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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 1934 For the fiscal ye

2、ar ended December 31,2023ORTRANSITION 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 Commissio

3、n 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 American depositary share representing three Class A ordinary shares,par value US

6、$0.00002 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 pursua

7、nt 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 31,2023,there were 3,595,215,393 ordinary shares issued and

8、 outstanding,being the sum of 3,443,860,844 Class A ordinary shares(excluding the 104,033,244Class A ordinary shares registered in the name of the depositary bank for future issuance of ADSs upon the exercise or vesting of awards granted under our share incentive plansand 24,066,132 Class A ordinary

9、 shares in the form of ADSs repurchased but not cancelled)and 151,354,549 Class B ordinary shares.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

10、 registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Actof 1934.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 theirobligations unde

11、r those Sections.Indicate by check mark whether the registrant:(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 sub

12、ject to such filing requirements for the past 90 days.Yes NoIndicate 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 of this chapter)during the preceding 12 months(or for such shorte

13、r period that the registrant was required to submit such files).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“large accelerated filer,”“accelerated filer,”and“emerging

14、 growth company”in Rule 12b-2 of the Exchange Act.Large accelerated 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 t

15、he extendedtransition period for complying with any new or revised 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 Stan

16、dards Codificationafter April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financialreporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered

17、public accounting firm that prepared or issued its audit report.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 thecorrection of an error to previously issued financial statement

18、s.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of a

19、ccounting the registrant has used to prepare the financial statements 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 whic

20、h financial statement item the registrant has elected to follow.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 PA

21、ST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.Yes NoTable of ContentsiTABLE OF CONTENT

22、SINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4Item 1.Identity of Directors,Senior Management and Advisers4Item 2.Offer Statistics and Expected Timetable4Item 3.Key Information4Item 4.Information on the Company77Item 4A.Unresolved Staff Comments129Item 5.Operating and Financial Review and Prospect

23、s129Item 6.Directors,Senior Management and Employees150Item 7.Major Shareholders and Related Party Transactions165Item 8.Financial Information169Item 9.The Offer and Listing170Item 10.Additional Information170Item 11.Quantitative and Qualitative Disclosures about Market Risk186Item 12.Description of

24、 Securities Other than Equity Securities186PART II190Item 13.Defaults,Dividend Arrearages and Delinquencies190Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds190Item 15.Controls and Procedures190Item 16.Reserved191Item 16A.Audit Committee Financial Expert191Item 1

25、6B.Code of Ethics191Item 16C.Principal Accountant Fees and Services191Item 16D.Exemptions from the Listing Standards for Audit Committees192Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers192Item 16F.Change in Registrants Certifying Accountant192Item 16G.Corporate Gove

26、rnance193Item 16H.Mine Safety Disclosure193Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections193Item 16J.Insider Trading Policies193Item 16K.Cybersecurity193PART III196Item 17.Financial Statements196Item 18.Financial Statements196Item 19.Exhibits196Table of Contents1INTRODU

27、CTIONUnless otherwise indicated or the context otherwise requires,references in this annual report to:“active agents”are to agents on our platform,including agents employed by us and from labor dispatching or outsourcingagencies,and agents affiliated with our connected stores and connected brands as

28、 employees,contractors,or through otherservice arrangements,as of a given date excluding the agents who(i)delivered notice to leave but have not yet completedthe exit procedures,(ii)have not engaged in any critical steps in housing transactions(including but not limited tointroducing new properties,

29、attracting new customers and conducting property showings)during the preceding 30 days,or(iii)have not participated in facilitating any housing transaction during the preceding three months;“active stores”are to stores on our platform as of a given date excluding the stores which(i)have not facilita

30、ted anyhousing transaction during the preceding 60 days,(ii)do not have any agent who has engaged in any critical steps inhousing transactions(including but not limited to introducing new properties,attracting new customers and conductingproperty showings)during the preceding seven days,or(iii)have

31、not been visited by any agent during the preceding 14days;“ADRs”are to the American depositary receipts that may evidence the ADSs;“ADSs”are to the American depositary shares,each of which represents three Class A ordinary shares;“Beike,”“we,”“us,”“our company”and“our”are to KE Holdings Inc.,our Cay

32、man Islands holding company,itssubsidiaries,and,in the context of describing the consolidated financial information,the VIEs and their subsidiaries inChina;“China”or the“PRC”are to the Peoples Republic of China,excluding,for the purposes of this annual report only,HongKong,Macau and Taiwan;“Class A

33、ordinary shares”are to our class A ordinary shares,par value US$0.00002 per share;“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 alltransaction

34、s we facilitated on the Beike platform and evidenced by signed contracts as of the end of the period,includingthe value of the existing home transactions,new home transactions,home renovation and furnishing and emerging andother services,and including transactions that are contracted but pending clo

35、sing at the end of the relevant period.For theavoidance of doubt,for transactions that fail to close afterwards,the corresponding GTV represented by these transactionswill be deducted accordingly;“Hong Kong”or“HK”are to the Hong Kong Special Administrative Region of the PRC;“Hong Kong dollars”or“HK$

36、”are to the legal currency of Hong Kong;“Hong Kong Listing”are to the listing of our Class A ordinary shares on the Main Board of the Hong Kong StockExchange by way of introduction on May 11,2022;“Hong Kong Listing Rules”are to the Rules Governing the Listing of Securities on The Stock Exchange of H

37、ong KongLimited,as amended or supplemented from time to time;“Hong Kong Stock Exchange”are to The Stock Exchange of Hong Kong Limited;“Main Board”are to the stock market(excluding the option market)operated by the Hong Kong Stock Exchange,which isindependent from and operated in parallel with the Gr

38、owth Enterprise Market of the Hong Kong Stock Exchange;Table of Contents2“ordinary shares”are to our class A ordinary shares and class B ordinary shares,par value US$0.00002 per share;“RMB”and“Renminbi”are to the legal currency of China;“SaaS”are to software-as-a-services;“Shengdu”are to Shengdu Hom

39、e Renovation Co.,Ltd.;“Tencent”are to Tencent Holdings Limited(HKEx:700),its subsidiaries and/or its controlled affiliated entities,as thecontext requires;“US$,”“U.S.dollars,”and“$”are to the legal currency of the United States;“VIEs”are to Beijing Lianjia Real Estate Brokerage Co.,Ltd.,or Beijing L

40、ianjia,Tianjin Xiaowu Information&Technology Co.,Ltd.,or Tianjin Xiaowu,Beijing Yiju Taihe Technology Co.,Ltd.,or Yiju Taihe,Beijing BeijiaCommercial Consultancy Co.,Ltd.,Beijing Beihao Commercial Consultancy Co.,Ltd.,Runizhishi(Beijing)TechnologyCo.,Ltd.,and Runikeshi(Beijing)Technology Co.,Ltd.;an

41、d“WFOEs”are to Beike Jinke(Tianjin)Technology Co.,Ltd.,Beike(Tianjin)Investment Co.,Ltd.,Jinbei(Tianjin)Technology Co.,Ltd.,and Realsee(Tianjin)Technology Co.,Ltd.,which are wholly foreign-owned entities under PRClaw;When we calculate agents on our platform,we refer to agents who are affiliated with

42、 the real estate brokerage stores and subjectto our Agent Cooperation Network,or ACN,rules.In China,real estate brokerage refers to the activities of providing intermediary or agency services in connection with housingtransactions by brokerage firms and agents,wherein brokerage firms and agents are

43、allowed to collect commissions from either or bothof the buy side and the sell side as 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 reportare made

44、 at a rate of RMB7.0999 to US$1.00,the exchange rate in effect as of December 29,2023 as set forth in the H.10 statisticalrelease of The Board of Governors of the Federal Reserve System.We make no representation that any Renminbi or U.S.dollar amountscould have been,or could be,converted into U.S.do

45、llars or Renminbi,as the case may be,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.Theforward-looking statements are contained principally in the se

46、ctions entitled“Item 3.Key InformationD.Risk Factors,”“Item 4.Information on the CompanyB.Business Overview”and“Item 5.Operating and Financial Review and Prospects.”Known andunknown risks,uncertainties and other factors,including those listed under“Item 3.Key InformationD.Risk Factors,”may cause our

47、actual results,performance or achievements to be materially different from those expressed or implied by the forward-lookingstatements.You can identify some of these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“i

48、s/are likely to,”“potential,”“continue”or other similar expressions.We have basedthese forward-looking statements largely on our current expectations and projections about future events that we believe may affect ourfinancial condition,results of operations,business strategy and financial needs.Thes

49、e forward-looking statements include statementsrelating 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;competi

50、tion in our industry;government 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 serv

51、ices;our ability to develop rental property management services;general economic and 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 expectatio

52、ns expressedin these forward-looking statements are reasonable,our expectations and our actual results could be materially different from ourexpectations.Important risks and factors that could cause our actual results to be materially different from our expectations are generallyset forth in“Item 3.

53、Key InformationD.Risk Factors,”“Item 4.Information on the CompanyB.Business Overview”and“Item 5.Operating and Financial Review and Prospects”and other sections in this annual report.Moreover,we operate in an evolvingenvironment.New risk factors and uncertainties emerge from time to time and it is no

54、t possible for our management to predict all riskfactors and uncertainties,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination offactors,may cause actual results to differ materially from those contained in any forward-looking statements.You s

55、hould read thoroughlythis annual report and the documents that we refer to with the understanding that our actual future results may be materially differentfrom and worse than what we expect.We qualify all of our forward-looking statements by these cautionary statements.The forward-looking statement

56、s made in this annual report relate only to events or information as of the date on which thestatements are made in this annual report.Except as required by law,we undertake no obligation to update or revise publicly anyforward-looking statements,whether as a result of new information,future events

57、or otherwise,after the date on which the statements aremade or to reflect the occurrence of unanticipated events.You should read this annual report and the documents that we refer to in thisannual report and have filed as exhibits to this annual report,of which this annual report is a part,completel

58、y and with the understandingthat our actual future results may be materially different from 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

59、Company Structure and the VIE Contractual ArrangementsKE Holdings Inc.is not an operating company in China but a Cayman Islands holding company with no material operations ofits own and does not have a majority of equity ownership in the VIEs.We conduct our operations primarily through(i)our PRCsubs

60、idiaries and(ii)the VIEs,with which we maintain contractual agreements.Our value-added telecommunication services and certainfinancial services in the PRC have been conducted through the applicable VIEs in order to comply with the PRC laws and regulations,which restrict and impose conditions on fore

61、ign direct investment in companies involved in the provision of value-addedtelecommunication services and certain financial service.Accordingly,we operate these businesses in China through the applicableVIEs,and rely on contractual arrangements among our PRC subsidiaries,the VIEs and their sharehold

62、ers to direct activities of the VIEsthat most significantly affect the economic performance of the VIEs and receive economic benefits from the VIEs that could besignificant to the VIEs.The VIEs collectively held 23.8%of our cash,cash equivalents and restricted cash and 9.2%of our total assets as of

63、December31,2023.Revenues contributed by the VIEs,excluding inter-group transactions,accounted for 1.2%,0.8%and 0.8%of our total netrevenues for the fiscal years 2021,2022 and 2023,respectively.The VIEs and their subsidiaries are the operators of Beike and Lianjiamobile apps and websites and the lice

64、nse holders to provide the value-added telecommunication services on these platforms.To enhancethe experience of the customers,agents or other business partners on our platform,we offer certain complementary services through ourplatform,such as online payment services,and the VIEs and their subsidia

65、ries also hold licenses and permits for these services.Some ofour key domain names,including ,are registered under the VIEs.The VIEs and their subsidiaries also owned approximately 2%,4%and 10%of our issued patents,registered trademarks and copyrights to software programs,respectively,as of December

66、 31,2023.Therefore,the VIEs and their subsidiaries hold certain intellectual properties and licenses that are critical to the availability oftechnologies and workforce supporting our operations and services we provide on the Beike platform.At the same time,the employeesunder the VIEs and their subsi

67、diaries were less than 1%of the total workforce as of December 31,2023.As used in this annual report,“Beike,”“we,”“us,”“our company”or“our”refers to KE Holdings Inc.,its subsidiaries,and,in the context of describing theconsolidated financial information,the VIEs and their subsidiaries in China.Inves

68、tors in our ADSs thus are not purchasing equityinterest in the VIEs in China but instead are purchasing equity interest in KE Holdings Inc.,a Cayman Islands holding company.ThisVIE structure involves unique risks to investors,and investors may never directly hold equity interests in the Chinese oper

69、ating company.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate Structure.”Table of Contents5A series of contractual agreements,including power of attorney,exclusive business cooperation agreements,equity pledgeagreements,exclusive option agreements and spouse consent letters,ha

70、ve been entered into by and among our WFOEs,the VIEs andtheir respective shareholders.We depend on these contractual arrangements to provide our subsidiaries with a“controlling financialinterest”in the VIEs,as defined in FASB ASC 810,making them the primary beneficiaries of the VIEs.Terms contained

71、in each set ofcontractual arrangements with the VIEs and their respective shareholders are substantially similar,which enable us to(i)direct activitiesof the VIEs that most significantly affect the economic performance of the VIEs;(ii)receive economic benefits from the VIEs that couldbe significant

72、to the VIEs;(iii)have the pledge right over the equity interests in the VIEs as the pledgee;and(iv)have an exclusiveoption to purchase all or part of the equity interests in and assets of the VIEs when and to the extent permitted by PRC law.As advisedby our PRC legal counsel,Han Kun Law Offices,subj

73、ect to the disclosure in this annual report,the terms of the contractual agreementsare valid,binding and enforceable under the PRC laws and regulations currently in effect.Accordingly,we are considered the primarybeneficiaries of the VIEs for accounting purposes and have consolidated the VIEs financ

74、ial results of operations,assets and liabilities inour consolidated financial statements in accordance with U.S.GAAP.However,neither KE Holdings Inc.nor its investors have an equityownership in,direct foreign investment in,or control through such ownership or investment of,the VIEs(except for Beike

75、Tianjians30%shareholding in Beijing Lianjia),and the VIE contractual arrangements 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 thesecontractual arrangem

76、ents,see“Item 4.Information on the CompanyC.Organizational StructureContractual Arrangements with theVIEs and Their Shareholders.”Table of Contents6The following diagram illustrates our corporate structure,including our principal subsidiaries,principal VIEs and their principalsubsidiaries,and other

77、entities that are material to our business,as of the date of this annual report:Table of Contents7Notes:(1)The registered shareholders of Beijing Lianjia are(i)Mrs.ZUO,Mr.SHAN Yigang,Mr.XU Wangang and entities controlled by Mr.PENG Yongdong or Mr.SHAN Yigang,holding 57%equity interests in aggregate;

78、(ii)Beike(Tianjin)Investment Co.,Ltd.,holding30%equity interests;and(iii)several other individuals and entities associated with us,holding 13%equity interests in aggregate.Mrs.ZUO is the spouse of Mr.ZUO Hui,our founder and permanent chairman emeritus,and a principal shareholder of us.Each ofMr.PENG

79、 Yongdong,Mr.SHAN Yigang and Mr.XU Wangang is our director.The registered shareholders of Tianjin Xiaowu areMrs.ZUO and Mr.SHAN Yigang,holding 94%and 6%equity interests,respectively.The registered shareholders of Yiju Taihe are(i)Beijing Lianjia,holding 80%equity interests;(ii)Mrs.ZUO,Mr.SHAN Yigang

80、,Mr.XU Wangang and entities controlled byMrs.ZUO or Mr.SHAN Yigang,holding 17%equity interests in aggregate;and(iii)several other individuals and entities associatedwith us,holding 3%equity interests in aggregate.The registered shareholders of Beijing Beijia Commercial Consultancy Co.,Ltd.are(i)Mr.P

81、ENG Yongdong and Mr.XU Tao,holding 50%equity interests in aggregate;and(ii)several other individuals associatedwith us,holding 50%equity interests in aggregate.The registered shareholders of Beijing Beihao Commercial Consultancy Co.,Ltd.are(i)Mr.XU Wangang,holding 4%equity interests;and(ii)several o

82、ther individuals affiliated with us,holding 96%equityinterests in aggregate.(2)Beijing Zhongrongxin Financing Guarantee Co.,Ltd.owns 95%of the total equity interest,and Beijing Zhonghetai InvestmentConsulting Co.,Ltd.,a wholly-owned subsidiary of Yiju Taihe,owns the remaining 5%.(3)Qingdao Shengjia

83、Huazhang Enterprise Management Co.,Ltd.owns 94%of the total equity interest,and Beike Kestone Holdings(Hong Kong)Limited owns the remaining 6%.(4)Shanghai Chenhaibei Internet Technology Co.,Ltd.,Tianjin Haibei Information&Technology Co.,Ltd.and Shanghai HuibeijuTechnology Co.,Ltd.(5)Beike Zhaofang T

84、echnology Co.,Ltd.,Tianjin Haibei Technology Service Co.,Ltd.and Shanghai Haibi Technology Co.,Ltd.,thesubsidiary of Beike Zhaofang Technology Co.,Ltd.(6)Beijing Fangyuan Real Estate Consulting Services Co.,Ltd.,Beijing Lianjia Rongsheng Management Consulting Co.,Ltd.,SichuanLianjia Real Estate Brok

85、erage Co.,Ltd.,and Beijing Xinfu Home Rental Co.,Ltd.,one of the subsidiaries of Beijing LianjiaRongsheng Management Consulting Co.,Ltd.Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.Investors may notdirectly hold equity interests in the VIEs o

86、r in the businesses that are conducted by the VIEs,and the VIE structure provides contractualexposure to foreign investment in the companies which involve foreign investment restrictions.If the PRC government finds that theagreements that establish the structure for operating our business do not com

87、ply with PRC laws and regulations,or if these regulations ortheir interpretations change in the future,we could be subject to severe penalties or be forced to relinquish our interests in thoseoperations.This may result in the VIEs being deconsolidated,which would materially and adversely affect our

88、operations,and our ADSsmay decline significantly in value or become worthless.Our holding company,our PRC subsidiaries,the VIEs,and investors of ourcompany may face potential future actions by the PRC government that could affect the enforceability of the contractual arrangementswith the VIEs and,co

89、nsequently,significantly affect the financial performance of the VIEs and our company as a whole.The PRCregulatory authorities could disallow the VIE structure,which would likely result in a material adverse change in our operations,and ourClass A ordinary shares or our ADSs may decline significantl

90、y in value or become worthless.The contractual arrangements may not beas effective as direct ownership in providing us with control over the VIEs,the shareholders of the VIEs may have potential conflicts ofinterest with us,and we may incur substantial costs to enforce the terms of the arrangements.A

91、s such,the VIE structure involves uniquerisks to investors of our holding company.For a detailed description of the risks associated with our corporate structure,please refer torisks disclosed under“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate Structure.”Table of Contents8We fa

92、ce various risks related to doing business in China that could result in a material change in our operations.Our businessoperations are primarily conducted in China,and we are subject to complex and evolving PRC laws and regulations.For example,weface risks associated with regulatory approvals on of

93、fshore offerings and listings,anti-monopoly regulatory actions,and oversight oncybersecurity and data privacy.PRC governments authority in regulating the industries in which we operate and our operations and itsoversight and control over offerings and listings conducted overseas by,and foreign inves

94、tment in,China-based issuers couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors.Implementation of industry-wideregulations in this nature may cause the value of such securities to significantly decline or be worthless.For more details,see“

95、Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in China.”For example,the PRC Data Security Law and the PRC Personal Information Protection Law promulgated in 2021 posedadditional challenges to our cybersecurity and data privacy compliance.The Cybersecurity Review Measures issued

96、 by the CyberspaceAdministration of China and several other PRC governmental authorities in December 2021,as well as the draft Regulations on theAdministration of Cyber Data Security(Draft for Comments)published by the Cyberspace Administration of China for public commentsin November 2021,exposes ad

97、ditional requirements 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 becompleted by us,we cannot assure you that such clearance can be timely o

98、btained,the failure of which may subject us to penalties,which could materially and adversely affect our business and results of operations and the price of our ADSs.See“Item 3.KeyInformationRisk FactorsRisks Related to Our Business and IndustryOur business generates and processes a large amount of

99、dataand is subject to various evolving PRC laws and regulations regarding cybersecurity and data privacy.Failure of cybersecurity and dataprivacy concerns could subject us to significant reputational,financial,legal and operational consequences,and deter current andpotential customers from using our

100、 services”for additional details.In addition,on February 17,2023,the China Securities Regulatory Commission,or the CSRC,issued the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines,which became effectiveon March 31,2023.Purs

101、uant to the measures,PRC domestic companies that directly or indirectly seek to offer or list their securities onan overseas stock exchange,including a PRC company limited by shares and an offshore company whose main business operations arein mainland China and intends to offer securities or be list

102、ed on an overseas stock exchange based on its onshore equities,assets,incomesor similar interests,are required to file with the CSRC within three business days after submitting their application documents to theregulator in the place of intended listing or offering.Particularly,as for the PRC domest

103、ic companies that have directly or indirectlylisted securities in overseas markets intend to conduct follow-on offerings in overseas markets,such companies are required to submit thefiling with respect to the follow-on offering within three business days after completion of the follow-on offering.Fa

104、ilure to complete thefiling under the measures,concealing any material fact or falsifying any major content in its filing documents may subject the companyto administrative penalties,such as order to rectify,warnings,fines.Its controlling shareholders,actual controllers,direct officers-in-charge and

105、 other direct personnel-in-charge may also be subject to administrative penalties,such as warnings and fines.At the pressconference held by the CSRC on February 17,2023 for the measures,officials from the CSRC confirmed that the companies in mainlandChina that have been listed overseas before March

106、31,2023 are not required to file with the CSRC immediately,but these companiesshould complete filing with the CSRC for their refinancing activities and future offerings in accordance with the measures.Based on theforegoing,as of the date of this annual report,we are not required to complete filing w

107、ith the CSRC for our listing on the New YorkStock Exchange,or the NYSE,and the Hong Kong Stock Exchange,but we may be subject to the filing requirements for our futurecapital raising activities and security offerings under the measures.As the measures were newly promulgated,there remain uncertaintie

108、sabout how the measures will be interpreted or implemented and how they will affect our operations and future overseas offerings.Wecannot assure you that we will be able to complete such filing in a timely manner and fully comply with such regulations to maintain thelisting status of our ADSs and/or

109、 other securities,or to conduct any securities offerings in the future.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaThe PRC governments oversight and discretion over our business operationscould result in a material adverse change in our operations and the value of

110、 our securities.”Furthermore,the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulationsand strengthened the enforcement under these laws and regulations.There remain uncertainties as to how the laws,regulations andguidelines recently promulgated will be

111、implemented and whether these laws,regulations and guidelines will have a material impact onour business,financial condition,results of operations and prospects.We cannot assure you that our business operations comply withsuch regulations and authorities requirements in all respects.If any non-compl

112、iance is raised by authorities and determined against us,we may be subject to fines and other penalties.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Business andIndustryAny failure or perceived failure by us to comply with the anti-monopoly and competition laws and regulations in the

113、 PRCmay result in governmental investigations,enforcement actions,litigation or claims against us and could have an adverse effect onbusiness,reputation,results of operations and financial condition.”Table of Contents9Evolvements of the legal system in China,including risks and uncertainties regardi

114、ng that the rules and regulations in China canchange quickly with little advance notice and that the Chinese government may intervene or influence our operations in accordance withlaws and regulations at any time,could result in a material adverse change in our operations and the value of our ADSs.F

115、or more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaThe PRC legal system is evolving,whichleads to uncertainties that could materially and adversely affect us.”These risks could result in a material adverse change in our operations and the value of our ADS

116、s,significantly limit orcompletely hinder our ability to continue to offer securities to investors,or cause the value of such securities to significantly decline or beworthless.For a detailed description of risks related to doing business in China,see“Item 3.Key InformationD.Risk FactorsRisksRelated

117、 to Doing Business in China.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our business primarily through our subsidiaries and the VIEs and their subsidiaries in China.Our operations inChina are governed by PRC laws and regulations.In addition to the Business License iss

118、ued by a department of the State Administrationfor Market Regulation for each of our PRC subsidiaries and the VIEs and their subsidiaries,the PRC subsidiaries and the VIEs and theirsubsidiaries are required to obtain,and have obtained the following requisite permissions for their main operations:the

119、 filings for realestate brokerage business,the operating license for value-added telecommunication business,the qualification certificate of constructionenterprise,the qualification certificate of construction project design,the safety production license,the filings for home rental business,the lice

120、nse for non-financial institution payment service,the approval for establishment of micro credit company,the license forfinancing guarantee business,the license for insurance brokerage business,the approval for commercial factoring business and filing oncommercial franchising.Apart from the permits

121、and licenses above,we may be subject to additional licensing requirements for our business operation asthe interpretation and implementation of laws and regulations and the enforcement practice by government authorities are evolving.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Busine

122、ss and IndustryIf we fail to obtain or keep licenses,permitsor approvals applicable to the various services provided by us,we may incur significant financial penalties and other governmentsanctions”for more details.Furthermore,in connection with our issuance of securities to foreign investors,as of

123、the date of this annual report,neither we,our PRC subsidiaries,nor the VIEs or their subsidiaries have received any formal inquiry,notice,warning or sanction from the CSRC,the Cyberspace Administration of China or any PRC governmental authorities in connection with requirements of obtaining priorapp

124、roval or permission for our historical issuance to foreign investors.Our PRC legal counsel,Han Kun Law Offices,has advised usthat,based on their understanding of the currently effective PRC laws and regulations as of the date of this annual report,we are notrequired to obtain any prior approval or p

125、ermission from the CSRC,the Cyberspace Administration of China or any other PRCgovernmental authorities for our historical offshore offerings to foreign investors.However,our PRC legal counsel has further advised usthat there remains some uncertainty as to how rules published by the CSRC and the Cyb

126、erspace Administration of China will beinterpreted or implemented,and its opinions summarized above are subject to any new laws,rules and regulations or detailedimplementations and interpretations in any form.We cannot assure you that PRC governmental authorities,including the CSRC and theCyberspace

127、 Administration of China,would reach the same conclusion as our PRC legal counsel,and hence,we may face regulatoryactions or other sanctions from them.Besides,the PRC government has enhanced its oversight over offerings that are conducted overseasand/or foreign investment in China-based issuers like

128、 us,and published a series of new rules in this regard,the interpretation andimplementation of which remains uncertain.Therefore,there are uncertainties as to whether we will be able to complete filing with theCSRC or will be required to obtain any specific regulatory approvals from the Cyberspace A

129、dministration of China or any other PRCgovernmental authorities for our future offshore offerings.If we had inadvertently concluded that such approvals were not required,or ifapplicable laws,regulations or interpretations change in a way that requires us to obtain such approval in the future,we may

130、be unable toobtain such necessary approvals in a timely manner,or at all,and such approvals may be rescinded even if obtained.Any suchcircumstance could subject us to penalties,including fines,suspension of business and revocation of required licenses,significantly limitor completely hinder our abil

131、ity to continue to offer securities to investors and cause the value of such securities to significantly declineor be worthless.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaFilings,approvals orother administration requirements of the CSRC,the Cyberspace Administrat

132、ion of China or other PRC governmental authorities may berequired in connection with our future offshore offerings under PRC law”and“Item 3.Key InformationD.Risk FactorsRisksRelated to Doing Business in ChinaThe PRC governments oversight and discretion over our business operations could result in am

133、aterial adverse change in our operations 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,as amended by the Consolidated AppropriationsAct,2023,if the Securities and

134、 Exchange Commission of the United States,or the SEC,determines that we have filed audit reportsissued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting OversightBoard,or the PCAOB,for two consecutive years,the SEC will prohibit our shar

135、es or the ADSs from being traded on a national securitiesexchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify theSEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accoun

136、ting firmsheadquartered in mainland China and Hong Kong,including our auditor.In May 2022,the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of the annual report on Form 20-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB i

137、ssued a report that vacated its December 16,2021 determination and removed mainland China andHong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.Forthis reason,we were not identified as a Commission-Identified Issuer und

138、er the HFCAA after we filed the annual report on Form 20-Ffor the fiscal year ended December 31,2022 and do not expect to be so identified after we file this annual report on Form 20-F for thefiscal year ended December 31,2023.Each year,the PCAOB will determine whether it can inspect and investigate

139、 completely audit firms in mainland China andHong Kong,among other jurisdictions.If PCAOB determines in the future that it no longer has full access to inspect and investigatecompletely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of

140、 thesejurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as a Commission-IdentifiedIssuer following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not beidentified as a Commis

141、sion-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,we wouldbecome subject to the prohibition on trading under the HFCAA.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaThe PCAOB had historically be

142、en unable to inspect our auditor in relation to their auditwork performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor in the past hasdeprived our investors with the benefits of such inspections”and“Item 3.Key InformationD.Risk FactorsRisks Rela

143、ted to DoingBusiness in ChinaOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB isunable to inspect or investigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,maymaterially and adversely aff

144、ect the 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 Kongsubsidiaries(through intermediate holding companies in the Cayman Islands and the British Virgin Islands),by making capit

145、alcontributions or providing loans,and our Hong Kong subsidiaries transfer cash to our PRC subsidiaries by making capital contributionsor providing loans to them.The Parent and its subsidiaries generally transfer cash to the VIEs by loans or by making payment to the VIEs for inter-grouptransactions.

146、The Parent may transfer cash to one of the VIEs,Beijing Lianjia,by making capital contributions through intermediateholding companies in the Cayman Islands and the British Virgin Islands and our Hong Kong and PRC subsidiaries.The following table sets forth the amount of the transfers for the periods

147、 presented.Years Ended December 31,2021 2022 2023(RMB in thousands)Loans from Parent to Cayman Islands,British Virgin Islands,and Hong Kong subsidiaries(1)4,581,814 (5,267,047)467,939Capital contributions from Hong Kong subsidiaries to PRC subsidiaries(2)300,000 300,000Loans from Hong Kong subsidiar

148、ies to PRC subsidiaries(2)9,332,778 4,096,214 2,282,145Net amounts paid by subsidiaries to VIEs(3)240,243 191,090 1,287,319Notes:(1)Represents the“Investments in and loans to subsidiaries and VIEs”of the Parent as in the condensed consolidating schedule of cashflow data.Table of Contents11(2)The ite

149、ms“Capital contributions from Hong Kong subsidiaries to PRC subsidiaries”and“Loans from Hong Kong subsidiaries toPRC subsidiaries”include the following:Cash flows from Hong Kong subsidiaries(included in the“Other Subsidiaries”column)to primary beneficiary of VIEs whichare included in“Proceeds and lo

150、ans from Parent and other Group companies”of primary beneficiary of VIEs in theconsolidating schedules;andCash flows from Hong Kong subsidiaries to other PRC subsidiaries,which represent cash flows between entities all within the“Other Subsidiaries”column and are thus eliminated in the presentation

151、of the consolidating schedules.(3)Represents the“Operating cash flow from the Group companies”of the VIEs plus“Proceeds and loans from Parent and other Groupcompanies”of the VIEs in the condensed consolidating schedule of cash flow data.The cash flows between the subsidiaries and theVIEs included th

152、e following:Cash paid by the subsidiaries to the VIEs for financial platform and other financial related services provided by the VIEs;Cash paid by the subsidiaries to the VIEs for referral and other services;Cash paid by the VIEs to the subsidiaries for referral and professional services;andInterco

153、mpany advances from equity-owned subsidiaries to the VIEs,and repayment of intercompany advances by the VIEs.The cash received from loans and payment for acquiring the subsidiaries were used by the VIEs for returning the onshore capitalto preferred shareholders in connection with the reorganization.

154、Other funds have been used by the VIEs for their operations.As of December 31,2023,the Parent had made cumulative capital contribution of RMB4,364.5 million and providedcumulative loans of RMB31,086.9 million to our PRC subsidiaries through intermediate holding companies.The VIEs may transfer cash t

155、o the WFOEs by paying service fees 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 WFOE forservices related to comprehensive technical support,professional training,consult

156、ing and marketing and promotional services at anamount based on 100%of the balance of the gross consolidated profits of each VIE after offsetting the accumulated losses for thepreceding financial years and deducting the working capital,expenses,taxes and other statutory contributions required for an

157、y financialyear,or the amount determined by the WFOE in accordance with the terms of the agreements.Considering the future operating andcashflow needs of the VIEs,for the years ended December 31,2021,2022 and 2023,no service fees were charged to the VIEs by theWFOEs,and no payments were made by the

158、VIEs under these agreements.If there is any amount payable to WFOEs under the VIEagreements,the VIEs will settle the amount accordingly.For the years ended December 31,2021,2022 and 2023,no dividends or distributions were made to the Parent by oursubsidiaries.In August 2023,our board of directors ap

159、proved a special cash dividend of US$0.057 per ordinary share,or US$0.171 per ADS,to holders of ordinary shares and holders of ADSs of record as of the close of business on September 15,2023.The aggregate amount ofthe special cash dividend was approximately US$0.2 billion and was paid in September 2

160、023 for holders of ordinary shares and inOctober 2023 for holders of ADSs.In March 2024,our board of directors approved a final cash dividend of US$0.117 per ordinary share,or US$0.351 per ADS,to holders of ordinary shares and holders of ADSs of record as of the close of business on April 5,2024.The

161、aggregate amount of the final cash dividend was approximately US$0.4 billion and was paid in April 2024.See“Item 8.FinancialInformation-A.Consolidated Statements and Other Financial Information-Dividend Policy.”For the Cayman Islands,PRC and U.S.federal income tax considerations applicable to an inv

162、estment in our ADSs or Class A ordinary shares,see“Item 10.AdditionalInformation-E.Taxation.”Table of Contents12For purposes of illustration,the following discussion reflects the hypothetical taxes that might be required to be paid withinMainland China,assuming that:(i)we have taxable earnings,and(i

163、i)we determine to pay a dividend in the 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 Paren

164、t/Shareholders 67.5%Notes:(1)For purposes of this example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount,notconsidering timing differences,is assumed to equal taxable income in China.(2)Under the terms of VIE agreements,our PRC subsidiaries may charge the VIEs

165、for services provided to VIEs.These fees shall berecognized as expenses of the VIEs,with a corresponding amount as service income by our PRC subsidiaries and eliminate inconsolidation.For income tax purposes,our PRC subsidiaries and VIEs file income tax returns on a separate company basis.Thefees pa

166、id are recognized as a tax deduction by 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 toqualification,is temporary in nature,and may not be available in

167、a future period when distributions are paid.For purposes of thishypothetical example,the table above 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 foreig

168、n investedenterprise to its immediate holding company outside of China.A lower withholding income tax rate of 5%is applied if the foreigninvested enterprises immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treatyarrangement with China,subject to a qualific

169、ation review at the time of the distribution.For purposes of this hypothetical example,the table above assumes a maximum tax scenario under which the full withholding tax would be applied.The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees

170、to our PRCsubsidiaries under tax neutral contractual arrangements.If,in the future,the accumulated earnings of the VIEs exceed the fees paid toour PRC subsidiaries(or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by

171、 Chinese tax authorities),the VIEs could,as a matter of last resort,make a non-deductible transfer to ourPRC subsidiaries for the amounts of the stranded cash in the VIEs.This would result in such transfer being non-deductible expenses forthe VIEs but still taxable income for the PRC subsidiaries.Su

172、ch a transfer and the related tax burdens would reduce our after-tax incometo approximately 50.6%of the pre-tax income.Our management believes that there is only a remote possibility that this scenario wouldhappen.Table of Contents13As KE Holdings Inc.is a Cayman Islands holding company with no mate

173、rial operations of its own,its ability to pay dividendsdepends upon dividends paid by our PRC subsidiaries.Our PRC subsidiaries in turn generate income from their own operations,and inaddition enjoy all economic benefit and may receive service fees from the VIEs pursuant to the exclusive business co

174、operationagreement with the VIEs.If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future,theinstruments governing their debt may restrict their ability to distribute earnings or pay dividends to us.Under PRC law,each of oursubsidiaries and the VIEs in C

175、hina is required to set aside at least 10%of its after-tax profits each year,if any,to fund certain statutoryreserve funds until such reserve funds reach 50%of its registered capital.In addition,each of our subsidiaries and the VIEs in China mayallocate a portion of its after-tax profits based on PR

176、C accounting standards to a surplus fund at its discretion.The statutory reserve fundsand the discretionary funds are not distributable as cash dividends.Remittance of dividends by a wholly foreign-owned company out ofChina is subject to examination by the banks designated by the State Administratio

177、n of Foreign Exchange,or SAFE,and declaration andpayment of withholding tax.Additionally,if our PRC subsidiaries and the VIEs incur debt on their own behalf in the future,theinstruments governing their debt may restrict their ability to pay dividends or make other distributions to us.Our PRC subsidi

178、aries havenot paid dividends and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutoryreserve funds.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaPRCregulation of loans to and direct invest

179、ment in PRC entities by offshore holding companies may delay us from using the proceeds of ouroffshore offerings to make loans or additional capital contributions to our PRC subsidiaries and to make loans to the VIEs,which couldmaterially and adversely affect our liquidity and our ability to fund an

180、d expand our business”and“Item 3.Key InformationD.RiskFactorsRisks Related to Doing Business in ChinaGovernmental regulation of currency conversion may limit our ability to utilize ourrevenues effectively and affect the value of your investment.”Except these regulatory requirements,there are not any

181、 other statutoryrestrictions and limitations on our ability to distribute earnings from our PRC subsidiaries to the parent company and U.S.investors orthe ability of the VIEs to settle amounts owned under the VIE agreements.Table of Contents14Financial Information Related to the VIEsThe following ta

182、ble presents the condensed consolidating schedule of balance sheet data for the Parent,our wholly ownedsubsidiaries that are primary beneficiary of VIEs,VIEs(inclusive of the VIEs subsidiaries)and other consolidated subsidiaries,or OtherSubsidiaries,as of the dates presented.As of December 31,2023 P

183、rimary OtherBeneficiaryParentSubsidiariesof VIEsVIEsEliminationsConsolidated(RMB in thousands)Cash and cash equivalents 9,414 15,356,549 2,036,021 2,232,732 19,634,716Restricted cash 2,289,623 3,933,122 6,222,745Short-term investments 537,847 32,917,449 802,662 34,257,958Accounts receivable and cont

184、ract assets,net 3,148,559 27,610 3,176,169Amount due from the Group companies(1)688,776 80,488,447 72,894,425 2,671,350 (156,742,998)Other current assets 2,003 4,419,179 28,114 2,012,739 6,462,035Total current assets 1,238,040 138,619,806 75,761,222 10,877,553 (156,742,998)69,753,623Investment in su

185、bsidiaries(2)67,805,473 48,146 19,392,776 (87,246,395)Net assets of VIEs(2)3,061,116 3,061,116 3,061,116(9,183,348)Long-term investments 22,986,198 584,790 23,570,988Right-of-use assets 17,617,716 199 17,617,915Intangible assets,net(3)1,623,134 26,395 (582,070)1,067,459Other non-current assets 8,183

186、,250 138,696 8,321,946Total non-current assets 70,866,589 53,519,560 23,038,682 165,290 (97,011,813)50,578,308TOTAL ASSETS 72,104,629 192,139,366 98,799,904 11,042,843 (253,754,811)120,331,931Accounts payable 6,260,516 68,000 6,328,516Employee compensation and welfarepayable 7,773,862 371,917 8,145,

187、779Customer deposits payable 1,360,053 2,540,511 3,900,564Amount due to the Group companies(1)76,254,551 75,686,251 4,802,196 (156,742,998)Other current liabilities 4,805 20,920,819 29,545 193,955 21,149,124Total current liabilities 4,805 112,569,801 75,715,796 7,976,579 (156,742,998)39,523,983Defer

188、red tax liabilities 275,553 3,788 279,341Operating lease liabilities 8,327,113 8,327,113Other non-current liabilities 389 389Total non-current liabilities 8,603,055 3,788 8,606,843TOTAL LIABILITIES 4,805 121,172,856 75,715,796 7,980,367 (156,742,998)48,130,826TOTAL KE HOLDINGS INC.SHAREHOLDERS EQUIT

189、Y 72,099,824 70,866,589 23,084,108 3,061,116 (97,011,813)72,099,824Non-controlling interests 99,921 1,360 101,281TOTAL SHAREHOLDERS EQUITY 72,099,824 70,966,510 23,084,108 3,062,476 (97,011,813)72,201,105TOTAL LIABILITIES ANDSHAREHOLDERS EQUITY 72,104,629 192,139,366 98,799,904 11,042,843 (253,754,8

190、11)120,331,931Table of Contents15 As of December 31,2022 Primary OtherBeneficiary Parent Subsidiaries of VIEs VIEs Eliminations Consolidated(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

191、7,372,995 27,665,330 447,583 35,485,908Accounts receivable and contract assets,net 4,139,648 23,374 4,163,022Amount due from the Group companies(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

192、,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)3,716,231 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,

193、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 42,306,584 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 5,8

194、43,321Employee compensation and welfarepayable 8,978,638 386,874 9,365,512Customer deposits payable 1,279,725 2,915,103 4,194,828Amount due 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 liabilit

195、ies 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 liabilities 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

196、)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 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 68,920,360 59,913,752 17,967,11

197、5 3,717,527 (81,464,316)69,054,438TOTAL LIABILITIES ANDSHAREHOLDERS EQUITY 68,924,489 148,634,182 67,163,014 10,776,151 (186,150,489)109,347,347Table of Contents16The following table presents the condensed consolidating schedule of results of operations for the VIEs and other entities for theperiods

198、 presented.For the Year ended December 31,2023PrimaryOtherBeneficiary Parent Subsidiaries of VIEs VIEs Eliminations Consolidated(RMB in thousands)Net revenues from third parties 77,181,434 595,498 77,776,932Net revenues from the Group companies(4)176,927 263,430(440,357)Total net revenues 77,358,361

199、 858,928 (440,357)77,776,932Cost of revenues-third parties (55,803,552)(255,366)(56,058,918)Cost of revenues-Group companies(4)(656,398)(65,535)721,933 Total cost of revenues (56,459,950)(320,901)721,933 (56,058,918)Gross profit 20,898,411 538,027 281,576 21,718,014Operating expenses(3)(4)(45,781)(1

200、6,261,055)(111,673)(372,456)(129,979)(16,920,944)Others 115,859 2,110,889 921,202 75,727 (136,752)3,086,925Share of income of subsidiaries(2)5,618,262 809,529 3,680,538(10,108,329)Income of the VIEs(2)194,884 194,884 194,884 (584,652)Income before income tax expense 5,883,224 7,752,658 4,684,951 241

201、,298 (10,678,136)7,883,995Income tax expense (1,948,041)(46,350)(1,994,391)Net income 5,883,224 5,804,617 4,684,951 194,948 (10,678,136)5,889,604Net income attributable to non-controllinginterests shareholders (6,316)(64)(6,380)Net income attributable to KE Holdings Inc.5,883,224 5,798,301 4,684,951

202、 194,884 (10,678,136)5,883,224For 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(237,629)Total net r

203、evenues 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)13,780,747Operating expenses

204、(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)1,125,196Share of income(loss)of subsidiaries(2)(1,436,950)80,452 (130,097)1,486,595 Income of the VIEs(2)97,036 97,036 97,036 (291,108)Income(loss)before income tax expense (1,386,074)353

205、,010 51,107 133,946 1,140,301 292,290Income tax 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 attributable to non-controlling interestsshareholders 11,197 13 11,210Net income(loss)attributable to KE HoldingsInc.(1,386,0

206、74)(1,284,728)47,391 97,036 1,140,301 (1,386,074)Table of Contents17For the Year ended December 31,2021 Primary OtherBeneficiary of ParentSubsidiariesVIEsVIEsEliminationsConsolidated(RMB in thousands)Net revenues from third parties 79,805,556 946,883 80,752,439Net revenues from the Group companies(4

207、)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 (64,519,936)(618,928)205,840 (64,933,024)Gross profit 15,684,837 512

208、,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)Loss of the VIEs(2)(52,436)(52,436)(52,436)157,308 Income(loss)before

209、 income tax expense (524,129)495,730 1,164,117 (13,739)18,747 1,140,726Income tax 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 attributable to non-controlling interestsshareholders 516 121 637Net income(loss)attributable

210、 to KE HoldingsInc.(524,129)(1,061,307)1,094,996 (52,436)18,747 (524,129)Table of Contents18The following table presents condensed consolidating schedule of cash flow data for the VIEs and other entities for the yearsended presented.For the Year ended December 31,2023PrimaryOtherBeneficiary of Paren

211、t Subsidiaries VIEs VIEs Eliminations Consolidated(RMB in thousands)Cash flows from operating activities:Operating cash flow from third parties 62,063 11,756,943(52,916)(608,465)11,157,625Operating cash flow from the Groupcompanies(4)(2,497,280)290,677 2,206,603 Net cash provided by operating activi

212、ties 62,063 9,259,663 237,761 1,598,138 11,157,625Cash flows from investing activities:Purchases of short-term investments (4,077,423)(32,400,000)(800,000)(1,596,760)(38,874,183)Maturities of short-term investments 7,415,894 32,002,167 2,047,618 41,465,679Cash paid for business combination,net ofcas

213、h acquired (9,893)(9,893)Purchases of property,equipment andintangible assets (873,990)(873,990)Investments in and loans to subsidiaries andVIEs(2)(467,939)(4,778,551)619,284 4,627,206 Loans to related parties (47,000)(47,000)Repayments of loans from related parties 45,367 20,000 65,367Financing rec

214、eivables originated 761 (27,786,528)(27,785,767)Collections of financing receivables principal (8,733)27,121,540 27,112,807Purchases of long-term investments (15,645,203)(50,000)(15,695,203)Other investing activities 4,063,191 6,601,194 358 10,664,743Net cash provided by(used in)investingactivities

215、6,933,723 (15,113,881)(230,716)(193,772)4,627,206 (3,977,440)Cash flows from financing activities:Proceeds and loans from Parent and otherGroup companies(2)5,246,490 300,000 (919,284)(4,627,206)Proceeds from shortterm borrowings 426,634 426,634Repayments of short-term borrowings(755,972)(755,972)Div

216、idends paid to non-controllingshareholders of subsidiaries(55,920)(55,920)Dividends paid to equity holders of theCompany(1,425,707)(1,425,707)Repurchases of ordinary shares(5,150,628)(5,150,628)Other financing activities 2 2Net cash provided by(used in)financingactivities (6,576,333)4,861,232 300,00

217、0 (919,284)(4,627,206)(6,961,591)Effect of exchange rate change on cash,cash equivalents and restricted cash (422,857)467,465 44,608Net increase(decrease)in cash,cashequivalents and restricted cash (3,404)(525,521)307,045 485,082 263,202Cash,cash equivalents and restricted cashat the beginning of th

218、e year 12,818 18,171,693 1,728,976 5,680,772 25,594,259Cash,cash equivalents and restricted cashat the end of the year 9,414 17,646,172 2,036,021 6,165,854 25,857,461Table of Contents19For the Year ended December 31,2022PrimaryOtherBeneficiary of Parent Subsidiaries VIEs VIEs Eliminations Consolidat

219、ed(RMB in thousands)Cash flows from operating activities:Operating cash flow from third parties(58,875)9,115,656(8,185)(587,842)8,460,754Operating cash flow from the Group companies(4)949,542 (949,542)Net cash provided by(used in)operating activities (58,875)10,065,198 (8,185)(1,537,384)8,460,754Cas

220、h flows from investing activities:Purchases 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 propert

221、y,equipment and intangible assets (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)(1

222、1,529,591)Collections of financing 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

223、 (7,465,155)(4,570,182)185,267 2,028,975 (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 fr

224、om funding debts 133,400 133,400Repayments 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 chang

225、e on cash,cash equivalents andrestricted cash (12,489)41,133 28,644Net increase(decrease)in cash,cash equivalents and restricted cash (42,417)5,048,677 (3,942,355)(2,201,855)(1,137,950)Cash,cash equivalents and restricted cash at the beginning of theyear 55,235 13,123,016 5,671,331 7,882,627 26,732,

226、209Cash,cash equivalents and restricted cash at the end of the year 12,818 18,171,693 1,728,976 5,680,772 25,594,259Table of Contents20For the Year ended December 31,2021PrimaryOtherBeneficiary of Parent Subsidiaries VIEs VIEs Eliminations Consolidated(RMB in thousands)Cash flows from operating acti

227、vities:Operating cash flow from third 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 shor

228、t-term investments (4,756,634)(35,872,756)(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

229、)(10,576)(1,429,977)Investments in and 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 rece

230、ivables principal 109,238 36,169,780 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,

231、074)Cash flows from financing activities:Proceeds and loans from Parent and other Groupcompanies(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 a

232、ctivities 7 (870)(863)Net cash provided 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,cashequivalents and restricted cash (12,822)(443,407)14,088 (442,141)Net increase(decrease)in cash,cash equivalents andrestricted cas

233、h (3,206,350)(19,493,255)(844,660)738,999 (22,805,266)Cash,cash equivalents and restricted cash at thebeginning of 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 ofthe year 55,235 13,123,016 5,671,331 7,882,627 26,732,209Notes:(1)Repr

234、esents the intercompany balances among Parent,the Primary Beneficiary of VIEs,Other Subsidiaries,and VIEs,and theelimination among them.(2)Represents the investment in and loans to the Primary Beneficiary of VIEs and Other Subsidiaries by the Parent,and intercompanyloans among the Primary Beneficiar

235、y of VIEs,Other Subsidiaries,and VIEs,and the elimination among them,and share of income(loss)of subsidiaries and VIEs under the equity method of accounting.The Parent transfers cash to its wholly-owned Hong Kongsubsidiaries by making capital contributions or providing loans,and the Hong Kong subsid

236、iaries transfer cash to the PrimaryBeneficiary of VIEs and other PRC subsidiaries by making capital contributions or providing loans to them.The PrimaryBeneficiary of VIEs also have intercompany loans with Other Subsidiaries and certain VIEs as part of our cash managementprogram.(3)Represents the in

237、tercompany transfer of intangible asset(advertising resources)from Parent to subsidiaries in 2020,transfer of atrademark from VIE to subsidiaries in 2018,the adjustment of amortization in relation to these intangible assets,and the eliminationof gain recognized in this transaction.(4)Represents inte

238、rcompany sales of services eliminated at the consolidation level,including payment platform,referral and otherservices provided by VIEs to Other Subsidiaries,and technical support services provided by Other Subsidiaries to VIEs.Table of Contents21Set forth below is the table showing the movement of

239、investment in subsidiaries and VIEs in the Parents financial statements asof and for the years ended December 31,2021,2022 and 2023.Investment in subsidiaries and net assets of VIEs(RMB in thousands)January 1,2021 57,035,601Share of loss of subsidiaries(696,144)Loss of VIEs(52,436)Share-based compen

240、sation costs incurred on behalf of subsidiaries and VIEs 1,537,995Capital injection to subsidiaries 4,581,814Foreign currency translation(117,766)December 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

241、 and VIEs 2,425,249Cash received from subsidiaries(5,267,047)Foreign currency translation 1,673,618December 31,2022 59,780,970Share of income of subsidiaries 5,618,262Income of VIEs 194,884Share-based compensation costs incurred on behalf of subsidiaries and VIEs 3,215,549Capital injection to subsid

242、iaries 467,939Foreign currency translation 1,588,985December 31,2023 70,866,589A.ReservedB.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk FactorsSummary of Risk FactorsAn investment in our ADSs involves significant risks.Below is a summ

243、ary of material risks we face,organized under relevantheadings.These risks are discussed more fully in“Item 3.Key InformationD.Risk Factors.”Risks Related to Our Business and IndustryOur business is susceptible to fluctuations in Chinas housing related industry.Our business is subject to government

244、regulations and policies guiding Chinas economy in general and,specifically,onexisting and new home sales and home rentals.If we are unable to continue to provide satisfactory experience to customers,our business and reputation may be materiallyand adversely affected.We may not succeed in continuing

245、 to maintain,protect and strengthen our brands,and any negative publicity about us,ourbusiness,our management,our business partners or the housing related industry in general may materially and adverselyaffect our reputation,business,results of operations and growth.Table of Contents22If our platfor

246、m is unable to continue to offer comprehensive authentic property listings,our business,financial conditionand results of operations could be materially and adversely affected.We have a limited operating history under our platform business model,and our historical growth and performance maynot be in

247、dicative of our future growth and financial results.Any failure or perceived failure by us to comply with the anti-monopoly and competition laws and regulations in the PRCmay result in governmental investigations,enforcement actions,litigation or claims against us and could have an adverseeffect on

248、business,reputation,results of operations and financial condition.Our business generates and processes a large amount of data and is subject to various evolving PRC laws and regulationsregarding cybersecurity and data privacy.Failure of cybersecurity and data privacy concerns could subject us to sig

249、nificantreputational,financial,legal and operational consequences,and deter current and potential customers from using ourservices.We cannot guarantee that our monetization strategies will be successfully implemented or generate sustainable revenuesand profit.We incurred net losses in the past,and w

250、e may not be able to remain profitable or increase profitability in the future.Our business is sensitive to economic conditions.A severe or prolonged downturn in the global or Chinese economy couldmaterially and adversely affect our business,financial condition and operating results.Risks Related to

251、 Our Corporate StructureKE Holdings Inc.is not an operating company in China but a Cayman Islands holding company with no materialoperations of its own and does not have a majority of equity ownership in the VIEs.We conduct our operations primarilythrough(i)our PRC subsidiaries and(ii)the VIEs,with

252、which we maintain contractual agreements.Investors in our ADSsthus are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in KE Holdings Inc.,a Cayman Islands holding company.If the PRC government finds that the agreements that establish the structure foro

253、perating our business do not comply with PRC laws and regulations,or if these regulations or their interpretations changein the future,we could be subject to severe penalties or be forced to relinquish our interests in those operations.Ourholding company in the Cayman Islands,the VIEs and investors

254、of our company face uncertainty about potential futureactions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and,consequently,significantly affect the financial performance of the VIEs and our company as a group.See“Item 3.KeyInformationD.Ris

255、k FactorsRisks Related to Our Corporate StructureIf the PRC government finds that theagreements that establish the structure for operating some of our operations in China do not comply with PRC regulationsrelating to the relevant industries,or if these regulations or the interpretation of existing r

256、egulations change in the future,we could be subject to severe penalties or be forced to relinquish our interests in those operations.”We rely on contractual arrangements with the VIEs and their shareholders to direct activities of the VIEs that mostsignificantly affect the economic performance of th

257、e VIEs and receive economic benefits from the VIEs that could besignificant to the VIEs,which may not be as effective as direct ownership in providing operational control.See“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureWe rely on contractual arrangements withthe VIEs

258、and their shareholders to direct activities of the VIEs that most significantly affect the economic performance ofthe VIEs and receive economic benefits from the VIEs that could be significant to the VIEs,which may not be as effectiveas direct ownership in providing operational control.”Any failure

259、by the VIEs or their shareholders to perform their obligations under our contractual arrangements with themwould have a material and adverse effect on part of our business.See“Item 3.Key InformationD.Risk FactorsRisksRelated to Our Corporate StructureAny failure by the VIEs or their shareholders to

260、perform their obligations under ourcontractual arrangements with them would have a material and adverse effect on part of our business.”Table of Contents23Risks Related to Doing Business in ChinaChanges in Chinas economic,political or social conditions or government policies could have a material ad

261、verse effect onour business and operations.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaChanges in Chinas economic,political or social conditions or government policies could have a material adverse effecton our business and operations.”Evolvements of the PRC legal

262、 system,including risks that rules and regulations can change quickly with little advancenotice and the enforcement practice of rules and regulations may vary,could result in uncertainties that could have amaterial adverse change in our operations and the value of our ADSs.See“Item 3.Key Information

263、D.Risk FactorsRisks Related to Doing Business in ChinaThe PRC legal system is evolving,which leads to uncertainties that couldmaterially and adversely affect us.”The PRC governments oversight and discretion over our business operations could result in a material adverse change inour operations and t

264、he value of our securities.The Chinese government may intervene or influence our operations at anytime,or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,andhas implemented,and may continue to implement,regulatory requirements.Our failure to

265、meet such requirements couldresult in a material change in our operations and/or the value of our securities.See“Item 3.Key InformationD.RiskFactorsRisks Related to Doing Business in ChinaThe PRC governments oversight and discretion over our businessoperations could result in a material adverse chan

266、ge in our operations and the value of our securities.”Filings,approvals or other administration requirements of the CSRC,the Cyberspace Administration of China or otherPRC governmental authorities may be required in connection with our future offshore offerings under PRC law.Anyactions by the Chines

267、e government to exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of such securities to signif

268、icantly decline or be worthless.See“Item 3.KeyInformationD.Risk FactorsRisks Related to Doing Business in ChinaFilings,approvals or other administrationrequirements of the CSRC,the Cyberspace Administration of China or other PRC governmental authorities may berequired in connection with our future o

269、ffshore offerings under PRC law.”The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financialstatements and the inability of the PCAOB to conduct inspections over our auditor in the past has deprived our investorswith the benefits of such

270、inspections.See“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business inChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for ourfinancial statements and the inability of the PCAOB to conduct inspections over our auditor in the

271、 past has deprived ourinvestors 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 toinspect or investigate completely auditors located in China.The delisting of the ADSs,or the threat of their bein

272、g delisted,may materially and adversely affect the value of your investment.In May 2022,in connection with its implementation ofthe HFCAA,the SEC conclusively named our company as a“Commission-Identified Issuer”following the filing of ourcompanys 2021 Form 20-F.On December 15,2022,the PCAOB removed

273、mainland China and Hong Kong from the list ofjurisdictions where it is unable to inspect or investigate completely registered public accounting firms.For this reason,wewere not identified as a Commission-Identified Issuer under the HFCAA after we filed the annual report on Form 20-F forthe fiscal ye

274、ar ended December 31,2022 and do not expect to be so identified after we file this annual report on Form 20-F.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 unab

275、le to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.”You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bring

276、ing actionsagainst us or our directors and officers named in the annual report based on foreign laws.Substantially all of our officersand directors are located in China,and it may be difficult to enforce liabilities and enforce judgments on those individuals.See“Item 3.Key InformationD.Risk FactorsR

277、isks Related to Doing Business in ChinaYou may experiencedifficulties in effecting service of legal process,enforcing foreign judgments or bringing actions against us or our directorsand officers named in the annual report based on foreign laws.”Table of Contents24Risks Related to Our Shares and ADS

278、sThe trading price of the ADSs and Class A ordinary shares may be volatile,which could result in substantial losses toinvestors.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others frompursuing any change of control transactions that hold

279、ers of our Class A ordinary shares and ADSs may view as beneficial.Risks Related to Our Business and IndustryOur business is susceptible to fluctuations in Chinas housing related industry.We are susceptible to market conditions of Chinas housing related industry,where we primarily conduct our busine

280、ss.Chinasresidential real estate industry has slowed down in recent years in terms of housing transaction volume and prices,and we cannot assureyou that the industry will grow or maintain its current scale in the future.Chinas housing related industry are influenced by economic,social,political and

281、other factors outside our control,including the general economic conditions and regulatory environment in China.The decline or fluctuation in the housing related industry may materially and adversely affect our business,financial condition andresults of operations.Furthermore,there may be situations

282、 where 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 potentiallyadversely affect our business of facilitating housing transactions and services.Our home renovation and

283、 furnishing business also partlydepends on the traffic referrals from the housing transactions on our platform.As a result,a slowdown in the housing related industrywould have an adverse effect on our revenues from home renovation and furnishing.In addition,our home rental and other emergingbusiness

284、 could also be adversely affected by the fluctuations in housing related industry.Our business is subject to government regulations and policies guiding Chinas economy in general and,specifically,on existing andnew home sales and home rentals.The housing related industry in China is also subject to

285、government regulations and policies.The PRC government has in recentyears announced a series of measures aimed to stabilize the PRC economy and specific sectors,including the housing related industry.Moves in regulations and policies on the housing related industry were more often made during the ti

286、mes when the housing prices areincreasing overwhelmingly,in line with the central governments principle that“housing is for living in,not for speculation,”which wasclearly emphasized in the Outline of the 14th Five-Year Plan for National Economic and Social Development and the Long-RangeObjectives T

287、hrough the Year 2035 for the Peoples Republic of China approved by the National Peoples Congress of the PRC in March2021.With the implementation of this plan,the PRC governmental authorities have taken steps to strengthen the regulation of the realestate industry,including by promulgating new regula

288、tions and policies on the housing related industry aiming at achieving dynamicbalance between demand and supply in the housing related industry,regulating speculative housing investment,and promoting socialstabilization and welfare.For instance,in response to the highly volatile housing prices start

289、ing from the fourth quarter of 2020,theMinistry of Housing and Urban-Rural Development of the PRC,jointly with other seven PRC regulatory authorities,issued the Notice onContinuous Improvement and Regulation of the Real Estate Market Order on July 13,2021,which aimed to strengthen the rectificationo

290、f improper or illegal behaviors in real estate development,sales and leasing of properties,and property services,which reflected thePRC regulatory authorities focus on stabilization and long-term healthy growth of the housing related industry.On October 23,2021,the National Peoples Congress of the P

291、RC authorized the State Council of the PRC to launch a five-yearpilot property tax reform program in selected regions where the owners of residential and non-residential properties(excluding ruralhouseholds)will be required to pay property tax.The State Council of the PRC has the discretion in decid

292、ing where and how theproperty tax will be implemented and administrated.We believe the pilot property tax reform program will also contribute to a healthier,more stable development of Chinas housing related industry and the formulation of a long-term mechanism for growth.Table of Contents25During th

293、e times when the housing prices were increasing significantly,central and local government authorities onceintroduced various control policies to specifically stabilize the housing related industry,including,among others,limiting the maximumamount of monthly mortgages and total monthly debt service

294、payments of an individual borrower;imposing a value-added tax on thesales proceeds for second-hand transfers subject to the length of holding period and type of properties;increasing the minimum amountand percentage of down payment of the purchase price of the residential property of a family;tighte

295、ning the availability of individualhousing loans in the housing related industry to individuals and their family members with more than one residential properties;andpublishing reference sale prices for existing home sales at different regions in a city.In 2021,the housing authorities of several cit

296、ies,such as Beijing and Shanghai,issued notices on enhancing comprehensive management on housing related industry or agents withrespect to advertising,sale of real estate properties,and financing for housing transactions.These measures have affected the growth rateof the housing related industry,and

297、 some have dissuaded potential purchasers from making purchases,causing a decline in transactionvolumes and average selling prices in both existing home sales and new home sales in 2021.Specifically,certain measures regulating theconduct of real estate developers have a particular impact on the tran

298、saction volumes and prices of new home sales.The measures in turnnot only have caused reduction in our customers demand for our platform services,but also prevented real estate developers fromraising the capital they need,increased their costs to start new projects,and changed the sales and marketin

299、g strategy of the developers ina way that reduces their demand for our platform services.Since the end of 2021,in response to a slowdown in the real estate industry,PRC government has made various efforts tosupport and stabilize the housing industry and some local government authorities have selecti

300、vely eased certain restrictions for thepurchase of residential properties.Since the second half of 2022,PRC government also made targeted efforts to promote housingdelivery and to resolve financing risks for real estate developers.Efforts include reducing the interest rate on individual housing loan

301、s forthe purchase of the first home by an individual borrower,increasing the availability of individual housing provident fund loans for thepurchase of residential properties by certain employees and their family members,and providing tax subsidies for the purchase ofresidential properties by indivi

302、duals and families.Since 2023,the PRC government has continued to roll out policies to bolster the realestate sector and allowed local governments to adjust and ease existing control policies according to the condition of their own housingmarket.Accordingly,various measures were introduced in differ

303、ent cities in China,including loosening the criteria of first-home buyerswho are qualified for lower down-payment ratios and mortgage rates,lowering the interest rates of existing mortgages for first-homepurchases and extending tax incentives for residential purchases.On April 27,2023,the Ministry o

304、f Housing and Urban-RuralDevelopment and the State Administration for Market Regulation jointly promulgated the Opinions on Regulating Real Estate BrokerageServices which advocate real estate agencies to reasonably reduce the service fees of housing sales and rental brokerage and propose toguide bot

305、h sellers and buyers of transactions to share the brokerage service fee.We have made corresponding adjustments in certaincities.For example,in September 2023,we have reduced commission rate for existing home transactions in Beijing and the fee is splitequally between sellers and buyers.The PRC gover

306、nmental authorities may continue to adopt new laws,regulations and policies fromtime to time with an aim to stabilize and support the long-term healthy development of the housing related industry in certain regions inChina,which might potentially affect our business.Table of Contents26The PRC govern

307、mental authorities also enact certain criteria to regulate the home rental market.For example,the State Councilof the PRC promulgated the Opinions of the General Office of the State Council on Accelerating the Cultivation and Development of theHome-Rental Market in 2016,which require the local housi

308、ng authorities to strengthen the administration of the home-rental marketparticipants,including residential tenancy enterprises,intermediary agencies and professionals,in coordination with other departments,and keep credit records of market participants.Moreover,the Ministry of Housing and Urban-Rur

309、al Development published theMeasures on Management of Residential Tenancy and Home Sales(Discussion Draft)for public discussion in May 2017.The measuresrequire the PRC authorities to enhance scrutiny on(i)the terms of duration and rent adjustments in lease agreements,(ii)the filing oflease agreement

310、s,and(iii)residential tenancy enterprises.In addition,the Measures on Residential Tenancy(Discussion Draft)publishedby the Ministry of Housing and Urban-Rural Development for public discussion in September 2020,which have not taken effect as of thedate of this annual report,state that(i)residential

311、tenancy enterprises are prohibited from inducing tenants to utilize rental installmentloans by providing rental discounts or by including any term of rental installment loans in the rental agreement;and(ii)commercialbanks may extend a rental installment loan only if the lease agreement has been regi

312、stered with local housing bureau and the term of theloan does not exceed the duration of the tenancy.Furthermore,the Opinions on Strengthening Regulation on Light-asset ResidentialRental Enterprises,published in April 2021,set out regulatory measures on various aspects,including standards of qualifi

313、cation,onlineregistration and filing of business operation,limitation and supervision on utilization of loans and monitoring of rents.In addition,at themunicipal level,many municipal governments issued regulations in relation to home rental business.For instance,in May 2022,the localauthorities in B

314、eijing issued the Regulations of Beijing on the Rental of Residential Properties,which impose specified requirements onhome rental business and conducting home rental related business on internet information platforms.If the PRC governmental authoritiesadopt any prohibitive measures or policies with

315、 respect to rental housing,or the interpretation of current laws and regulations relating tothe home rental market becomes more restrictive and rigorous,they may depress the home rental market,incur additional expenses,dissuade potential tenants from renting properties,and cause a decline in average

316、 rental rates.Frequent changes in government policiesmay also create uncertainty that could discourage investment in real estate.Our business may be materially and adversely affected as aresult of decreased demand of rental properties and increasing expenses that may result from government policies.

317、We cannot assure you that the existing restrictive policies and measures will be eased or lifted in the future,nor can we assureyou that the PRC government will not adopt additional and more stringent industry policies,regulations and measures in line with thechanges of the real estate market.Change

318、s in government policies may also create uncertainty that could affect the sentiment of potentialinvestors in real estate.If these changes in government policies result in decreasing transaction volumes in the housing related industry inChina or require us to make necessary changes to our businesses

319、 in compliance of new regulations and policies,our business and resultsof operations may be materially and adversely affected.In addition,the existing and future government regulations and policies maypositively or negatively affect different segments of our business operations in varied ways and de

320、grees,such as restricting our businesspractices and fee rates.As a result,we may adjust our strategies and business models in response to the evolving regulations and policies.We cannot assure you that these adjustments will be successful or materialize in positive business prospects and financial p

321、erformance.If we are unable to continue to provide satisfactory experience to customers,our business and reputation may be materially andadversely affected.The success of our business substantially hinges on our ability to provide quality customer experience,which in turn depends ona variety of fact

322、ors,including our ability to continue to offer integrated online and offline access to an extensive and authentic propertylisting database and to,together with the brokerage brands,stores and agents on our platform,provide convenient and secure housingtransactions and services experience and satisfa

323、ctory services to our customers.Interruptions or failures in the proper functioning of our platform hamper our delivery of satisfactory customer experience.These interruptions may be due to unforeseen events that are beyond our control or the control of the participants on our platform such asintens

324、ified competition due to market entry of new players with financial and other resources stronger than us,additional regulatoryrequirements which we cannot satisfy on a timely basis,or at all,or adverse development or negative publicity involving our platformparticipants.Moreover,although we endeavor

325、 to implement various service protocols and train the real estate agents and other relatedservice providers on our platform to ensure the quality of their service,we cannot guarantee that we will effectively manage all theagents and other service providers to ensure satisfactory customer experience

326、in all service settings.We have received customercomplaints about various services on our platform from time to time.If we are unable to continue to provide satisfactory customerexperience,customers may choose other service providers over our platform for their intended housing transactions and serv

327、ices,whichcould materially and adversely impact our reputation,business and results of operations.Table of Contents27We may not succeed in continuing to maintain,protect and strengthen our brands,and any negative publicity about us,our business,our management,our business partners or the housing rel

328、ated industry in general may materially and adversely affect ourreputation,business,results of operations and growth.We believe that the recognition and reputation of our brands among real estate agents,customers,real estate developers and theindustry in general have significantly contributed to the

329、 success of our business.Our ability to maintain,protect and strengthen ourbrands is critical to our market position.Maintaining and strengthening our brands will likely depend significantly on,among others,ourability to provide high-quality housing transaction services on our platform.We market our

330、 brands through efforts such as word-of-mouth marketing,sponsoring events,advertising and marketing through a variety of media.These efforts may not always achieve thedesired results.If we fail to maintain a strong brand,our business,results of operations and prospects will be materially and adverse

331、lyaffected.Our reputation and brands may be impacted by various factors,some of which are difficult or impossible to predict or controland costly or impossible to remediate.Negative publicity about us,such as alleged misconduct by our employees,connected agents orother business partners on our platf

332、orm,inauthentic property listings on our platform,unethical business practices,rumors relating to ourbusiness,management,employees,real estate agents on our platform,our shareholders and affiliates,our business partners or ourcompetitors and peers,or negative publicity about other companies that use

333、 similar brand names as ours,can harm our reputation,business and results of operations.These allegations,even if factually incorrect or based on isolated incidents,may lead to inquiries,regulatory investigations or legal actions against us.Such actions could substantially damage our reputation and cause us to incursignificant costs to defend ourselves.Any negative public perception or publicity r