Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
June 07 2024 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-39436
KE Holdings Inc.
(Registrant’s Name)
Oriental Electronic Technology Building,
No. 2 Chuangye Road, Haidian District,
Beijing 100086
People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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KE Holdings Inc. |
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By |
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/s/ XU Tao |
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Name |
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XU Tao |
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Title |
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Chief
Financial Officer |
Date: June 7, 2024
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1809587/000110465924069217/tm2416642d1_ex99-1img001.jpg)
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 May 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: KE Holdings Inc.
Date Submitted: 06 June 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02423 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 24,114,698,720 USD 0.00002 USD 482,293.97
Increase / decrease (-) USD
Balance at close of the month 24,114,698,720 USD 0.00002 USD 482,293.97
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02423 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 885,301,280 USD 0.00002 USD 17,706.03
Increase / decrease (-) USD
Balance at close of the month 885,301,280 USD 0.00002 USD 17,706.03
Total authorised/registered share capital at the end of the month: USD 500,000 |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1809587/000110465924069217/tm2416642d1_ex99-1img002.jpg)
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II. Movements in Issued Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02423 Description
Balance at close of preceding month 3,577,284,062
Increase / decrease (-) -47,721,432
Balance at close of the month 3,529,562,630
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02423 Description
Balance at close of preceding month 149,494,964
Increase / decrease (-) -1,994,283
Balance at close of the month 147,500,681
Remarks:
Opening and closing balances of Class A ordinary shares shown above are including 126,532,296 and 125,542,542 Class A ordinary shares which are registered in the name of our depositary
bank for future issuance of ADSs upon the exercise or vesting of awards granted under the Share Incentive Plans respectively. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1809587/000110465924069217/tm2416642d1_ex99-1img003.jpg)
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III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02423
Particulars of share option
scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share options
outstanding at close of
the month
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued upon exercise of
all share options to be
granted under the
scheme at close of the
month
1). 2018 Share Option Plan
(adopted in August 2018
as amended from time
to time)
27,325,113 Lapsed -95,454
Others -989,754
26,239,905 26,239,905 0
General Meeting approval
date (if applicable)
2). 2020 Share Incentive
Plan (adopted in July
2020 and amended in
April 2022, as amended
from time to time)
0 0 0 197,646,155
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A):
Total funds raised during the month from exercise of options: USD 19.8
Remarks:
1) Others: -989,754 refers to 989,754 options being exercised. The exercise of 989,754 options was settled using the Class A ordinary shares registered in the name of our depositary bank
for future issuance of ADSs upon the exercise or vesting of awards granted under the Share Incentive Plans.
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable |
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(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02423
Description
General Meeting
approval date
(if applicable)
No. of new shares of issuer issued during
the month pursuant thereto (D)
No. of new shares of issuer which may be
issued pursuant thereto as at close of the
month
1). 2020 Share Incentive Plan - Restricted Share Units (adopted in July 2020 and
amended in April 2022, as amended from time to time) 0 65,394,075
2). 2020 Share Incentive Plan - Restricted Shares (adopted in July 2020 and amended
in April 2022, as amended from time to time) 0 0
Total D (WVR ordinary shares A): 0
Remarks:
As of May 31, 2024, 65,394,075 shares of the issuer may be issued pursuant to the restricted share units granted under 2020 Share Incentive Plan.
156,753 restricted share units granted under 2020 Share Incentive Plan were lapsed during the month.
(E). Other Movements in Issued Share
1. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02423
Type of Issue
At price (if applicable)
Currency Amount
Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
month
1). Repurchase of shares 15 June 2023 -4,385,676
2). Repurchase of shares 22 May 2024 15 June 2023 -49,715,715
3). Other (Please specify)
Conversion of Class B ordinary shares
to Class A ordinary shares
22 May 2024 1,994,283 |
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2. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares B Shares issuable to be listed on SEHK (Note 1, 5 and 6) No
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02423
Type of Issue
At price (if applicable)
Currency Amount
Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
month
1). Other (Please specify)
Conversion of Class B ordinary shares
to Class A ordinary shares
22 May 2024 -1,994,283
Total E (WVR ordinary shares A): -47,721,432
Total E (WVR ordinary shares B): -1,994,283
Remarks:
Class A: 1) Repurchases of a total of 4,385,676 Class A ordinary shares represented by ADSs were made on May 1 to 3, 6 to 10, 23 to 24 and 28 to 31, 2024 on New York Stock Exchange, but
such shares are not yet cancelled as at May 31, 2024.
Class A: 2) A total of 49,715,715 Class A ordinary shares represented by ADSs (previously repurchased on New York Stock Exchange on March 6, 18 to 22 and 25 to 28, 2024 and April 1 to 5, 8
to 12, 15 to 19, 22 to 26 and 29 to 30, 2024) were cancelled on May 22, 2024.
Class A: 3) & Class B: 1) Subsequent to the cancellation of the repurchased 49,715,715 Class A ordinary shares on May 22, 2024, 1,994,283 Class B ordinary shares were converted to Class A
ordinary shares on a one-to-one ratio pursuant to Rule 8A.21 of the Listing Rules.
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) -47,721,432
Total increase / decrease (-) in WVR ordinary shares B during the month (i.e. Total of A to E) -1,994,283 |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been
previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 3);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has
been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Submitted by: Siting Li
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return
published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
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3. “Identical” means in this context:
. the securities are of the same nominal value with the same amount called up or paid up;
. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
exactly the same sum (gross and net); and
. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date” |
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