Filing Details

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 

(Amendment No. 2)*

 

KE Holdings Inc.

 

(Name of Issuer)

 

Class A ordinary shares, par value US$0.00002 per share

 

 

(Title of Class of Securities)

 

482497 104**

 

(CUSIP Number)

 

Grain Bud Holding Limited Ritter House, Wickhams Cay II, Road Town Tortola VG1110, British Virgin Islands

 

 

(Name, Address and Telephone Number of Person Authorized to 

Receive Notices and Communications)

 

November 8, 2021

 

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** CUSIP number 482497 104 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the New York Stock Exchange under the symbol “BEKE.” Each ADS represents three class A ordinary shares.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.

482497 104

 

1	NAME OF REPORTING PERSON Propitious Global Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨   (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   885,301,280
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   885,301,280(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.8%.(2)
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

⁽¹⁾     Represents 157,894,050 Class A ordinary shares and 727,407,230 class B ordinary shares held by Propitious Global Holdings Limited.

 

⁽²⁾     Calculation is based on a total of 3,572,692,936 issued and outstanding ordinary shares (consisting of 2,687,391,656 class A ordinary shares and 885,301,280 class B ordinary shares) of the Issuer as of June 30, 2021 as a single class, reported on the Issuer’s current report on Form 6-K filed on August 12, 2021. The class B ordinary shares are treated as converted into class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

 

CUSIP No.

482497 104

 

1	NAME OF REPORTING PERSON Grain Bud Holding Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨   (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   885,301,280
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   885,301,280(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.8%.(2)
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

⁽¹⁾     Represents 157,894,050 Class A ordinary shares and 727,407,230 class B ordinary shares held by Propitious Global Holdings Limited, which is wholly owned by Grain Bud Holding Limited.

 

⁽²⁾     Calculation is based on a total of 3,572,692,936 issued and outstanding ordinary shares (consisting of 2,687,391,656 class A ordinary shares and 885,301,280 class B ordinary shares) of the Issuer as of June 30, 2021 as a single class, reported on the Issuer’s current report on Form 6-K filed on August 12, 2021. The class B ordinary shares are treated as converted into class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

 

  

CUSIP No.

482497 104

 

1	NAME OF REPORTING PERSON Z&Z Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨   (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   885,301,280
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   885,301,280(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.8%.(2)
14	TYPE OF REPORTING PERSON (See Instructions)   OO

  

⁽¹⁾            Represents 157,894,050 Class A ordinary shares and 727,407,230 class B ordinary shares held by Propitious Global Holdings Limited, which is wholly owned by Grain Bud Holding Limited, which is in turn wholly owned by Z&Z Trust.

 

⁽²⁾            Calculation is based on a total of 3,572,692,936 issued and outstanding ordinary shares (consisting of 2,687,391,656 class A ordinary shares and 885,301,280 class B ordinary shares) of the Issuer as of June 30, 2021 as a single class, reported on the Issuer’s current report on Form 6-K filed on August 12, 2021. The class B ordinary shares are treated as converted into class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

 

   

Explanatory Note

 

The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2021 as amended and supplemented by Amendment No. 1 filed with the Commission on July 29, 2021 (the “Statement”), is hereby further amended and supplemented by this Amendment No. 2 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Statement is hereby amended and supplemented by adding the following:

 

On November 8, 2021, Propitious Global executed a deed of amendment relating to the irrevocable proxy and power of attorney dated July 28, 2021 to clarify that, for the purposes of the irrevocable proxy and power of attorney, the subject shares shall also include (but not be limited to) any shares, interests, rights, stocks, securities and/or any instruments commonly known as “securities” of whatsoever class or nature that are or have been derived or obtained from, or which otherwise result from (whether as a result of any adjustment, conversion, exchange, and/or other transformation or otherwise) any part or portion or the whole of such 885,301,280 Class B ordinary shares held by Propitious Global.

 

On November 8, 2021, Propitious Global converted 157,894,050 shares of its Class B ordinary shares into Class A ordinary shares on a 1:1 basis.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Statement is hereby amended and supplemented by adding the following:

 

The information furnished in Item 3 of this Amendment is incorporated into this Item 4 by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(c) of the Statement is hereby amended and supplemented by adding the following:

 

(c): Except as disclosed in Item 4 hereof, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

Item 6 of the Statement is hereby amended and supplemented by adding the following:

 

The information furnished in Item 3 of the Amendment is incorporated into this Item 6 by reference. The deed of amendment relating to the irrevocable proxy and power of attorney is attached hereto as exhibit and is incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit No.	Description
A	Joint Filing Agreement dated November 8, 2021 by and between the Reporting Persons.
B	Deed of Amendment dated November 8, 2021 relating to The Irrevocable Proxy and Power of Attorney dated July 28, 2021 by Propitious Global Holdings Limited.

 

  

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 8, 2021

 

	Z&Z Trust
	Cantrust (Far East) Limited
	As Trustee of Z&Z Trust
	By:	/s/ Cantrust (Far East) Limited
	Grain Bud Holding Limited
	By:	/s/ Rustem Limited
		Name: Rustem Limited
		Title: Director
	Propitious Global Holdings Limited
	By:	/s/ Rustem Limited
		Name: Rustem Limited
		Title: Director