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 December 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.
| KE Holdings Inc. | ||
|---|---|---|
| By | : | /s/ XU Tao |
| Name | : | XU Tao |
| Title | : | Chief Financial Officer |
Date: December 9, 2024
Exhibit 99.1
| FF305<br>Page 1 of 6 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: 02 December 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) 27 November 2024 3,479,616,986 0 3,479,616,986<br>1). Other (please specify)<br>See Part B<br>Date of changes 29 November 2024<br>%<br>Closing balance as at (Notes 5 and 6) 29 November 2024 3,479,616,986 0 3,479,616,986 |
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| FF305<br>Page 2 of 6 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 25 November 2024<br>644,190 % USD 6.2093<br>2). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 26 November 2024<br>650,004 % USD 6.1538<br>3). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 27 November 2024<br>621,036 % USD 6.4408<br>4). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 29 November 2024<br>639,621 0.018 % USD 6.2537<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>3,625,030,432 shares (comprising 3,479,616,986 Class A ordinary shares and 145,413,446 Class B ordinary shares). |
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| FF305<br>Page 3 of 6 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. |
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| FF305<br>Page 4 of 6 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<br>Section II<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. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 29 November 2024 639,621 On another stock exchange<br>New York Stock Exchange<br>USD 6.36 USD 6.17 USD 3,999,998<br>Total number of shares<br>repurchased 639,621 Aggregate price paid $ USD 3,999,998<br>Number of shares<br>repurchased for<br>cancellation<br>639,621<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 14 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 50,202,054<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.365 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 29 December 2024 |
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| FF305<br>Page 5 of 6 v 1.3.0<br>We hereby confirm that the repurchases set out in A above which were made on another stock exchange were made in accordance with the applicable Main Board Listing Rules and there have<br>been no material changes to the particulars contained in the Explanatory Statement dated 26 April 2024 which has been filed with the Exchange. We also confirm that any purchases set out in A<br>above which were made on another stock exchange were made in accordance with the applicable rules applying to purchases made on that other exchange.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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| FF305<br>Page 6 of 6 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) |
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Exhibit 99.2
| FF305<br>Page 1 of 6 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: 03 December 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) 29 November 2024 3,479,616,986 0 3,479,616,986<br>1). Other (please specify)<br>See Part B<br>Date of changes 02 December 2024<br>%<br>Closing balance as at (Notes 5 and 6) 02 December 2024 3,479,616,986 0 3,479,616,986 |
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| FF305<br>Page 2 of 6 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 25 November 2024<br>644,190 % USD 6.2093<br>2). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 26 November 2024<br>650,004 % USD 6.1538<br>3). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 27 November 2024<br>621,036 % USD 6.4408<br>4). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 29 November 2024<br>639,621 % USD 6.2537<br>5). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 02 December 2024<br>629,262 0.017 % USD 6.3566<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>3,625,030,432 shares (comprising 3,479,616,986 Class A ordinary shares and 145,413,446 Class B ordinary shares). |
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| FF305<br>Page 3 of 6 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. |
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| FF305<br>Page 4 of 6 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<br>Section II<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. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 02 December 2024 629,262 On another stock exchange<br>New York Stock Exchange<br>USD 6.41 USD 6.29 USD 3,999,988<br>Total number of shares<br>repurchased 629,262 Aggregate price paid $ USD 3,999,988<br>Number of shares<br>repurchased for<br>cancellation<br>629,262<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 14 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 50,831,316<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.382 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 01 January 2025 |
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| FF305<br>Page 5 of 6 v 1.3.0<br>We hereby confirm that the repurchases set out in A above which were made on another stock exchange were made in accordance with the applicable Main Board Listing Rules and there have<br>been no material changes to the particulars contained in the Explanatory Statement dated 26 April 2024 which has been filed with the Exchange. We also confirm that any purchases set out in A<br>above which were made on another stock exchange were made in accordance with the applicable rules applying to purchases made on that other exchange.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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| FF305<br>Page 6 of 6 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) |
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Exhibit 99.3
| FF305<br>Page 1 of 6 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: 04 December 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) 02 December 2024 3,479,616,986 0 3,479,616,986<br>1). Other (please specify)<br>See Part B<br>Date of changes 03 December 2024<br>%<br>Closing balance as at (Notes 5 and 6) 03 December 2024 3,479,616,986 0 3,479,616,986 |
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| FF305<br>Page 2 of 6 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 25 November 2024<br>644,190 % USD 6.2093<br>2). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 26 November 2024<br>650,004 % USD 6.1538<br>3). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 27 November 2024<br>621,036 % USD 6.4408<br>4). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 29 November 2024<br>639,621 % USD 6.2537<br>5). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 02 December 2024<br>629,262 % USD 6.3566<br>6). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 03 December 2024<br>616,872 0.017 % USD 6.478<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>3,625,030,432 shares (comprising 3,479,616,986 Class A ordinary shares and 145,413,446 Class B ordinary shares). |
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| FF305<br>Page 3 of 6 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. |
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| FF305<br>Page 4 of 6 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<br>Section II<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. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 03 December 2024 616,872 On another stock exchange<br>New York Stock Exchange<br>USD 6.52 USD 6.42 USD 3,996,117<br>Total number of shares<br>repurchased 616,872 Aggregate price paid $ USD 3,996,117<br>Number of shares<br>repurchased for<br>cancellation<br>616,872<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 14 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 51,448,188<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.399 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 02 January 2025 |
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| FF305<br>Page 5 of 6 v 1.3.0<br>We hereby confirm that the repurchases set out in A above which were made on another stock exchange were made in accordance with the applicable Main Board Listing Rules and there have<br>been no material changes to the particulars contained in the Explanatory Statement dated 26 April 2024 which has been filed with the Exchange. We also confirm that any purchases set out in A<br>above which were made on another stock exchange were made in accordance with the applicable rules applying to purchases made on that other exchange.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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| FF305<br>Page 6 of 6 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) |
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Exhibit 99.4
| FF305<br>Page 1 of 6 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: 05 December 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) 03 December 2024 3,479,616,986 0 3,479,616,986<br>1). Other (please specify)<br>See Part B<br>Date of changes 04 December 2024<br>%<br>Closing balance as at (Notes 5 and 6) 04 December 2024 3,479,616,986 0 3,479,616,986 |
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| FF305<br>Page 2 of 6 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 25 November 2024<br>644,190 % USD 6.2093<br>2). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 26 November 2024<br>650,004 % USD 6.1538<br>3). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 27 November 2024<br>621,036 % USD 6.4408<br>4). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 29 November 2024<br>639,621 % USD 6.2537<br>5). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 02 December 2024<br>629,262 % USD 6.3566<br>6). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 03 December 2024<br>616,872 % USD 6.478<br>7). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 04 December 2024<br>637,371 0.018 % USD 6.2758<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>3,625,030,432 shares (comprising 3,479,616,986 Class A ordinary shares and 145,413,446 Class B ordinary shares). |
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| FF305<br>Page 3 of 6 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. |
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| FF305<br>Page 4 of 6 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<br>Section II<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. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 04 December 2024 637,371 On another stock exchange<br>New York Stock Exchange<br>USD 6.35 USD 6.21 USD 3,999,992<br>Total number of shares<br>repurchased 637,371 Aggregate price paid $ USD 3,999,992<br>Number of shares<br>repurchased for<br>cancellation<br>637,371<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 14 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 52,085,559<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.416 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 03 January 2025 |
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| FF305<br>Page 5 of 6 v 1.3.0<br>We hereby confirm that the repurchases set out in A above which were made on another stock exchange were made in accordance with the applicable Main Board Listing Rules and there have<br>been no material changes to the particulars contained in the Explanatory Statement dated 26 April 2024 which has been filed with the Exchange. We also confirm that any purchases set out in A<br>above which were made on another stock exchange were made in accordance with the applicable rules applying to purchases made on that other exchange.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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| FF305<br>Page 6 of 6 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) |
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Exhibit 99.5
| FF301<br>Page 1 of 11 v 1.1.1<br>Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in<br>Securities<br>For the month ended: 30 November 2024 Status: New Submission<br>To : Hong Kong Exchanges and Clearing Limited<br>Name of Issuer: KE Holdings Inc.<br>Date Submitted: 05 December 2024<br>I. Movements in Authorised / Registered Share Capital<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02423 Description<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 24,114,698,720 USD 0.00002 USD 482,293.97<br>Increase / decrease (-) USD<br>Balance at close of the month 24,114,698,720 USD 0.00002 USD 482,293.97<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No<br>Stock code (if listed) 02423 Description<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 885,301,280 USD 0.00002 USD 17,706.03<br>Increase / decrease (-) USD<br>Balance at close of the month 885,301,280 USD 0.00002 USD 17,706.03<br>Total authorised/registered share capital at the end of the month: USD 500,000 |
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| FF301<br>Page 2 of 11 v 1.1.1<br>II. Movements in Issued Shares and/or Treasury Shares<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02423 Description<br>Number of issued shares<br>(excluding treasury shares) Number of treasury shares Total number of issued shares<br>Balance at close of preceding month 3,491,188,042 0 3,491,188,042<br>Increase / decrease (-) -11,571,056 0<br>Balance at close of the month 3,479,616,986 0 3,479,616,986<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No<br>Stock code (if listed) 02423 Description<br>Number of issued shares<br>(excluding treasury shares) Number of treasury shares Total number of issued shares<br>Balance at close of preceding month 145,897,002 0 145,897,002<br>Increase / decrease (-) -483,556 0<br>Balance at close of the month 145,413,446 0 145,413,446<br>Remarks:<br>Opening and closing balances of Class A ordinary shares shown above are including 121,626,426 and 121,406,193 Class A ordinary shares which are registered in the name of our depositary<br>bank for future issuance of ADSs upon the exercise or vesting of awards granted under the Share Incentive Plans respectively. |
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| FF301<br>Page 3 of 11 v 1.1.1<br>III. Details of Movements in Issued Shares and/or Treasury Shares<br>(A). Share Options (under Share Option Schemes of the Issuer)<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02423 Description<br>Particulars of share option scheme<br>Number of share<br>options outstanding at<br>close of preceding<br>month<br>Movement during the month<br>Number of share<br>options outstanding at<br>close of the month<br>Number of new shares<br>issued during the month<br>pursuant thereto (A1)<br>Number of treasury<br>shares transferred out of<br>treasury during the<br>month pursuant thereto<br>(A2)<br>Number of shares which<br>may be issued or<br>transferred out of<br>treasury pursuant<br>thereto as at close of<br>the month<br>The total number of<br>shares which may be<br>issued or transferred out<br>of treasury upon<br>exercise of all share<br>options to be granted<br>under the scheme at<br>close of the month<br>1). 2018 Share Option Plan<br>(adopted in August 2018 as<br>amended from time to time)<br>23,247,876 Lapsed -2,700<br>Others -220,233<br>23,024,943 23,024,943 0<br>General Meeting approval date (if applicable)<br>2). 2020 Share Incentive Plan<br>(adopted in July 2020 and<br>amended in April 2022, as<br>amended from time to time)<br>0 0 0 176,780,213<br>General Meeting approval date (if applicable)<br>Increase in issued shares (excluding treasury shares): WVR ordinary shares A (AA1)<br>Decrease in treasury shares: WVR ordinary shares A (AA2)<br>Total funds raised during the month from exercise of options: USD 4.4<br>Remarks:<br>1) Others: -220,233 refers to 220,233 options being exercised. The exercise of 220,233 options was settled using the Class A ordinary shares registered in the name of our depositary bank for<br>future issuance of ADSs upon the exercise or vesting of awards granted under the Share Incentive Plans. |
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| FF301<br>Page 4 of 11 v 1.1.1<br>(B). Warrants to Issue Shares of the Issuer Not applicable |
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| FF301<br>Page 5 of 11 v 1.1.1<br>(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
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| FF301<br>Page 6 of 11 v 1.1.1<br>(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02423 Description<br>Description of other agreements or arrangements<br>General Meeting<br>approval date<br>(if applicable)<br>Number of new shares issued during<br>the month pursuant thereto (D1)<br>Number of treasury shares transferred<br>out of treasury during the month<br>pursuant thereto (D2)<br>Number of shares which may be issued<br>or transferred out of treasury pursuant<br>thereto as at close of the month<br>1). 2020 Share Incentive Plan - Restricted Share Units (adopted in July 2020 and amended in April<br>2022, as amended from time to time) 0 0 85,081,305<br>2). 2020 Share Incentive Plan - Restricted Shares (adopted in July 2020 and amended in April 2022, as<br>amended from time to time) 0 0 0<br>Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares A (DD1)<br>Decrease in treasury shares: 0 WVR ordinary shares A (DD2)<br>Remarks:<br>As of November 30, 2024, 85,081,305 shares of the issuer may be issued pursuant to the restricted share units granted under 2020 Share Incentive Plan.<br>51,951 restricted share units granted under 2020 Share Incentive Plan were lapsed during the month. |
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| FF301<br>Page 7 of 11 v 1.1.1<br>(E). Other Movements in Issued Shares and/or Treasury Shares<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02423 Description<br>Events<br>At price (if applicable)<br>Currency Amount<br>Date of event<br>(Note 2)<br>General Meeting<br>approval date<br>(if applicable)<br>Increase/ decrease (-) in issued<br>shares (excluding treasury<br>shares) during the month<br>pursuant thereto (E1)<br>Increase/ decrease (-) in<br>treasury shares during the<br>month pursuant thereto (E2)<br>Number of shares redeemed or<br>repurchased for cancellation but<br>not yet cancelled as at close of<br>the month (Note 3)<br>1). Repurchase of shares (shares repurchased for cancellation<br>but not yet cancelled) 14 June 2024 -2,554,851<br>2). Repurchase of shares (shares repurchased and cancelled) 07 November 2024 14 June 2024 -12,054,612<br>3). Conversion of Class B ordinary shares to Class A ordinary<br>shares 07 November 2024 483,556<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No<br>Stock code (if listed) 02423 Description<br>Events<br>At price (if applicable)<br>Currency Amount<br>Date of event<br>(Note 2)<br>General Meeting<br>approval date<br>(if applicable)<br>Increase/ decrease (-) in issued<br>shares (excluding treasury<br>shares) during the month<br>pursuant thereto (E1)<br>Increase/ decrease (-) in<br>treasury shares during the<br>month pursuant thereto (E2)<br>Number of shares redeemed or<br>repurchased for cancellation but<br>not yet cancelled as at close of<br>the month (Note 3)<br>1). Conversion of Class B ordinary shares to Class A ordinary<br>shares 07 November 2024 -483,556<br>Increase/ decrease (-) in issued shares (excluding treasury shares): -11,571,056 WVR ordinary shares A (EE1)<br>Increase/ decrease (-) in issued shares (excluding treasury shares): -483,556 WVR ordinary shares B (EE1)<br>Increase/ decrease (-) in treasury shares: WVR ordinary shares A (EE2)<br>Increase/ decrease (-) in treasury shares: WVR ordinary shares B (EE2)<br>Remarks:<br>Class A: 1) Repurchases of a total of 2,554,851 Class A ordinary shares represented by ADSs were made on November 25 to 27 and 29, 2024 on New York Stock Exchange, but such shares are<br>not yet cancelled as at November 30, 2024.<br>Class A: 2) A total of 12,054,612 Class A ordinary shares represented by ADSs (previously repurchased on New York Stock Exchange on September 3 to 6, 9 to 13, 16 to 20 and 23 to 25, 2024)<br>were cancelled on November 7, 2024.<br>Class A: 3) & Class B: 1) Subsequent to the cancellation of the repurchased 12,054,612 Class A ordinary shares on November 7, 2024, 483,556 Class B ordinary shares were converted to Class |
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| FF301<br>Page 8 of 11 v 1.1.1<br>A ordinary shares on a one-to-one ratio pursuant to Rule 8A.21 of the Listing Rules.<br>Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -11,571,056 WVR ordinary shares A<br>Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -483,556 WVR ordinary shares B<br>Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A<br>Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): WVR ordinary shares B |
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| FF301<br>Page 9 of 11 v 1.1.1<br>IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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| FF301<br>Page 10 of 11 v 1.1.1<br>V. Confirmations<br>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<br>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<br>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<br>applicable:<br>(Note 4)<br>(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;<br>(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;<br>(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;<br>(iv) all the securities of each class are in all respects identical (Note 5);<br>(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<br> been made with all other legal requirements;<br>(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;<br>(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<br> consideration for all such property has been duly satisfied; and<br>(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<br> Registrar of Companies.<br>Submitted by: Siting Li<br>Title: Joint Company Secretary<br>(Director, Secretary or other Duly Authorised Officer) |
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| FF301<br>Page 11 of 11 v 1.1.1<br>Notes<br>1. The Exchange refers to The Stock Exchange of Hong Kong Limited.<br>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<br>"cancellation date".<br>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<br>treasury".<br>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<br>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<br>number.<br>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<br>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<br>transferred, no further confirmation is required to be made in this return.<br>5. “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. |
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Exhibit 99.6
| FF305<br>Page 1 of 6 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: 06 December 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) 04 December 2024 3,479,616,986 0 3,479,616,986<br>1). Other (please specify)<br>See Part B<br>Date of changes 05 December 2024<br>%<br>Closing balance as at (Notes 5 and 6) 05 December 2024 3,479,616,986 0 3,479,616,986 |
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| FF305<br>Page 2 of 6 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)<br>1). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 25 November 2024<br>644,190 % USD 6.2093<br>2). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 26 November 2024<br>650,004 % USD 6.1538<br>3). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 27 November 2024<br>621,036 % USD 6.4408<br>4). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 29 November 2024<br>639,621 % USD 6.2537<br>5). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 02 December 2024<br>629,262 % USD 6.3566<br>6). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 03 December 2024<br>616,872 % USD 6.478<br>7). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 04 December 2024<br>637,371 % USD 6.2758<br>8). Repurchase of shares (or other securities) but not cancelled<br>Date of changes 05 December 2024<br>638,619 0.018 % USD 6.2635<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>3,625,030,432 shares (comprising 3,479,616,986 Class A ordinary shares and 145,413,446 Class B ordinary shares). |
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| FF305<br>Page 3 of 6 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. |
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| FF305<br>Page 4 of 6 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<br>Section II<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. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 05 December 2024 638,619 On another stock exchange<br>New York Stock Exchange<br>USD 6.33 USD 6.22 USD 3,999,990<br>Total number of shares<br>repurchased 638,619 Aggregate price paid $ USD 3,999,990<br>Number of shares<br>repurchased for<br>cancellation<br>638,619<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>0<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 14 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 52,724,178<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>1.434 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 04 January 2025 |
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| FF305<br>Page 5 of 6 v 1.3.0<br>We hereby confirm that the repurchases set out in A above which were made on another stock exchange were made in accordance with the applicable Main Board Listing Rules and there have<br>been no material changes to the particulars contained in the Explanatory Statement dated 26 April 2024 which has been filed with the Exchange. We also confirm that any purchases set out in A<br>above which were made on another stock exchange were made in accordance with the applicable rules applying to purchases made on that other exchange.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange. |
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| FF305<br>Page 6 of 6 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) |
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