BEKE 6-K

KE Holdings Inc. (BEKE)

6-K 2026-06-15 For: 2026-06-15

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Added on July 04, 2026

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Exhibit No.		Description
3.1		Seventh Amended and Restated Memorandum and Articles of Association
99.1		Press Release—KE Holdings Inc. Announces Results of Annual General Meeting
99.2		Announcement—Poll Results of the Annual General Meeting Held on June 12, 2026

KE Holdings Inc.

By	:	/s/ XU Tao
Name	:	XU Tao
Title	:	Chief Financial Officer

	“ADS”	means an American Depositary Share representing Class A Ordinary Shares;

	“Affiliate”	means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control”, for the purpose of this defined term of “Affiliate” only, shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

	“Articles”	means these articles of association of the Company, as amended or substituted from time to time;

	“Auditors”	the auditors for the time being of the Company, if any;

	“Board” and “Board of Directors”	means the Directors assembled as a board or as a committee thereof;

	“Chairman”	means the chairman of the Board of Directors;

	“Class” or “Classes”	means any class or classes of Shares as may from time to time be issued by the Company;

	“Class A Ordinary Share”	means an ordinary share of the Company with a nominal or par value of US$0.00002, designated as a Class A Ordinary Share, having the rights set out in these Articles;

	“Class B Ordinary Share”	means an ordinary share of the Company with a nominal or par value of US$0.00002, designated as a Class B Ordinary Share, having the rights set out in these Articles;

	“Co-Founders”	Mr. Yongdong Peng (name in Chinese 彭永東) and Mr. Yigang Shan (name in Chinese 單一剛), each of whom, a “Co-Founder”;

	“Commission”	means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

	“Communication Facilities”	means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;

	“Companies Act”	means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

	“Companies Ordinance”	means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and every other ordinance incorporated therewith or substituted therefor; and in the case of any such substitution the references in these Articles to the provisions of the Companies Ordinance shall be read as references to the provisions substituted therefor in the new ordinance;

	“Company”	means KE Holdings Inc. (贝壳控股有限公司), a Cayman Islands exempted company;

	“Company’s Website”	means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders;

	“Compliance Adviser”	has the meaning given to it in the HKSE Listing Rules;

	“Corporate Governance Committee”	means the corporate governance committee of the Board established in accordance with Article 145;

	“Corporate Governance Report”	means the corporate governance report to be included in the Company’s annual reports or summary financial reports, if any, in accordance with the HKSE Listing Rules;

	“Designated Stock Exchange”	means the NYSE for so long as the Company’s Shares or ADSs are there listed, the HKSE for so long as the Company’s Shares or ADSs are there listed and any other securities exchange or other system on which any Shares or ADSs are listed or authorised for trading from time to time;

	“Designated Stock Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange;

	“Director”	means a member of the Board of Directors;

	“Director Holding Vehicle”	means a limited partnership, trust, private company or other vehicle wholly-owned and wholly-controlled by a Co-Founder, where (i) in the case of a limited partnership, the terms of the limited partnership must expressly specify that the voting rights attached to such shares are solely dictated by the Co-Founder; (ii) in the case of a trust, the Co-Founder must in substance retain an element of control of the trust and any immediate holding companies; and the purpose of the trust must be for estate planning and/or tax planning purposes; and (iii) in the case of a private company or other vehicle, the Co-Founder (or a trust referred to in (ii) above) must wholly own and control that vehicle at all relevant times;

	“electronic”	has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

	“electronic communication”	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the votes of the Board;

	“electronic record”	has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

	“Electronic Transactions Act”	means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

	“Executive Director”	refers to a Director of the Company who (i) is neither an Independent Director, Independent Non-executive Director nor a Director who is affiliated with or was appointed to the Board by a holder or a group of affiliated holders of preferred shares and/or Class A Ordinary Shares converted from preferred shares of the Company prior to the completion of the Company’s initial public offering of ADSs in the United States and (ii) maintains employment relationship with the Company;

	“HKSE”	means The Stock Exchange of Hong Kong Limited;

	“HKSE Listing Rules”	means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time;

	“Independent Director”	means a Director who is an independent director as defined in the NYSE Exchange Rules;

	“Independent Non-executive Director”	means a Director recognised as such by the relevant code, rules and regulations applicable to the listing of shares on the HKSE;

	“Memorandum of Association”	means the memorandum of association of the Company, as amended or substituted from time to time;

	“Nomination Committee”	means the nomination committee of the Board established in accordance with Article 140;

	“NYSE”	means the New York Stock Exchange;

	“NYSE Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the NYSE;

	“Ordinary Resolution”	means a resolution: (a)        passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or (b)        approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

	“Ordinary Share”	means an ordinary share of the Company with a nominal or par value of US$0.00002, including a Class A Ordinary Share, and a Class B Ordinary Share;

	“paid up”	means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

	“Person”	means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

	“Present”	means, in respect of any Person, such Person’s presence at a general meeting of Shareholders, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities;

	“Propitious”	Propitious Global Holdings Limited, a company incorporated in British Virgin Islands and is ultimately controlled by Z&Z Trust;

	“Recognised Clearing House”	shall include the recognised clearing house as defined in Part I of Schedule 1 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

	“Register”	means the register of Members of the Company maintained in accordance with the Companies Act;

	“Registered Office”	means the registered office of the Company as required by the Companies Act;

	“Seal”	means the common seal of the Company (if adopted) including any facsimile thereof;

	“Secretary”	means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

	“Securities Act”	means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

	“Share”	means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

	“Shareholder” or “Member”	means a Person who is registered as the holder of one or more Shares in the Register;

	“Share Premium Account”	means the share premium account established in accordance with these Articles and the Companies Act;

	“signed”	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

	“Special Resolution”	means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: (a)        passed by not less than three-fourths of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b)        approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

	“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;

	“United States”	means the United States of America, its territories, its possessions and all areas subject to its jurisdiction;

	“Virtual Meeting”	means any general meeting of the Shareholders at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

ORDINARY RESOLUTIONS			NUMBER OF VOTES CAST AND PERCENTAGE (%)			TOTAL NUMBER OF VOTING SHARES	TOTAL NUMBER OF VOTES CAST
ORDINARY RESOLUTIONS			FOR	AGAINST	ABSTAIN¹	TOTAL NUMBER OF VOTING SHARES	TOTAL NUMBER OF VOTES CAST
1.	To receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025 and the report of the auditors thereon.	Class A ordinary shares	2,588,938,266 (99.995945%)	104,985 (0.004055%)	1,149,496 –	2,589,043,251	2,589,043,251
		Class B ordinary shares	1,371,810,780 (100.000000%)	0 (0.000000%)	0 –	137,181,078	1,371,810,780
		TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES)	3,960,749,046 (99.997349%)	104,985 (0.002651%)	1,149,496 –	2,726,224,329	3,960,854,031
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
2(a)(i)	To re-elect Mr. Wangang Xu as an executive Director.	Class A ordinary shares	2,553,860,805 (98.614939%)	35,869,343 (1.385061%)	462,896 –	2,589,730,148	2,589,730,148
		Class B ordinary shares	1,371,810,780 (100.000000%)	0 (0.000000%)	0 –	137,181,078	1,371,810,780
		TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES)	3,925,671,585 (99.094561%)	35,869,343 (0.905439%)	462,896 –	2,726,911,226	3,961,540,928
	The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

	By Order of the Board
	KE Holdings Inc.
	Yongdong Peng
	Chairman and Chief Executive Officer