954)(3,500,000)(7,825,781)(52,966,073)Maturities of short-term investments 9,295,994 20,670,203 1,512,368 8,289,079 39,76
226、7,644Cash paid for business combination,net of cashacquired (10,800)(10,800)Purchases of property,equipment and intangible assets (887,002)(887,002)Investments in and loans to subsidiaries and VIEs(2)(38,818,154)10,975,112 16,148,167 11,694,875 Loans to related parties (29,953)(29,953)Repayments of
227、loans from related parties 2,151 1,909,500 1,911,651Financing receivables originated (3,625,817)(33,551,045)(37,176,862)Collections of financing receivables principal 612,361 34,772,082 35,384,443Purchases of long-term investments (996,123)(996,123)Other investing activities 195,361 10,082 (179,986)
228、25,457Net cash provided by(used in)investing activities (42,674,498)(1,582,461)14,170,617 3,413,849 11,694,875 (14,977,618)Cash flows from financing activities:Cash transferred from subsidiaries to parent companyfor Reorganization 2,351,587(2,351,587)Proceeds and loans from Parent and other Groupcom
229、panies(2)22,669,987 (10,975,112)(11,694,875)Ordinary shares issued upon IPO,net of issuance costs 16,345,822 16,345,822Ordinary shares issued upon follow-on public offering,net of issuance costs 15,284,283 15,284,283Proceeds from shortterm borrowings 250,000 250,000Repayments of short-term borrowing
230、s (970,000)(970,000)Proceeds from funding debts 3,260,988 3,260,988Repayments of funding debts (4,032,701)(4,032,701)Proceeds from long-term borrowings 42,040 42,040Repayments of long-term borrowings (4,528,725)(4,528,725)Other financing activities 169,915 (335,237)(80,135)(245,457)Net cash provided
231、 by(used in)financing activities 34,151,607 15,496,478 (10,975,112)(1,571,848)(11,694,875)25,406,250Effect of exchange rate change on cash,cashequivalents and restricted cash (668,623)(1,517,097)2,038 (2,183,682)Net increase(decrease)in cash,cash equivalentsand restricted cash (9,263,689)23,969,381
232、3,251,541 (350,334)17,606,899Cash,cash equivalents and restricted cash at thebeginning of the year 12,525,274 8,646,891 3,264,450 7,493,961 31,930,576Cash,cash equivalents and restricted cash at theend of the year 3,261,585 32,616,272 6,515,991 7,143,627 49,537,475Notes:(1)Represents the intercompan
233、y balances among Parent,the Primary Beneficiary of VIEs,Other Subsidiaries,and VIEs,and the elimination amongthem.Table of Contents21(2)Represents the investment in and loans to the Primary Beneficiary of VIEs and Other Subsidiaries by the Parent,and intercompany loans amongthe Primary Beneficiary o
234、f VIEs,Other Subsidiaries,and VIEs,and the elimination among them,and share of income(loss)of subsidiaries andVIEs under the equity method of accounting.The Parent transfers cash to its wholly-owned Hong Kong subsidiaries by making capitalcontributions or providing loans,and the Hong Kong subsidiari
235、es transfer cash to the Primary Beneficiary of VIEs and other PRC subsidiariesby making capital contributions or providing loans to them.The Primary Beneficiary of VIEs also have intercompany loans with OtherSubsidiaries and certain VIEs as part of our cash management program.(3)Represents the inter
236、company transfer of intangible asset(advertising resources)from Parent to subsidiaries in 2020,transfer of a trademark fromVIE to subsidiaries in 2018,the adjustment of amortization in relation to these intangible assets,and the elimination of gain recognized in thistransaction.(4)Represents interco
237、mpany sales of services eliminated at the consolidation level,including payment platform,referral and other services providedby VIEs to Other Subsidiaries,and technical support services provided by Other Subsidiaries to VIEs.Set forth below is the table showing the movement of investment in subsidia
238、ries and VIEs in the Parents financial statements as of and forthe years ended December 31,2020,2021 and 2022.Investment in subsidiaries and net assets of VIEs(RMB in thousands)January 1,2020 16,630,877Share of income of subsidiaries 1,448,649Income of VIEs 614,240Share-based compensation costs incu
239、rred on behalf of subsidiaries and VIEs 2,252,589Capital repatriation in connection with the Reorganization(2,351,587)Capital injection to subsidiaries 38,867,338Ordinary shares issued to fund a subsidiarys acquisition 605,395Share of other changes in the capital accounts of subsidiaries and VIEs(51
240、,228)Foreign currency translation(980,672)December 31,2020 57,035,601Share of loss of subsidiaries (696,144)Loss of VIEs (52,436)Share-based compensation costs incurred on behalf of subsidiaries and VIEs 1,537,995Capital injection to subsidiaries 4,581,814Foreign currency translation (117,766)Decemb
241、er 31,2021 62,289,064Share of loss of subsidiaries (1,436,950)Income of VIEs 97,036Share-based compensation costs incurred on behalf of subsidiaries and VIEs 2,425,249Cash received from subsidiaries(5,267,047)Foreign currency translation 1,673,618December 31,2022 59,780,970Table of Contents22A.Selec
242、ted Financial DataThe following selected consolidated statements of operations for the years ended December 31,2020,2021 and 2022,selected consolidatedbalance sheet data as of December 31,2021 and 2022,and selected consolidated cash flow data for the years ended December 31,2020,2021 and2022 have be
243、en derived from our audited consolidated financial statements included elsewhere in this annual report beginning on page F-1.Theselected consolidated statements of operations for the year ended December 31,2018 and 2019,selected consolidated balance sheet data as ofDecember 31,2018,2019 and 2020,and
244、 selected consolidated cash flow data for the year ended December 31,2018 and 2019 have been derivedfrom our audited consolidated financial statements not included in this annual report.Our consolidated financial statements are prepared andpresented in accordance with accounting principles generally
245、 accepted in the United States of America,or U.S.GAAP.Our historical results are notnecessarily indicative of results expected for future periods.You should read this“Selected Financial Data”section together with our consolidatedfinancial statements and the related notes and“Item 5.Operating and Fin
246、ancial Review and Prospects”included elsewhere in this annual report.For the Year Ended December 31,200212022 RMB RMB RMB RMB RMB US$(in thousands,except for share and per share data)Net revenues:Existing home transaction services 20,154,642 24,568,508 30,564,584 31,947,953 24,123,703 3,4
247、97,608New home transaction services 7,471,924 20,273,860 37,937,886 46,472,378 28,650,374 4,153,914Home renovation and furnishing 108,960 197,452 5,046,627 731,692Emerging and other services 1,019,933 1,172,538 1,869,548 2,134,656 2,848,075 412,932Total net revenues 28,646,499 46,014,906 70,480,978
248、80,752,439 60,668,779 8,796,146Cost of revenues:Commission split (1,393,167)(11,154,698)(24,724,603)(31,633,827)(20,499,632)(2,972,167)Commission and compensation internal (15,767,582)(19,444,127)(23,318,664)(26,303,507)(17,853,694)(2,588,542)Cost of home renovation and furnishing (127,901)(195,869)
249、(3,562,068)(516,451)Cost related to stores (3,400,545)(3,078,672)(3,206,601)(3,809,757)(3,346,436)(485,188)Others(1)(1,215,229)(1,069,365)(2,243,352)(2,990,064)(1,626,202)(235,776)Total cost of revenues(21,776,523)(34,746,862)(53,621,121)(64,933,024)(46,888,032)(6,798,124)Gross profit 6,869,976 11,2
250、68,044 16,859,857 15,819,415 13,780,747 1,998,022Sales and marketing expenses(1)(2,489,692)(3,105,899)(3,715,278)(4,309,116)(4,573,382)(663,078)General and administrative expenses(1)(4,927,367)(8,376,531)(7,588,809)(8,924,470)(7,346,665)(1,065,167)Research and development expenses(1)(670,922)(1,571,
251、154)(2,477,911)(3,193,988)(2,545,549)(369,070)Others 718,940 509,776 1,309,260 1,748,885 977,139 141,672Income(loss)before income tax benefit(expense)(499,065)(1,275,764)4,387,119 1,140,726 292,290 42,379Income tax benefit(expense)71,384(904,363)(1,608,796)(1,665,492)(1,689,574)(244,965)Net income(l
252、oss)(427,681)(2,180,127)2,778,323(524,766)(1,397,284)(202,586)Weighted average number of ordinary shares used in computing net income(loss)pershare,basic and diluted Basic 1,362,565,880 1,378,235,522 2,226,264,859 3,549,121,628 3,569,179,079 3,569,179,079Diluted 1,362,565,880 1,378,235,522 2,267,330
253、,891 3,549,121,628 3,569,179,079 3,569,179,079Net income(loss)per share attributable to ordinary shareholders Basic (1.75)(2.94)0.32(0.15)(0.39)(0.06)Diluted (1.75)(2.94)0.32(0.15)(0.39)(0.06)Note:(1)Share-based compensation expenses were allocated as follows:For the Year Ended December 31,201820192
254、02020212022 RMB RMB RMB RMB RMB US$(in thousands)Cost of revenues 511,637 406,131 356,844 51,738Sales and marketing expenses 77,574 110,446 121,396 17,601General and administrative expenses 382,196 2,955,590 1,131,335 595,732 1,659,755 240,641Research and development expenses 532,043 425,978 287,254
255、 41,648Total 382,196 2,955,590 2,252,589 1,538,287 2,425,249 351,628Table of Contents23The following table presents our selected consolidated balance sheet data as of the dates indicated:As of December 31,200212022 RMB RMB RMB RMB RMB US$(in thousands)Selected consolidated Balance Sheet D
256、ata Cash and cash equivalents 9,115,649 24,319,332 40,969,979 20,446,104 19,413,202 2,814,650Total current assets 27,374,784 51,912,486 87,539,101 69,926,354 70,424,675 10,210,618Total non-current assets 11,491,480 15,352,826 16,756,435 30,392,511 38,922,672 5,643,257Total assets 38,866,264 67,265,3
257、12 104,295,536 100,318,865 109,347,347 15,853,875Total current liabilities 20,572,881 27,797,675 33,633,346 28,936,137 33,341,318 4,834,038Total non-current liabilities 3,434,843 7,932,045 3,869,674 4,327,235 6,951,591 1,007,886Total liabilities 24,007,724 35,729,720 37,503,020 33,263,372 40,292,909
258、 5,841,924The following table presents our selected consolidated cash flow data for the periods indicated:For the Year Ended December 31,200212022 RMB RMB RMB RMB RMB US$(in thousands)Selected Consolidated Cash Flow Data Net cash provided by operating activities 3,216,797 112,626 9,361,94
259、9 3,595,122 8,460,754 1,226,695Net cash provided by(used in)investing activities 2,609,149(3,873,722)(14,977,618)(24,884,074)(8,472,355)(1,228,376)Net cash provided by(used in)financing activities (1,282,408)23,026,396 25,406,250(1,074,173)(1,154,993)(167,459)Effect of exchange rate change on cash,c
260、ash equivalents and restricted cash 416(94,922)(2,183,682)(442,141)28,644 4,153Net increase(decrease)in cash,cash equivalents and restricted cash 4,543,954 19,170,378 17,606,899(22,805,266)(1,137,950)(164,987)Cash,cash equivalents and restricted cash at the beginning of the year 8,216,244 12,760,198
261、 31,930,576 49,537,475 26,732,209 3,875,806Cash,cash equivalents and restricted cash at the end of the year 12,760,198 31,930,576 49,537,475 26,732,209 25,594,259 3,710,819Contribution MarginWe also review contribution margin to measure segment profitability.The table below sets forth the contributi
262、on margin for each of ourbusiness lines for the periods indicated.For the Year Ended December 31,200212022 RMBRMB RMBRMB RMB US$(in thousands,except for percentages)Contribution(existing home transactionservices)7,731,846 9,554,244 12,499,133 11,824,452 9,612,865 1,393,735Contribution mar
263、gin(existing hometransaction services)38.4%38.9%40.9%37.0%39.8%39.8%Contribution(new home transaction services)3,027,822 4,918,700 8,149,925 8,947,138 6,764,354 980,739Contribution margin(new home transactionservices)40.5%24.3%21.5%19.3%23.6%23.6%Contribution(home renovation and furnishing)(18,941)1
264、,583 1,484,559 215,241 Contribution margin(home renovation andfurnishing)(17.4)%0.8%29.4%29.4%Contribution(emerging and other services)726,082 943,137 1,679,693 1,846,063 891,607 129,271 Contribution margin(emerging and otherservices)71.2%80.4%89.8%86.5%31.3%31.3%We define contribution for each serv
265、ice line as the revenue less the direct compensation to our internal agents and sales professionals,andsplit commission to connected agents and other sales channels for such services.We define contribution margin as a percentage of contributionbearing to revenue.Table of Contents24The following tabl
266、e presents the calculation to arrive at contribution from net revenues,for each of the periods indicated:For the Year Ended December 31,20182019 20202021 2022 RMBRMB RMBRMB RMB US$(in thousands)Existing home transaction services Net revenues 20,154,642 24,568,508 30,564,584 31,947,953 24,123,703 3,4
267、97,608Less:Commission and compensation (12,422,796)(15,014,264)(18,065,451)(20,123,501)(14,510,838)(2,103,873)Contribution 7,731,846 9,554,244 12,499,133 11,824,452 9,612,865 1,393,735New home transaction services Net revenues 7,471,924 20,273,860 37,937,886 46,472,378 28,650,374 4,153,914Less:Commi
268、ssion and compensation (4,444,102)(15,355,160)(29,787,961)(37,525,240)(21,886,020)(3,173,175)Contribution 3,027,822 4,918,700 8,149,925 8,947,138 6,764,354 980,739Home renovation and furnishingNet revenues 108,960 197,452 5,046,627 731,692Less:Commission and compensation (127,901)(195,869)(3,562,068
269、)(516,451)Contribution (18,941)1,583 1,484,559 215,241Emerging and other services Net revenues 1,019,933 1,172,538 1,869,548 2,134,656 2,848,075 412,932Less:Commission and compensation (293,851)(229,401)(189,855)(288,593)(1,956,468)(283,661)Contribution 726,082 943,137 1,679,693 1,846,063 891,607 12
270、9,271Contribution margin demonstrates the margin that we generate after costs directly attributable to the respective revenue streams,includingexisting home transaction services,new home transaction services,home renovation and furnishing,and emerging and other services.The costs andexpenses related
271、 to the platform infrastructure building and enhancement,including cost related to our Lianjia stores and the development cost of ourtechnological platform,which are not directly attributable to the respective revenue streams,are not deducted from revenue when calculatingcontribution.B.Capitalizatio
272、n and IndebtednessNot applicable.C.Reasons for the Offer and Use ofProceedsNot applicable.D.Risk FactorsSummary of Risk FactorsAn investment in our ADSs involves significant risks.Below is a summary of material risks we face,organized under relevant headings.These risks are discussed more fully in I
273、tem 3.Key InformationD.Risk Factors.Risks Related to Our Business and IndustryOur business is susceptible to fluctuations in Chinas general economic conditions and housing related industry.Our business is subject to government regulations and policies guiding Chinas economy in general and,specifical
274、ly,on existing andnew home sales and home rentals.If we are unable to continue to provide satisfactory experience to customers,our business and reputation may be materially andadversely affected.Table of Contents25We may not succeed in continuing to maintain,protect and strengthen our brands,and any
275、 negative publicity about us,our business,our management,our business partners or the housing related industry in general may materially and adversely affect our reputation,business,results of operations and growth.If our platform is unable to continue to offer comprehensive authentic property listi
276、ngs,our business,financial condition and results ofoperations could be materially and adversely affected.We have a limited operating history under our platform business model,and our historical growth and performance may not beindicative of our future growth and financial results.Any failure or perc
277、eived failure by us to comply with the anti-monopoly and competition laws and regulations in the PRC may result ingovernmental investigations,enforcement actions,litigation or claims against us and could have an adverse effect on business,reputation,results of operations and financial condition.Our
278、business generates and processes a large amount of data and is subject to various evolving PRC laws and regulations regardingcybersecurity and data privacy.Failure of cybersecurity and data privacy concerns could subject us to significant reputational,financial,legal and operational consequences,and
279、 deter current and potential customers from using our services.Our business may continue to be materially and adversely affected by the effects of the COVID-19 pandemic in China.We cannot guarantee that our monetization strategies will be successfully implemented or generate sustainable revenues and
280、 profit.We have incurred net losses in the past,and we may not be able to remain profitable or increase profitability in the future.Risks Related to Our Corporate StructureKE Holdings Inc.is not an operating company in China but a Cayman Islands holding company with no material operations of its own
281、and does not have a majority of equity ownership in the VIEs.We conduct our operations primarily through(i)our PRC subsidiariesand(ii)the VIEs,with which we maintain contractual agreements.Investors in our ADSs thus are not purchasing equity interest in theVIEs in China but instead are purchasing eq
282、uity interest in KE Holdings Inc.,a Cayman Islands holding company.If the PRCgovernment finds that the agreements that establish the structure for operating our business do not comply with PRC laws andregulations,or if these regulations or their interpretations change in the future,we could be subje
283、ct to severe penalties or be forced torelinquish our interests in those operations.Our holding company in the Cayman Islands,the VIEs and investors of our company faceuncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements
284、with the VIEs and,consequently,significantly affect the financial performance of the VIEs and our company as a group.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureIf the PRC government finds that the agreements thatestablish the structure for operating some of our o
285、perations in China do not comply with PRC regulations relating to the relevantindustries,or if these regulations or the interpretation of existing regulations change in the future,we could be subject to severepenalties or be forced to relinquish our interests in those operations.”We rely on contract
286、ual arrangements with the VIEs and their shareholders to direct activities of the VIEs that most significantly affectthe economic performance of the VIEs and receive economic benefits from the VIEs that could be significant to the VIEs,which maynot be as effective as direct ownership in providing op
287、erational control.See“Item 3.Key InformationD.Risk FactorsRisksRelated to Our Corporate StructureWe rely on contractual arrangements with the VIEs and their shareholders to exercise control overa portion of our business,which may not be as effective as direct ownership in providing operational contr
288、ol.”Any failure by the VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have amaterial and adverse effect on part of our business.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our CorporateStructureAny failure by the VIEs or their
289、shareholders to perform their obligations under our contractual arrangements with themwould have a material and adverse effect on part of our business.”Table of Contents26Risks Related to Doing Business in ChinaChanges in Chinas economic,political or social conditions or government policies could ha
290、ve a material adverse effect on ourbusiness and operations.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaChanges inChinas economic,political or social conditions or government policies could have a material adverse effect on our business andoperations.”Uncertainties
291、 with respect to the PRC legal system could materially and adversely affect us.Rules and regulations in China can changequickly with little advance notice.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaUncertainties with respect to the PRC legal system could material
292、ly and adversely affect us.”The PRC governments oversight and discretion over our business operations could result in a material adverse change in ouroperations and the value of our securities.The Chinese government may intervene or influence our operations at any time,or may exertmore control over
293、offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a materialchange in our operations and/or the value of our securities.See“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaThe PRC governments oversight and discretion over o
294、ur business operations could result in a material adversechange in our operations and the value of our securities.”Filings,approvals or other administration requirements of the CSRC,the CAC or other PRC governmental authorities may be requiredin connection with our future offshore offerings under PR
295、C law.Any actions by the Chinese government to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the val
296、ue of such securities to significantlydecline or be worthless.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaFilings,approvals or other administration requirements of the CSRC,the CAC or other PRC governmental authorities may be required inconnection with our future
297、offshore offerings under PRC law.”The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statementsand the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections.Se
298、e“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaThe PCAOB had historically been unable toinspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conductinspections over our auditor in the past has depr
299、ived our investors with the benefits of such inspections.”Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,ma
300、y materially andadversely affect the value of your investment.In May 2022,in connection with its implementation of the HFCAA,the SECconclusively named our company as a“Commission-Identified Issuer”following the filing of our companys 2021 Form 20-F with theSEC on April 19,2022.On December 15,2022,th
301、e PCAOB removed mainland China and Hong Kong from the list of jurisdictionswhere it is unable to inspect or investigate completely registered public accounting firms.For this reason,we do not expect to beidentified as a Commission-Identified Issuer under the HFCAA after we file this annual report on
302、 Form 20-F for the fiscal year endedDecember 31,2022.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaOur ADSs may beprohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigatecompletely auditors located i
303、n China.The delisting of the ADSs,or the threat of their being delisted,may materially and adverselyaffect the value of your investment.”You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions against us or ourdirectors and officers named
304、 in the annual report based on foreign laws.Substantially all of our officers and directors are located inChina,and it will be more difficult to enforce liabilities and enforce judgments on those individuals.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaYou may expe
305、rience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions against us or our directors and officers named in the annual report based on foreignlaws.”Table of Contents27Risks Related to Our Shares and ADSsThe trading price of the ADSs and Class A ordinar
306、y shares may be volatile,which could result in substantial losses to investors.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing anychange of control transactions that holders of our Class A ordinary shares and ADSs may v
307、iew as beneficial.Risks Related to Our Business and IndustryOur business is susceptible to fluctuations in Chinas general economic conditions and housing related industry.Our business depends substantially on the general economic conditions of China.Changes in international,regional or domestic econ
308、omicconditions,rising interest rates,fiscal or political uncertainty,policy adjustments,market volatility,disruption to the global capital or credit markets,or the public perception that any of these events is likely to occur may have a negative impact on the housing related industry in the PRC,whic
309、h inturn will have material and adverse effects on us.See also“Our business is sensitive to economic conditions.A severe or prolonged downturn inthe global or Chinese economy could materially and adversely affect our business,financial condition and operating results.”Meanwhile,we are also susceptib
310、le to market conditions of Chinas housing related industry,where we primarily conduct our business.Chinas residential real estate industry is volatile and fluctuated in recent years in terms of housing transaction volume and prices.Fluctuations ofChinas housing related industry are caused by economi
311、c,social,political and other factors outside our control.Any prolonged slowdown in Chinaseconomy,which leads to a decline or fluctuation in the housing related industry,may materially and adversely affect our business,financialcondition and results of operations.Furthermore,there may be situations w
312、here Chinas housing related industry becomes over-heated,and ourplatform becomes less appealing to customers,brokerage brands,stores and agents and other business partners,which could potentially adverselyaffect our business of facilitating housing transactions and services.In addition,our home reno
313、vation and furnishing business could also be adverselyaffected by Chinas general economic conditions and fluctuations in housing related industry.Our business is subject to government regulations and policies guiding Chinas economy in general and,specifically,on existing and new homesales and home r
314、entals.The housing related industry in China is also subject to government regulations and policies.The PRC government has in recent yearsannounced a series of measures aimed to stabilize the growth of the PRC economy and specific sectors,including the housing related industry,to amore sustainable l
315、evel.Moves in regulations and policies on the housing related industry were more often made during the times when the housingprices are increasing overwhelmingly,in line with the central governments principle that“housing is for living in,not for speculation,”which wasclearly emphasized in the Outli
316、ne of the 14th Five-Year Plan for National Economic and Social Development and the Long-Range ObjectivesThrough the Year 2035 for the Peoples Republic of China,or the 14th Five-year Plan.The 14th Five-year Plan was formulated in October 2020 andapproved by the National Peoples Congress of the PRC,in
317、 March 2021.With the implementation of the 14th Five-Year Plan,the PRC governmental authorities have taken steps to strengthen the regulation of thereal estate industry,including by promulgating new regulations and policies on the housing related industry aiming at achieving dynamic balancebetween d
318、emand and supply in the housing related industry,regulating speculative housing investment,and promoting social stabilization andwelfare.For instance,in response to the highly volatile housing prices starting from the fourth quarter of 2020,the Ministry of Housing and Urban-Rural Development of the
319、PRC,or the MOHURD,jointly with other seven PRC regulatory authorities,issued the Notice on ContinuousImprovement and Regulation of the Real Estate Market Order on July 13,2021,which aimed to strengthen the rectification of improper or illegalbehaviors in real estate development,sales and leasing of
320、properties,and property services by ways including,among others,rectifications ofpublishing false information of properties and illegal advertisements,which reflected the PRC regulatory authorities focus on stabilization and long-term healthy growth of the housing related industry.Table of Contents2
321、8On October 23,2021,the National Peoples Congress of the PRC authorized the State Council of the PRC to launch a five-year pilotproperty tax reform program in selected regions where the owners of residential and non-residential properties(excluding rural households)will berequired to pay property ta
322、x.The State Council of the PRC has the discretion in deciding where and how the property tax will be implemented andadministrated.We believe the pilot property tax reform program will also contribute to a healthier,more stable development of Chinas housingrelated industry and the formulation of a lo
323、ng-term mechanism for growth.At the municipal level,many municipal governments have issued market control policies targeting at,among other things,restoring orstrengthening restrictions on residential property speculation and tightening credit policy.In particular,during the times when the housing p
324、rices wereincreasing significantly,central and local government authorities introduced the policies to specifically stabilize the housing related industry,including limiting the maximum amount of monthly mortgages and the maximum amount of total monthly debt service payments of an individualborrower
325、;imposing a value-added tax on the sales proceeds for second-hand transfers subject to the length of holding period and type of properties;increasing the minimum amount and percentage of down payment of the purchase price of the residential property of a family;tightening theavailability of individu
326、al housing loans in the housing related industry to individuals and their family members with more than one residentialproperties;imposing a 20.0%individual income tax on the gain from the sale of second-hand properties;limiting the availability of individualhousing provident fund loans for the purc
327、hase of second(or more)residential properties by employees and their family members;mandating thebanks to contain their balance of all real estate loans and balance of all individual housing loans under a certain capped percentage of the totalbalance of all Renminbi loans provided by the bank;and pu
328、blishing reference sale prices for existing home sales at different regions in a city.In2021,the housing authorities of several cities,such as Beijing and Shanghai,issued notices on enhancing comprehensive management on housingrelated industry or agents with respect to advertising,sale of real estat
329、e properties,and financing for housing transactions.These measures haveaffected the growth rate of the housing related industry,and some have dissuaded potential purchasers from making purchases,causing a decline intransaction volumes and average selling prices in both existing home sales and new ho
330、me sales in 2021.Specifically,certain measures regulating theconduct of real estate developers have a particular impact on the transaction volumes and prices of new home sales.The measures in turn not onlyhave caused reduction in our customers demand for our platform services,but also prevented real
331、 estate developers from raising the capital theyneed,increased their costs to start new projects,and changed the sales and marketing strategy of the developers in a way that reduces their demandfor our platform services.Since the end of 2021,in response to a slowdown in the real estate industry,PRC
332、government has made various efforts to stabilize thehousing industry and some local government authorities have selectively eased certain restrictions for the purchase of residential properties.Since thesecond half of 2022,PRC government also made targeted efforts to promote housing delivery and to
333、resolve financing risks for real estatedevelopers.Efforts include reducing the interest rate on individual housing loans for the purchase of the first residential property by an individualborrower,increasing the availability of individual housing provident fund loans for the purchase of residential properties by certain employees andtheir family members,and providing tax subsidies for the purchase