Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
02 Enero 2024 - 5:45AM
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 January 2024
Commission File Number: 001-39436
KE Holdings Inc.
(Registrant’s Name)
Oriental Electronic Technology Building,
No. 2 Chuangye Road, Haidian District,
Beijing 100086
People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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KE Holdings Inc. |
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By |
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/s/ XU Tao |
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Name |
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XU Tao |
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Title |
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Chief Financial Officer |
Date: January 2, 2024
Exhibit 99.1
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Page 1 of 6 v 1.2.5
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
Instrument: Equity issuer Status: New Submission
Name of Issuer: KE Holding Inc.
Date Submitted: 27 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 11) Yes
Stock code (if listed) 02423 Description
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 21 December 2023 3,571,960,220
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 November 2023
1,500,000 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 November 2023
1,500,000 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 November 2023
300,000 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 November 2023
300,000 % % |
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Page 2 of 6 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 November 2023
1,500,000
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 November 2023
1,500,000
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 November 2023
1,496,802
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 November 2023
4,051,458
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 November 2023
1,499,688
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 November 2023
342,387
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 November 2023
1,164,279
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 November 2023
955,146
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 November 2023
378,348
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 29 November 2023
377,922
%
%
15). Repurchase of shares (or other securities) but not
cancelled 376,245
%
% |
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Page 3 of 6 v 1.2.5
Date of changes 30 November 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 December 2023
381,615 % %
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 December 2023
386,571 % %
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 05 December 2023
1,974,447 % %
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 December 2023
989,820 % %
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 December 2023
396,480 % %
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 December 2023
380,520 % %
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 December 2023
391,590 % %
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 December 2023
1,922,814 0.052 % %
Closing balance as at (Note 8) 22 December 2023 3,571,960,220 |
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N/A
Notes to Section I:
1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. 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
Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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 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 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 notes, these must be disclosed
as 2 separate categories.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “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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11. SEHK refers to Stock Exchange of Hong Kong. |
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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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note) Yes
Stock code (if listed) 02423 Description
A. Purchase report
Trading date Number of securities
purchased
Method of purchase
(Note)
Price per share or highest price
paid $ Lowest price paid $ Total paid $
1). 22 December 2023 1,922,814 On another stock exchange
New York Stock Exchange
USD 5.23 USD 5.08 USD 9,996,005
Total number of securities
purchased 1,922,814 Total paid $ USD 9,996,005
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a)
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
%
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
been no material changes to the particulars contained in the Explanatory Statement dated 27 April 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A
above which were made on another stock exchange were made in accordance with the applicable rules applying to purchases made on that other exchange.
Remarks: B1) Number of such securities purchased on the above said exchange since the ordinary resolution passed at the annual general meeting held on June 15, 2023 is
88,053,585.
B2) % of number of shares in issue at time the ordinary resolution passed acquired on the above said exchange since date of resolution is 2.325%.
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Siting Li
(Name)
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.2
Hong Kong 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 arising from
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 through weighted voting
rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 2423)
GRANT OF RESTRICTED SHARE UNITS
The Company approved to grant an aggregate of
2,951,061 RSUs (representing equal number of underlying Class A ordinary shares) to 121 employees on January 1, 2024 (the “Employee
Grants”) pursuant to the 2020 Share Incentive Plan, subject to the acceptance by the Grantees. Such Employee Grants would not
be subject to the Shareholders’ approval. None of the Grantees was a Director, chief executive or substantial shareholder of the
Company, or an associate of any of them.
The Employee Grants are subject to the terms
and conditions of the 2020 Share Incentive Plan and the award agreements entered into between the Company and each of the Grantees. The
principal terms of the 2020 Share Incentive Plan were set out in the section headed “Statutory and General Information –
The Share Incentive Plans – 2020 Share Incentive Plan” in Appendix IV to the listing document of the Company dated May 5,
2022 and the 2022 annual report of the Company dated April 27, 2023.
Details of the Employee Grants are set out below:
Date
of grant |
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January 1,
2024 |
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Total
number of RSUs to be granted |
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2,951,061 RSUs |
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Purchase
price of RSUs to be granted |
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Nil |
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Closing
price of the Class A ordinary shares on the business day immediately preceding the date of grant |
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HK$43.30 per share |
Vesting
condition and periods |
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Subject to
the terms of the award agreements entered into between the Company and each of the Grantees and the 2020 Share Incentive Plan, the
RSUs to be granted under the Employee Grants shall vest in accordance with the following schedules: |
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(i) |
1,242,816 RSUs to be granted
shall fully vest within 48 months, with 50%, 25% and 25% of the RSUs to be granted vesting on the second, third and fourth anniversary
of the date of grant, respectively; |
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(ii) |
592,251 RSUs to be granted
shall fully vest within 45 months, with a specified proportion vesting in each period after the date of grant; |
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(iii) |
1,002,600 RSUs to be granted
shall fully vest within 42 months, with each 25% of the RSUs to be granted vesting in four specified periods after the date of grant,
respectively; |
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(iv) |
39,000 RSUs to be granted
shall fully vest within 18 months, with each 50% of the RSUs to be granted vesting at the end of the six-month period and 18-month
period after the date of grant, respectively; |
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(v) |
63,009 RSUs to be granted
shall fully vest within 36 months, of which a specified proportion shall vest on the date of grant, and the remaining RSUs shall
vest with a specified proportion in each period after the date of grant; and |
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(vi) |
11,385 RSUs to be granted
shall fully vest within 36 months, with a specified proportion vesting at the end of the 24-month period and 36-month period after
the date of grant, respectively. |
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According to
the 2020 Share Incentive Plan, the Board or the Compensation Committee, in its sole discretion, shall determine the time or times
when Awards may vest. The vesting periods for part of the RSUs to be granted to the Grantees are shorter than 12 months because the
RSUs to be granted under the Employee Grants have a mixed vesting schedule, which is allowed under the 2020 Share Incentive Plan. |
Performance
targets |
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The vesting
of the RSUs under the Employee Grants is not subject to any performance targets. |
Clawback
mechanisms |
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Pursuant to
the terms of Employee Grants and the 2020 Share Incentive Plan, if Grantee’s termination of service is by reason of cause set
out in the 2020 Share Incentive Plan, the Grantee’s right to any vested and unvested RSUs shall terminate concurrently with
his/her termination of services. Under such circumstances, the balance of the RSUs that have not vested shall lapse and be forfeited.
For the vested RSUs, the Board or the Compensation Committee may in its discretion determine (acting fairly and reasonably) that
Grantee should repay to the Company (whether by re-transfer of Shares (or withholding the transfer of Shares where such transfer
has not occurred), payment of cash proceeds or deductions from or set offs against any amounts owed to the Grantee by any member
of the Group) an amount equal to the benefit, calculated on an after-tax basis, received or to be received by the Grantee from such
vesting, provided that the Board or the Compensation Committee may, at its discretion, determine that a lesser amount should be repaid. |
Upon the vesting of Awards granted under the
2020 Share Incentive Plan, RSUs to be granted under the Employee Grants will be satisfied through utilizing the Class A ordinary
shares registered in the name of the depositary bank.
The Listing Committee of the Hong Kong Stock
Exchange had granted approval for the listing of, and permission to deal in the Class A ordinary shares registered in the name of
the depositary bank.
The Employee Grants will not result in the options
and awards to be granted to each individual Grantee in the 12-month period up to and including the date of such grant in aggregate to
exceed 1% of the Shares in issue.
CLASS A ORDINARY SHARES AVAILABLE FOR
FUTURE GRANT UNDER THE 2020 SHARE INCENTIVE PLAN
According to the 2020 Share Incentive Plan, the
maximum aggregate number of Class A ordinary shares which may be further issued pursuant to all Awards under the 2020 Share Incentive
Plan as at the date of the Listing shall be 253,246,913. Following the Employee Grants, 202,278,971 Awards (representing equal number
of underlying Class A ordinary shares), subject to the Awards that may lapse or be forfeited before the date of grant, may be further
granted under the 2020 Share Incentive Plan.
The amended 2020 Share Incentive Plan took effective
from May 11, 2022 (the “Effective Date”) and will expire on the tenth anniversary of the Effective Date (the
“Expiration Date”) unless earlier terminated. Upon expiry of the 2020 Share Incentive Plan, any Awards that have been
granted and are outstanding as of the Expiration Date shall remain in force according to the terms of the 2020 Share Incentive Plan and
the applicable award agreement.
DEFINITIONS
In this announcement, the following expressions
shall have the following meanings unless the context requires otherwise:
“2020 Share Incentive Plan” |
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the 2020 Global
Share Incentive Plan adopted by the Shareholders in July 2020 and amended in April 2022, which permits the grant of awards
in the forms of options, restricted shares, and RSUs or other types of awards approved by the Board or the Compensation Committee |
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“ADSs” |
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American depositary shares,
each of which represents three Class A ordinary shares |
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“associate” |
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has the meaning ascribed
to it under the Listing Rules |
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“Award(s)” |
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award(s) in the form
of option, restricted shares, RSUs or other types of awards approved by the Board or the Compensation Committee pursuant to the 2020
Share Incentive Plan to Participant(s) |
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“Board” |
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the board of Directors
of the Company |
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“Class A ordinary shares” |
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Class A ordinary shares
of the share capital of the Company with a par value of US$0.00002 each, conferring a holder of a Class A ordinary share one
vote per share on all matters subject to the vote at general meetings of the Company |
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“Class B ordinary shares” |
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Class B ordinary shares
of the share capital of the Company with a par value of US$0.00002 each, conferring weighted voting rights in the Company such that
a holder of a Class B ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings
of the Company, subject to the requirements under Rule 8A.24 of the Listing Rules that the reserved matters shall be voted
on a one vote per share basis |
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“Company” |
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KE Holdings Inc., an exempted
company with limited liability incorporated in the Cayman Islands on July 6, 2018 |
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“Compensation Committee” |
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the compensation committee
of the Board |
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“Director(s)” |
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the director(s) of
the Company |
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“Grantee(s)” |
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121 employees of the Group |
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“Group” |
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the Company and its subsidiaries
and consolidated affiliated entities from time to time |
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“HK$” |
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Hong Kong dollars, the
lawful currency of Hong Kong |
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“Hong Kong Stock Exchange” |
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The Stock Exchange of Hong
Kong Limited |
“Listing” |
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the listing
of the Class A ordinary shares on the Main Board of the Hong Kong Stock Exchange |
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“Listing Rules” |
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the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited |
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“Participant(s)” |
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a person who, as a director,
consultant or employee of any member of the Group, has been granted an Award pursuant to the 2020 Share Incentive Plan |
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“RSU(s)” |
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restricted share unit(s) |
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“Share(s)” |
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the Class A ordinary
shares and Class B ordinary shares in the share capital of the Company, as the context so requires |
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“Shareholder(s)” |
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holder(s) of Shares
and, where the context requires, ADSs |
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“substantial shareholder” |
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has the meaning ascribed
to it under the Listing Rules |
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“US$” |
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U.S. dollars, the lawful
currency of the United States of America |
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“%” |
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per cent |
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By
order of the Board |
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KE Holdings
Inc. |
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Yongdong
Peng |
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Chairman
and Chief Executive Officer |
Hong Kong, December 29, 2023
As at the date of this announcement, the board
of directors of the Company comprises Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Wangang Xu and Mr. Tao Xu as the executive
directors, Mr. Jeffrey Zhaohui Li as the non-executive director, and Ms. Xiaohong Chen, Mr. Hansong Zhu and Mr. Jun
Wu as the independent non-executive directors.
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