Form SCHEDULE 13D/A KE Holdings Inc. Filed by: Ever Orient International Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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KE Holdings Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.00002 per share (Title of Class of Securities) |
(CUSIP Number) |
Ever Orient International Ltd. Craigmuir Chambers, Road Town, Tortola, D8, VG1110 86 10 5810 4689 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/25/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ever Orient International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
156,906,542.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents 62,824,251 Class A ordinary shares and 94,082,291 Class B ordinary shares held by Ever Orient International Limited. Calculation is based on a total of 3,309,006,249 issued and outstanding ordinary shares (consisting of 3,174,103,087 Class A ordinary shares and 134,903,162 Class B ordinary shares) of the Issuer as of August 31, 2026 as a single class, reported on Exhibit 99.5 to the Issuer's current report on Form 6-K filed on September 8, 2026. 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.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Data Bliss Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
156,906,542.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents 62,824,251 Class A ordinary shares and 94,082,291 Class B ordinary shares held by Ever Orient International Limited, which is wholly owned by Data Bliss Limited. Calculation is based on a total of 3,309,006,249 issued and outstanding ordinary shares (consisting of 3,174,103,087 Class A ordinary shares and 134,903,162 Class B ordinary shares) of the Issuer as of August 31, 2026 as a single class, reported on Exhibit 99.5 to the Issuer's current report on Form 6-K filed on September 8, 2026. 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.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PENG Yongdong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
156,906,542.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents 62,824,251 Class A ordinary shares and 94,082,291 Class B ordinary shares held by Ever Orient International Limited, which is wholly owned by Data Bliss Limited and beneficially owned by Mr. PENG Yongdong. Calculation is based on a total of 3,309,006,249 issued and outstanding ordinary shares (consisting of 3,174,103,087 Class A ordinary shares and 134,903,162 Class B ordinary shares) of the Issuer as of August 31, 2026 as a single class, reported on Exhibit 99.5 to the Issuer's current report on Form 6-K filed on September 8, 2026. 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.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.00002 per share | |
| (b) | Name of Issuer:
KE Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Oriental Electronic Technology Building, No. 2 Chuangye Road, Haidian District, Beijing,
CHINA
, 100086. | |
Item 1 Comment:
The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on May 30, 2024 (the "Statement"), is hereby amended and supplemented by this Amendment No. 1 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 2. | Identity and Background | |
| (a) | No change from the Statement. | |
| (b) | No change from the Statement. | |
| (c) | No change from the Statement. | |
| (d) | No change from the Statement. | |
| (e) | No change from the Statement. | |
| (f) | No change from the Statement. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Other than the continuing conversion of certain Class B ordinary shares to Class A ordinary shares from time to time as described in the Statement, there is no change from the information on the Statement. | ||
| Item 4. | Purpose of Transaction | |
On September 25, 2026, the Reporting Persons disposed of 5,344,661 ADSs representing 16,033,983 Class A ordinary shares, causing the beneficial ownership percentage of the Reporting Persons to decrease to below five percent of the Issuer's total issued and outstanding ordinary shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 7 through 11 and Item 13 of each of the cover pages of this Statement for the Reporting Persons are incorporated herein by reference. | |
| (b) | Items 7 through 11 and Item 13 of each of the cover pages of this Statement for the Reporting Persons are incorporated herein by reference. | |
| (c) | On September 25, 2026, the Reporting Persons disposed of 5,344,661 ADSs representing 16,033,983 Class A ordinary shares, causing the beneficial ownership percentage of the Reporting Persons to decrease to below five percent of the Issuer's total issued and outstanding ordinary shares. | |
| (e) | September 25, 2026 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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