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 July 2024
Commission File Number: 001-39436
KE Holdings Inc.
(Registrant’s Name)
Oriental Electronic Technology Building,
No. 2 Chuangye Road, Haidian District,
Beijing 100086
People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Next Day Disclosure Return Dated June 26, 2024 | |
99.2 | Next Day Disclosure Return Dated June 28, 2024 | |
99.3 | Announcement—Grant of Restricted Share Units |
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: July 2, 2024
FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: KE Holding Inc. Date Submitted: 26 June 2024 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 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 Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02423 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 18 June 2024 3,529,562,630 0 3,529,562,630 1). Other (please specify) See Part B Date of changes 25 June 2024 % Closing balance as at (Notes 5 and 6) 25 June 2024 3,529,562,630 0 3,529,562,630 |
FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Repurchase of shares (or other securities) but not cancelled Date of changes 01 May 2024 437,931 % USD 4.9961 2). Repurchase of shares (or other securities) but not cancelled Date of changes 02 May 2024 369,612 % USD 5.4111 3). Repurchase of shares (or other securities) but not cancelled Date of changes 03 May 2024 198,942 % USD 5.6176 4). Repurchase of shares (or other securities) but not cancelled Date of changes 06 May 2024 353,838 % USD 5.6523 5). Repurchase of shares (or other securities) but not cancelled Date of changes 07 May 2024 357,771 % USD 5.5901 6). Repurchase of shares (or other securities) but not cancelled Date of changes 08 May 2024 364,020 % USD 5.4942 7). Repurchase of shares (or other securities) but not cancelled Date of changes 09 May 2024 355,404 % USD 5.6274 8). Repurchase of shares (or other securities) but not cancelled Date of changes 10 May 2024 15,357 % USD 5.6591 9). Repurchase of shares (or other securities) but not cancelled Date of changes 23 May 2024 353,274 % USD 5.6597 10). Repurchase of shares (or other securities) but not cancelled Date of changes 24 May 2024 359,961 % USD 5.5561 11). Repurchase of shares (or other securities) but not cancelled Date of changes 28 May 2024 235,407 % USD 5.6065 |
FF305 Page 3 of 7 v 1.3.0 12). Repurchase of shares (or other securities) but not cancelled Date of changes 29 May 2024 356,934 % USD 5.6032 13). Repurchase of shares (or other securities) but not cancelled Date of changes 30 May 2024 273,447 % USD 5.6483 14). Repurchase of shares (or other securities) but not cancelled Date of changes 31 May 2024 353,778 % USD 5.6532 15). Repurchase of shares (or other securities) but not cancelled Date of changes 17 June 2024 973,050 % USD 5.138 16). Repurchase of shares (or other securities) but not cancelled Date of changes 18 June 2024 967,119 % USD 5.17 17). Repurchase of shares (or other securities) but not cancelled Date of changes 25 June 2024 1,951,416 0.053 % USD 5.1245 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 3,677,063,311 shares (comprising 3,529,562,630 Class A ordinary shares and 147,500,681 Class B ordinary shares). |
FF305 Page 4 of 7 v 1.3.0 Confirmation Not applicable Notes to Section I: 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 Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 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 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 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. 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 shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. 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”. 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. 5. The closing balance date is the date of the last relevant event being disclosed. 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 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. 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 at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 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. 8. “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. |
FF305 Page 5 of 7 v 1.3.0 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). Repurchase report Section II 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02423 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 25 June 2024 1,951,416 On another stock exchange New York Stock Exchange USD 5.19 USD 5.07 USD 10,000,031 Total number of shares repurchased 1,951,416 Aggregate price paid $ USD 10,000,031 Number of shares repurchased for cancellation 1,951,416 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 14 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 3,891,585 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.106 % 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 (Note 2) Up to 25 July 2024 |
FF305 Page 6 of 7 v 1.3.0 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 26 April 2024 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. Notes to Section II: 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. 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) 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, without the prior approval of the Exchange. |
FF305 Page 7 of 7 v 1.3.0 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 under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Siting Li (Name) Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) |
FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: KE Holding Inc. Date Submitted: 28 June 2024 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 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 Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02423 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 25 June 2024 3,529,562,630 0 3,529,562,630 1). Other (please specify) See Part B Date of changes 27 June 2024 % Closing balance as at (Notes 5 and 6) 27 June 2024 3,529,562,630 0 3,529,562,630 |
FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Repurchase of shares (or other securities) but not cancelled Date of changes 01 May 2024 437,931 % USD 4.9961 2). Repurchase of shares (or other securities) but not cancelled Date of changes 02 May 2024 369,612 % USD 5.4111 3). Repurchase of shares (or other securities) but not cancelled Date of changes 03 May 2024 198,942 % USD 5.6176 4). Repurchase of shares (or other securities) but not cancelled Date of changes 06 May 2024 353,838 % USD 5.6523 5). Repurchase of shares (or other securities) but not cancelled Date of changes 07 May 2024 357,771 % USD 5.5901 6). Repurchase of shares (or other securities) but not cancelled Date of changes 08 May 2024 364,020 % USD 5.4942 7). Repurchase of shares (or other securities) but not cancelled Date of changes 09 May 2024 355,404 % USD 5.6274 8). Repurchase of shares (or other securities) but not cancelled Date of changes 10 May 2024 15,357 % USD 5.6591 9). Repurchase of shares (or other securities) but not cancelled Date of changes 23 May 2024 353,274 % USD 5.6597 10). Repurchase of shares (or other securities) but not cancelled Date of changes 24 May 2024 359,961 % USD 5.5561 11). Repurchase of shares (or other securities) but not cancelled Date of changes 28 May 2024 235,407 % USD 5.6065 |
FF305 Page 3 of 7 v 1.3.0 12). Repurchase of shares (or other securities) but not cancelled Date of changes 29 May 2024 356,934 % USD 5.6032 13). Repurchase of shares (or other securities) but not cancelled Date of changes 30 May 2024 273,447 % USD 5.6483 14). Repurchase of shares (or other securities) but not cancelled Date of changes 31 May 2024 353,778 % USD 5.6532 15). Repurchase of shares (or other securities) but not cancelled Date of changes 17 June 2024 973,050 % USD 5.138 16). Repurchase of shares (or other securities) but not cancelled Date of changes 18 June 2024 967,119 % USD 5.17 17). Repurchase of shares (or other securities) but not cancelled Date of changes 25 June 2024 1,951,416 % USD 5.1245 18). Repurchase of shares (or other securities) but not cancelled Date of changes 27 June 2024 1,024,095 0.028 % USD 4.8824 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 3,677,063,311 shares (comprising 3,529,562,630 Class A ordinary shares and 147,500,681 Class B ordinary shares). |
FF305 Page 4 of 7 v 1.3.0 Confirmation Not applicable Notes to Section I: 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 Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 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 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 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. 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 shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. 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”. 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. 5. The closing balance date is the date of the last relevant event being disclosed. 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 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. 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 at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 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. 8. “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. |
FF305 Page 5 of 7 v 1.3.0 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). Repurchase report Section II 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02423 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 27 June 2024 1,024,095 On another stock exchange New York Stock Exchange USD 4.9 USD 4.86 USD 5,000,007 Total number of shares repurchased 1,024,095 Aggregate price paid $ USD 5,000,007 Number of shares repurchased for cancellation 1,024,095 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 14 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 367,706,331 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 4,915,680 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.134 % 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 (Note 2) Up to 27 July 2024 |
FF305 Page 6 of 7 v 1.3.0 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 26 April 2024 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. Notes to Section II: 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. 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) 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, without the prior approval of the Exchange. |
FF305 Page 7 of 7 v 1.3.0 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 under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Siting Li (Name) Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.3
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 20,134,695 RSUs (representing equal number of underlying Class A ordinary shares) to 2,452 employees on July 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 to be 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 2023 annual report of the Company dated April 26, 2024.
Details of the Employee Grants are set out below:
Date of grant | July 1, 2024 | |
Total number of RSUs to be granted | 20,134,695 RSUs | |
Purchase price of RSUs to be granted | Nil | |
Closing price of the Class A ordinary shares on the business day immediately preceding the date of grant | HK$38.60 per share |
1 |
Vesting condition and periods | Subject to the terms of the award agreements to be 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: | |
(i) 1,150,749 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; | ||
(ii) 32,175 RSUs to be granted shall fully vest within 42 months, with 50%, 25% and 25% of the RSUs to be granted vesting in three specified periods after the date of grant, respectively; | ||
(iii) 3,480,870 RSUs to be granted shall fully vest within 45 months, with each 25% of the RSUs to be granted vesting in four specified periods after the date of grant, respectively; | ||
(iv) 474,288 RSUs to be granted shall fully vest within 45 months, with 50%, 25% and 25% of the RSUs to be granted vesting in three specified periods after the date of grant, respectively; | ||
(v) 8,790,075 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; | ||
(vi) 6,136,788 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; | ||
(vii) 17,400 RSUs to be granted shall fully vest within 18 months, with each 50% of the RSUs to be granted vesting in two specified periods after the date of grant, respectively; | ||
(viii) 38,124 RSUs to be granted shall fully vest at the end of 21 months after the date of grant; and | ||
(ix) 14,226 RSUs to be granted shall fully vest at the end of seven months after the date of grant. |
2 |
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 | The vesting of 14,226 RSUs under the Employee Grants is subject to the satisfaction of certain performance targets as agreed between the Company and the respective Grantee. The performance targets are mainly based on the financial and operational indicators and/or other appropriate indicators of the Group and its relevant segments, as assessed by the Company from time to time. | |
The vesting of the remaining RSUs under the Employee Grants is not subject to any performance targets. | ||
Clawback mechanisms | 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.
3 |
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, 177,485,840 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” | 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 | |
“ADSs” | American depositary shares, each of which represents three Class A ordinary shares | |
“associate” | has the meaning ascribed to it under the Listing Rules | |
“Award(s)” | 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) | |
“Board” | the board of Directors of the Company | |
“Class A ordinary shares” | 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 | |
“Class B ordinary shares” | Class B ordinary shares of the share capital of the Company with a par value of US$0.00002 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings of the Company, subject to the requirements under Rule 8A.24 of the Listing Rules that the reserved matters shall be voted on a one vote per share basis |
4 |
“Company” | KE Holdings Inc., an exempted company with limited liability incorporated in the Cayman Islands on July 6, 2018 | |
“Compensation Committee” | the compensation committee of the Board | |
“Director(s)” | the director(s) of the Company | |
“Grantee(s)” | 2,452 employees of the Group | |
“Group” | the Company and its subsidiaries and consolidated affiliated entities from time to time | |
“HK$” | Hong Kong dollars, the lawful currency of Hong Kong | |
“Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
“Listing” | the listing of the Class A ordinary shares on the Main Board of the Hong Kong Stock Exchange | |
“Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited | |
“Participant(s)” | 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 | |
“RSU(s)” | restricted share unit(s) | |
“Share(s)” | the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires | |
“Shareholder(s)” | holder(s) of Shares and, where the context requires, ADSs | |
“substantial shareholder” | has the meaning ascribed to it under the Listing Rules | |
“US$” | U.S. dollars, the lawful currency of the United States of America | |
“%” | per cent |
By order of the Board | |
KE Holdings Inc. | |
Yongdong Peng | |
Chairman and Chief Executive Officer |
Hong Kong, June 28, 2024
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.
5 |
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