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 March 2023

 

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 ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Monthly Return for Equity Issuer on Movements in Securities
99.2   Announcement—Date of Board Meeting

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  KE Holdings Inc.
       
  By :

/s/ XU Tao

  Name : XU Tao
  Title : Chief Financial Officer

 

Date: March 7, 2023

 

 

 

Exhibit 99.1

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FF301 Page 1 of 8 v 1.0.1 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 28 February 2023 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: KE Holdings Inc. Date Submitted: 06 March 2023 I. Movements in Authorised / Registered Share Capital 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 1) Yes Stock code 02423 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 24,114,698,720 USD 0.00002 USD 482,293.97 Increase / decrease (-) USD Balance at close of the month 24,114,698,720 USD 0.00002 USD 482,293.97 2. Type of shares WVR ordinary shares Class of shares Class B Listed on SEHK (Note 1) No Stock code 02423 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 885,301,280 USD 0.00002 USD 17,706.03 Increase / decrease (-) USD Balance at close of the month 885,301,280 USD 0.00002 USD 17,706.03 Total authorised/registered share capital at the end of the month: USD 500,000

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FF301 Page 2 of 8 v 1.0.1 II. Movements in Issued Shares 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 1) Yes Stock code 02423 Description Balance at close of preceding month 3,601,547,279 Increase / decrease (-) -7,014,688 Balance at close of the month 3,594,532,591 2. Type of shares WVR ordinary shares Class of shares Class B Listed on SEHK (Note 1) No Stock code 02423 Description Balance at close of preceding month 156,426,896 Increase / decrease (-) -304,670 Balance at close of the month 156,122,226 Remarks: Opening and closing balances of Class A ordinary shares shown above are including 29,382,681 and 29,382,681 Class A ordinary shares which are registered in the name of our depositary 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 Page 3 of 8 v 1.0.1 III. Details of Movements in Issued Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Type of shares issuable WVR ordinary shares Class of shares Class A Shares issuable to be listed on SEHK (Note 1) Yes Stock code of shares issuable (if listed on SEHK) (Note 1) 02423 Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month No. of new shares of issuer issued during the month pursuant thereto (A) No. of new shares of issuer which may be issued pursuant thereto as at close of the month The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month 1). 2018 Share Option Plan (adopted in August 2018 as amended from time to time) 45,455,631 Cancelled -244,464 45,211,167 45,211,167 0 General Meeting approval date (if applicable) 2). 2020 Share Incentive Plan (adopted in July 2020 and amended in April 2022, as amended from time to time) 0 0 0 250,830,953 General Meeting approval date (if applicable) Total A (WVR ordinary shares Class A): Total funds raised during the month from exercise of options: USD 0 (B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable (C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable

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FF301 Page 4 of 8 v 1.0.1 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) 1. Type of shares issuable WVR ordinary shares Class of shares Class A Shares issuable to be listed on SEHK (Note 1) Yes Stock code of shares issuable (if listed on SEHK) (Note 1) 02423 Description General Meeting approval date (if applicable) No. of new shares of issuer issued during the month pursuant thereto (D) No. of new shares of issuer which may be issued pursuant thereto as at close of the month 1). 2020 Share Incentive Plan - Restricted Share Units (adopted in July 2020 and amended in April 2022, as amended from time to time) 0 38,034,252 2). 2020 Share Incentive Plan - Restricted Shares (adopted in July 2020 and amended on 27 April 2022, as amended from time to time) 0 0 Total D (WVR ordinary shares Class A): 0 Remarks: As of February 28, 2023, 38,034,252 shares of the issuer may be issued pursuant to the restricted share units granted under 2020 Share Incentive Plan. 244,908 restricted share units granted under 2020 Share Incentive Plan were cancelled during the month. (E). Other Movements in Issued Share 1. Type of shares issuable (Note 5 and 6) WVR ordinary shares Class of shares Class A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02423 Type of Issue At price (if applicable) Currency Amount Issue and allotment date (Note 5 and 6) General Meeting approval date (if applicable) No. of new shares of issuer issued during the month pursuant thereto (E) No. of new shares of issuer which may be issued pursuant thereto as at close of the month 1). Repurchase of shares 17 February 2023 12 August 2022 -7,319,358 2). Other (Please specify) Conversion of Class B ordinary shares to Class A ordinary shares 17 February 2023 304,670

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FF301 Page 5 of 8 v 1.0.1 2. Type of shares issuable (Note 5 and 6) WVR ordinary shares Class of shares Class B Shares issuable to be listed on SEHK (Note 1, 5 and 6) No Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02423 Type of Issue At price (if applicable) Currency Amount Issue and allotment date (Note 5 and 6) General Meeting approval date (if applicable) No. of new shares of issuer issued during the month pursuant thereto (E) No. of new shares of issuer which may be issued pursuant thereto as at close of the month 1). Other (Please specify) Conversion of Class B ordinary shares to Class A ordinary shares 17 February 2023 -304,670 Total E (WVR ordinary shares Class A): -7,014,688 Total E (WVR ordinary shares Class B): -304,670 Remarks: Class A: 1) 7,319,358 Class A ordinary shares represented by ADSs (previously repurchased on New York Stock Exchange on December 2, 5, 7 to 9, 12 to 16, 19 to 23 and 27 to 30, 2022) were cancelled on February 17, 2023. Class A: 2) & Class B: 1) Subsequent to the cancellation of the repurchased of 7,319,358 Class A ordinary shares on February 17, 2023, 304,670 Class B ordinary shares were converted to Class A ordinary shares on a one-to-one ratio pursuant to Rule 8A.21 of the Listing Rules. Total increase / decrease (-) in WVR ordinary shares Class A during the month (i.e. Total of A to E) -7,014,688 Total increase / decrease (-) in WVR ordinary shares Class B during the month (i.e. Total of A to E) -304,670

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FF301 Page 6 of 8 v 1.0.1 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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FF301 Page 7 of 8 v 1.0.1 V. Confirmations We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable: (Note 2) (i) all money due to the listed issuer in respect of the issue of securities has been received by it; (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; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 3); (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 been made with other legal requirements; (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; (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 consideration for all such property has been duly satisfied; and (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 Registrar of Companies. Submitted by: Siting Li Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) Notes 1. SEHK refers to Stock Exchange of Hong Kong. 2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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FF301 Page 8 of 8 v 1.0.1 3. “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. 4. If there is insufficient space, please submit additional document. 5. In the context of repurchase of shares: . “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and . “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and . “type of shares issuable” should be construed as “type of shares repurchased”; and . “issue and allotment date” should be construed as “cancellation date” 6. In the context of redemption of shares: . “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and . “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and . “type of shares issuable” should be construed as “type of shares redeemed”; and . “issue and allotment date” should be construed as “redemption date”

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)

 

Date of Board Meeting

 

The board of directors (the “Board”) of KE Holdings Inc. (the “Company”, together with its subsidiaries and consolidated affiliated entities, the “Group”) hereby announces that a meeting of the Board will be held on Thursday, March 16, 2023, for the purpose of, among other things, considering and approving, (i) the unaudited financial results of the Group for the three months ended December 31, 2022 and the publication, and (ii) the unaudited final results of the Group for the year ended December 31, 2022 and the publication.

 

The Company’s management will hold an earnings conference call on Thursday, March 16, 2023, at 8:00 A.M. U.S. Eastern Time or 8:00 P.M. Beijing/Hong Kong Time on the same day.

 

For participants who wish to join the call using dial-in numbers, please complete online registration using the link provided below at least 20 minutes prior to the scheduled call start time. Dial-in numbers, passcode and unique access PIN would be provided upon registering.

 

Participant Online Registration:

 

https://s1.c-conf.com/diamondpass/10029216-ft4w0.html

 

A replay of the conference call will be accessible through March 23, 2023, by dialing the following numbers:

 

United States: +1-855-883-1031
Mainland, China: 400-1209-216
Hong Kong, China: 800-930-639
International: +61-7-3107-6325
Replay PIN: 10029216

 

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A live and archived webcast of the conference call will also be available at the Company’s investor relations website at https://investors.ke.com.

 

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

 

Hong Kong, March 6, 2023

 

As at the date of this announcement, the board of directors of the Company comprises Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Tao Xu and Mr. Wangang 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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