0000950103-24-018043.txt : 20241220 0000950103-24-018043.hdr.sgml : 20241220 20241220062622 ACCESSION NUMBER: 0000950103-24-018043 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20241220 DATE AS OF CHANGE: 20241220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KE Holdings Inc. CENTRAL INDEX KEY: 0001809587 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91629 FILM NUMBER: 241565039 BUSINESS ADDRESS: STREET 1: ORIENTAL ELECTRONIC TECHNOLOGY BUILDING STREET 2: NO. 2 CHUANGYE ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100086 BUSINESS PHONE: 861058104689 MAIL ADDRESS: STREET 1: ORIENTAL ELECTRONIC TECHNOLOGY BUILDING STREET 2: NO. 2 CHUANGYE ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tencent Holdings Ltd CENTRAL INDEX KEY: 0001293451 ORGANIZATION NAME: International Corp Fin IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: ROOM 3506, 35TH FLOOR STREET 2: TOWER 2, LIPPO CENTRE CITY: ADMIRALTY STATE: K3 ZIP: 00000 BUSINESS PHONE: 86-755-86013388 MAIL ADDRESS: STREET 1: ROOM 3506, 35TH FLOOR STREET 2: TOWER 2, LIPPO CENTRE CITY: ADMIRALTY STATE: K3 ZIP: 00000 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001193125-20-227782 0001293451 XXXXXXXX LIVE 2 Class A Ordinary Shares, par value US$0.00002 per share 12/19/2024 false 0001809587 482497104 KE Holdings Inc.
ORIENTAL ELECTRONIC TECHNOLOGY BUILDING NO. 2 CHUANGYE ROAD, HAIDIAN DISTRICT BEIJING F4 100086
Tencent Holdings Limited 852 3148 5100 Level 29, Three Pacific Place No. 1 Queen's Road East Wanchai K3 HKG 0001293451 N Tencent Holdings Limited WC N E9 335155345.00 0.00 335155345.00 0.00 335155345.00 N 9.6 CO 0001970157 N Tencent Mobility Ltd AF N K3 245499801.00 0.00 245499801.00 0.00 245499801.00 N 7.1 CO Class A Ordinary Shares, par value US$0.00002 per share KE Holdings Inc. ORIENTAL ELECTRONIC TECHNOLOGY BUILDING NO. 2 CHUANGYE ROAD, HAIDIAN DISTRICT BEIJING F4 100086 This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 16, 2022 (as amended to date, the "Schedule 13D"), relating to the Class A ordinary shares, par value US$0.00002 per share (the "Class A Ordinary Shares"), and American depositary shares, each representing three Class A Ordinary Shares ("ADSs"), of KE Holdings Inc., a limited liability company organized and existing under the laws of the Cayman Islands (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows: Attached in Exhibit 99.A as Schedule A, and incorporated herein by reference, is information concerning each director and executive officer of the Reporting Persons (collectively, the "Related Persons"), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. (d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Please see Item 2(a) above. Please see Item 2(a) above. Item 4 of the Schedule D is hereby amended and supplemented by adding the following before the sub-title named "General" in this Item: On December 19, 2024, Parallel Galaxy Investment Limited effected a distribution of an aggregate of 26,315,790 ADSs representing 78,947,370 Class A Ordinary Shares of the Issuer to its limited partners on a pro rata basis for no consideration. One of its limited partners and an affiliate of Tencent, TPP Opportunity I Holding B Limited ("TPP I SPV"), received 8,771,930 ADSs representing 26,315,790 Class A Ordinary Shares upon the completion of such distribution-in-kind. On December 19, 2024, TPP I SPV further distributed an aggregate of its 4,385,965 ADSs representing 13,157,895 Class A Ordinary Shares of the Issuer received as part of the distribution to its partners on a pro rata basis for no consideration. One of its partners and an affiliate of Tencent, TPP Opportunity GP I, Ltd. ("TPP I GP"), received 172,065 ADSs representing 516,195 Class A Ordinary Shares upon the completion of such distribution-in-kind. Upon the completion of aforesaid distributions, TPP Fund I SPV held an aggregate of 4,385,965 ADSs, representing 13,157,895 Class A Ordinary Shares of the Issuer. On December 19, 2024, Parallel Stellar Investment Limited ("Parallel Stellar") effected a distribution of an aggregate of 33,625,443 Class A Ordinary Shares of the Issuer to its limited partners on a pro rata basis for no consideration. One of its limited partners and an affiliate of Tencent, TPP Fund II Holding B Limited ("TPP II SPV"), received 23,211,957 Class A Ordinary Shares, upon the completion of the distribution-in-kind. Upon the completion of the aforesaid distribution, Parallel Stellar held an aggregate of 2 Class A Ordinary Shares of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows. (a) - (b) Items 7 through 11 and 13 of each of the cover page of the Schedule 13D for the Reporting Persons are incorporated herein by reference. As of the date hereof: Tencent Mobility may be deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 245,499,801 Class A Ordinary Shares held of record by Tencent Mobility, representing 7.1% of the total issued and outstanding Class A Ordinary Shares; and Tencent is the parent company of Tencent Mobility. In addition, Parallel Stellar, TPP I SPV, TPP I GP, TPP II SPV, Morespark and Sunshine Peak are beneficially owned and controlled by Tencent. Tencent may be deemed to beneficially own, and deemed to have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 2 Class A Ordinary Shares held of record by Parallel Stellar, 13,157,895 Class A Ordinary Shares represented by 4,385,965 ADSs held of record by TPP I SPV, 516,195 Class A Ordinary Shares represented by 172,065 ADSs held of record by TPP I GP, 23,211,957 Class A Ordinary Shares held of record by TPP II SPV, 49,169,495 Class A Ordinary Shares held of record by Morespark and 3,600,000 Class A Ordinary Shares represented by 1,200,000 ADSs held of record by Sunshine Peak. As such, Tencent may deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of an aggregate of 335,155,345 Class A Ordinary Shares held of record by Tencent Mobility, Parallel Stellar, TPP I SPV, TPP I GP, TPP II SPV, Morespark and Sunshine Peak, representing 9.6% of the total issued and outstanding Class A Ordinary Shares. The beneficial ownership percentage above is calculated based on 3,479,616,986 Class A ordinary shares of the Issuer issued and outstanding as of December 12, 2024, as disclosed in the current report on Form 6-K furnished to the United States Securities and Exchange Commission (the "SEC") by the Issuer on December 16, 2024. To the knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Class A Ordinary Shares. Please see Item 5(a) above. Except as described in Item 4, during the past 60 days, none of the Reporting Persons or to the best knowledge of the Reporting Persons, the Related Persons has effected any transactions in the Class A Ordinary Shares. Except as set forth in the Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons. Not applicable. Item 7 of the Schedule 13D is hereby amended to include the following: Exhibit 99.A: Schedule A Tencent Holdings Limited /s/ Ma Huateng Ma Huateng, Director 12/20/2024 Tencent Mobility Ltd /s/ Ma Huateng Ma Huateng, Director 12/20/2024 EX-99.A 2 dp222343_ex99a.htm EXHIBIT 99A

 

Exhibit 99.A

 

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

 

Directors and Executive Officers of Tencent Holdings Limited

 

The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.

 

Name 

Present Principal Employment 

Citizenship 

Directors:    
Ma Huateng Chairman of the Board and Executive Director People’s Republic of China
Jacobus Petrus (Koos) Bekker Non-Executive Director Republic of South Africa
Charles St Leger Searle Non-Executive Director Republic of South Africa
Li Dong Sheng Independent Non-Executive Director People’s Republic of China
Ian Charles Stone Independent Non-Executive Director United Kingdom of Great Britain and Northern Ireland
Yang Siu Shun Independent Non-Executive Director People’s Republic of China (Hong Kong SAR)
Ke Yang Independent Non-Executive Director People’s Republic of China
Zhang Xiulan Independent Non-Executive Director People’s Republic of China
Executive officers:    
Ma Huateng Chief Executive Officer People’s Republic of China
Lau Chi Ping Martin President People’s Republic of China (Hong Kong SAR)
Xu Chenye Chief Information Officer People’s Republic of China
Ren Yuxin Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group People’s Republic of China
James Gordon Mitchell Chief Strategy Officer and Senior Executive Vice President United Kingdom of Great Britain and Northern Ireland
John Shek Hon Lo Chief Financial Officer and Senior Vice President People’s Republic of China (Hong Kong SAR)

 

 

Directors and Executive Officers of Tencent Mobility Limited

 

The names of the directors and the names and titles of the executive officers of Tencent Mobility Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Mobility Limited.

 

Name       Present Principal Employment   Citizenship

Directors:

 

  

 

      

 

Ma Huateng   Director       People’s Republic of China
Charles St Leger Searle   Director       Republic of South Africa
Pu Hai Tao   Director       Australia
Wang Sze Man   Director       People’s Republic of China (Hong Kong SAR)
Executive Officers:            
N/A