BEKE 6-K
KE Holdings Inc. (BEKE)
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 November 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
| Exhibit No. | Description |
|---|---|
| 99.1 | Next Day Disclosure Return Dated November 7, 2024 |
| 99.2 | Announcement—Date of Board Meeting |
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.
| KE Holdings Inc. | ||
|---|---|---|
| By | : | /s/ XU Tao |
| Name | : | XU Tao |
| Title | : | Chief Financial Officer |
Date: November 12, 2024
Exhibit 99.1
| FF305<br>Page 1 of 5 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: KE Holdings Inc.<br>Date Submitted: 07 November 2024<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes<br>Stock code (if listed) 02423 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 31 October 2024 3,491,188,042 0 3,491,188,042<br>1). Repurchase of shares (shares repurchased and cancelled)<br>Shares repurchased on September 3 to 6, 9 to 13, 16 to 20 and 23 to 25,<br>2024 and cancelled on November 7, 2024<br>Date of changes 07 November 2024<br>-12,054,612 0.331 % USD 4.7726 |
|---|
| FF305<br>Page 2 of 5 v 1.3.0<br>2). Other (please specify)<br>Conversion of Class B ordinary shares to Class A ordinary shares<br>Date of changes 07 November 2024<br>483,556 %<br>Closing balance as at (Notes 5 and 6) 07 November 2024 3,479,616,986 0 3,479,616,986<br><br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange No<br>Stock code (if listed) 02423 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 31 October 2024 145,897,002 0 145,897,002<br>1). Other (please specify)<br>Conversion of Class B ordinary shares to Class A ordinary shares<br>Date of changes 07 November 2024<br>-483,556 %<br>Closing balance as at (Notes 5 and 6) 07 November 2024 145,413,446 0 145,413,446<br><br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable<br>Remarks: Issued shares as a % of existing number of issued shares before relevant share issue calculated based on the Company's total number of issued shares of<br>3,637,085,044 shares (comprising 3,491,188,042 Class A ordinary shares and 145,897,002 Class B ordinary shares). |
| --- |
| FF305<br>Page 3 of 5 v 1.3.0<br>Confirmation Not applicable<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. 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.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- 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<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| --- |
| FF305<br>Page 4 of 5 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report Not applicable |
| --- |
| FF305<br>Page 5 of 5 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Siting Li<br>(Name)<br>Title: Joint Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
| --- |
Exhibit 99.2
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
KE Holdings Inc.
貝殼控股有限公司
(A company controlled throughweighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 2423)
Date of Board Meeting
The board of directors (the “Board”) of KE Holdings Inc. (the “Company”, together with its subsidiaries and consolidated affiliated entities, the “Group”) hereby announces that a meeting of the Board will be held on Thursday, November 21, 2024, for the purpose of, among other things, considering and approving the unaudited financial results of the Group for the three months ended September 30, 2024 and the publication.
The Company’s management will hold an earnings conference call on Thursday, November 21, 2024, at 7:00 A.M. U.S. Eastern Time or 8:00 P.M. Beijing/Hong Kong Time on the same day.
For participants who wish to join the conference call using dial-in numbers, please complete online registration using the link provided below at least 20 minutes prior to the scheduled call start time. Dial-in numbers, passcode and unique access PIN would be provided upon registering.
Participant Online Registration:
English Line: https://s1.c-conf.com/diamondpass/10042784-y6whdt.html
Chinese Simultaneous Interpretation Line (listen-only mode):
https://s1.c-conf.com/diamondpass/10042787-mwq6c3.html
A replay of the conference call will be accessible through November 28, 2024, by dialing the following numbers:
| United States: | +1-855-883-1031 |
|---|---|
| Mainland, China: | 400-1209-216 |
| Hong Kong, China: | 800-930-639 |
| International: | +61-7-3107-6325 |
| Replay PIN (English line): | 10042784 |
| Replay PIN (Chinese simultaneous interpretation line): | 10042787 |
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A live and archived webcast of the conference call will also be available at the Company’s investor relations website at https://investors.ke.com.
| By Order of the<br> Board |
|---|
| KE Holdings Inc. |
| Yongdong Peng |
| Chairman and Chief<br> Executive Officer |
Hong Kong, November 8, 2024
Asat the date of this announcement, the Board comprises Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Wangang Xu and Mr. TaoXu as the executive directors of the Company, Mr. Jeffrey Zhaohui Li as the non-executive director of the Company, and Ms. XiaohongChen, Mr. Hansong Zhu and Mr. Jun Wu as the independent non-executive directors of the Company.
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