Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
August 07 2024 - 8:56AM
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 August 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.
|
By |
: |
/s/ XU Tao |
|
Name |
: |
XU Tao |
|
Title |
: |
Chief Financial Officer |
Date: August 7, 2024
Exhibit 99.1
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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 July 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: KE Holdings Inc.
Date Submitted: 06 August 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 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 the Exchange (Note 1) No
Stock code (if listed) 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 |
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II. Movements in Issued Shares and/or Treasury Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02423 Description
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 3,529,562,630 0 3,529,562,630
Increase / decrease (-) -8,928,243 0
Balance at close of the month 3,520,634,387 0 3,520,634,387
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
Stock code (if listed) 02423 Description
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 147,500,681 0 147,500,681
Increase / decrease (-) -373,113 0
Balance at close of the month 147,127,568 0 147,127,568
Remarks:
Opening and closing balances of Class A ordinary shares shown above are including 124,564,926 and 124,086,855 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. |
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III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02423 Description
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
Number of new shares
issued during the month
pursuant thereto (A1)
Number of treasury
shares transferred out of
treasury during the
month pursuant thereto
(A2)
Number of shares which
may be issued or
transferred out of
treasury pursuant
thereto as at close of
the month
The total number of
shares which may be
issued or transferred out
of treasury 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)
25,247,001 Lapsed -23,847
Others -675
25,222,479 25,222,479 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 0 177,659,813
General Meeting approval date (if applicable)
Increase in issued shares (excluding treasury shares): WVR ordinary shares A (AA1)
Decrease in treasury shares: WVR ordinary shares A (AA2)
Total funds raised during the month from exercise of options: USD 0.01
Remarks:
1) Others: -675 refers to 675 options being exercised. The exercise of 675 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. |
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(B). Warrants to Issue Shares of the Issuer Not applicable |
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(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02423 Description
Description of other agreements or arrangements
General Meeting
approval date
(if applicable)
Number of new shares issued during
the month pursuant thereto (D1)
Number of treasury shares transferred
out of treasury during the month
pursuant thereto (D2)
Number of shares which may be issued
or transferred out of treasury 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 0 84,834,054
2). 2020 Share Incentive Plan - Restricted Shares (adopted in July 2020 and amended in April 2022, as
amended from time to time) 0 0 0
Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares A (DD1)
Decrease in treasury shares: 0 WVR ordinary shares A (DD2)
Remarks:
As of July 31, 2024, 84,834,054 shares of the issuer may be issued pursuant to the restricted share units granted under 2020 Share Incentive Plan.
20,134,695 restricted share units were granted under 2020 Share Incentive Plan during the month. 477,396 restricted share units granted under 2020 Share Incentive Plan have vested during
the month. 165,198 restricted share units granted under 2020 Share Incentive Plan were lapsed during the month. |
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(E). Other Movements in Issued Shares and/or Treasury Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02423 Description
Events
At price (if applicable)
Currency Amount
Date of event
(Note 2)
General Meeting
approval date
(if applicable)
Increase/ decrease (-) in issued
shares (excluding treasury
shares) during the month
pursuant thereto (E1)
Increase/ decrease (-) in
treasury shares during the
month pursuant thereto (E2)
Number of shares redeemed or
repurchased for cancellation but
not yet cancelled as at close of
the month (Note 3)
1). Repurchase of shares (shares repurchased for cancellation
but not yet cancelled) 14 June 2024 -15,237,504
2). Repurchase of shares (shares repurchased and cancelled) 22 July 2024 15 June 2023 -4,385,676
3). Repurchase of shares (shares repurchased and cancelled) 22 July 2024 14 June 2024 -4,915,680
4). Conversion of Class B ordinary shares to Class A ordinary
shares 22 July 2024 373,113
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
Stock code (if listed) 02423 Description
Events
At price (if applicable)
Currency Amount
Date of event
(Note 2)
General Meeting
approval date
(if applicable)
Increase/ decrease (-) in issued
shares (excluding treasury
shares) during the month
pursuant thereto (E1)
Increase/ decrease (-) in
treasury shares during the
month pursuant thereto (E2)
Number of shares redeemed or
repurchased for cancellation but
not yet cancelled as at close of
the month (Note 3)
1). Conversion of Class B ordinary shares to Class A ordinary
shares 22 July 2024 -373,113
Increase/ decrease (-) in issued shares (excluding treasury shares): -8,928,243 WVR ordinary shares A (EE1)
Increase/ decrease (-) in issued shares (excluding treasury shares): -373,113 WVR ordinary shares B (EE1)
Increase/ decrease (-) in treasury shares: WVR ordinary shares A (EE2)
Increase/ decrease (-) in treasury shares: WVR ordinary shares B (EE2)
Remarks:
Class A: 1) Repurchases of a total of 15,237,504 Class A ordinary shares represented by ADSs were made on July 1 to 3, 5, 8 to 12, 15 to 19, 22 to 26 and 29 to 31, 2024 on New York Stock
Exchange, but such shares are not yet cancelled as at July 31, 2024.
Class A: 2) & 3) A total of 9,301,356 Class A ordinary shares represented by ADSs (previously repurchased on New York Stock Exchange on May 1 to 3, 6 to 10, 23 to 24 and 28 to 31, 2024
and June 17, 18, 25 and 27, 2024) were cancelled on July 22, 2024. |
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Class A: 4) & Class B: 1) Subsequent to the cancellation of the repurchased 9,301,356 Class A ordinary shares on July 22, 2024, 373,113 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 issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -8,928,243 WVR ordinary shares A
Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -373,113 WVR ordinary shares B
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): WVR ordinary shares B |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares
sold or transferred by the issuer during the month as set out in Parts 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 carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as
applicable:
(Note 4)
(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares 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 5);
(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 all 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, sale or transfer;
(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) |
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Notes
1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as
"cancellation date".
In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in
treasury".
3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet
cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative
number.
4. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable 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, or the treasury shares sold or
transferred, no further confirmation is required to be made in this return.
5. “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. |
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