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 June 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 ¨
EXHIBIT INDEX
| Exhibit No. | Description | |
| 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 15, 2023 |
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: June 16, 2023
Exhibit 99.1
KE Holdings Inc. Announces Results of Annual General Meeting
BEIJING, China, June 15, 2023—KE Holdings Inc. (“Beike” or the “Company”) (NYSE: BEKE; HKEX: 2423), a leading integrated online and offline platform for housing transactions and services, today announced that each of the proposed resolutions submitted for shareholders’ approval (the “Proposed Resolutions”) as set forth in the notice of annual general meeting dated April 27, 2023 have been adopted at the meeting held in Beijing, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) each of Mr. Tao Xu and Mr. Wangang Xu is re-elected as an executive director and Mr. Hansong Zhu is re-elected as an independent non-executive director of the Company, and (ii) the directors of the Company are granted a general unconditional mandate to allot, issue and deal with additional Class A ordinary shares or equivalents and a general unconditional mandate to repurchase the Company’s own shares, respectively, on the terms and in the periods as set out in the notice of annual general meeting.
About KE Holdings Inc.
KE Holdings Inc. is a leading integrated online and offline platform for housing transactions and services. The Company is a pioneer in building infrastructure and standards to reinvent how service providers and customers efficiently navigate and complete housing transactions and services in China, ranging from existing and new home sales, home rentals, to home renovation and furnishing, and other services. The Company owns and operates Lianjia, China’s leading real estate brokerage brand and an integral part of its Beike platform. With more than 21 years of operating experience through Lianjia since its inception in 2001, the Company believes the success and proven track record of Lianjia pave the way for it to build its infrastructure and standards and drive the rapid and sustainable growth of Beike.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Beike may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about KE Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Beike’s goals and strategies; Beike’s future business development, financial condition and results of operations; expected changes in the Company’s revenues, costs or expenditures; Beike’s ability to empower services and facilitate transactions on Beike platform; competition in the industry in which Beike operates; relevant government policies and regulations relating to the industry; Beike’s ability to protect the Company’s systems and infrastructures from cyber- attacks; Beike’s dependence on the integrity of brokerage brands, stores and agents on the Company’s platform; general economic and business conditions in China and globally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in KE Holdings Inc.’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and KE Holdings Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
In China:
KE Holdings Inc.
Investor Relations
Siting Li
E-mail: ir@ke.com
The Piacente Group, Inc.
Yang Song
Tel: +86-10-6508-0677
E-mail: ke@tpg-ir.com
In the United States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1-212-481-2050
E-mail: ke@tpg-ir.com
Source: KE Holdings Inc.
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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)
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 15, 2023
We refer to the Notice of Annual General Meeting (the “AGM”) dated April 27, 2023 (the “Notice”) and the circular to holders of the Company’s Shares (the “Shareholders”) dated April 27, 2023 (the “Circular”) of KE Holdings Inc. (the “Company”). Unless otherwise required by the context, capitalised terms used in this announcement shall have the same meanings as defined in the Circular and the Notice.
The board of directors of the Company (the “Board”) is pleased to announce that the AGM was held on June 15, 2023 at Oriental Electronic Technology Building, No. 2 Chuangye Road, Haidian District, Beijing, PRC. All resolutions at the AGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 3,786,654,817 Shares, comprising 3,630,532,591 Class A ordinary shares and 156,122,226 Class B ordinary shares. A total of 57,732,837 Class A ordinary shares registered in the name of our depositary bank for future issuance of ADSs upon the exercise or vesting of awards granted under the Company’s share incentive plans and 31,023,451 restricted Class A ordinary shares were not eligible for voting.
Save as disclosed above, there was no Shareholder who was required to abstain from voting under the Listing Rules on any resolution proposed at the AGM, nor any Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the meeting pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the AGM.
Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions numbered 1 to 6 at the AGM was 3,697,898,529 Shares, comprising 3,541,776,303 Class A ordinary shares and 156,122,226 Class B ordinary shares.
According to the Company’s Sixth Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), (i) with regard to the resolutions 1, 2(a)(i), 2(a)(ii), 2(b), 3, 4 and 5, each Class A ordinary share shall entitle its holder to one vote and each Class B ordinary share shall entitle its holder to ten votes on a poll at the AGM; (ii) with regard to the resolutions 2(a)(iii) and 6, each Class A ordinary share and each Class B ordinary share shall entitle its holder to one vote on a poll at the AGM.
1
In accordance with the provisions of the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM are set out as follows:
ORDINARY RESOLUTIONS |
NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL
NUMBER OF VOTING SHARES |
TOTAL
NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN1 | |||||
| 1. | To receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2022 and the report of the auditor thereon. | Class A ordinary shares | 3,481,236,398 (99.964300%) |
1,243,260 (0.035700%) |
6,708,245
(–) |
3,482,479,658 | 3,482,479,658 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 5,042,458,658 (99.975350%) |
1,243,260 (0.024650%) |
6,708,245
(–) |
3,638,601,884 | 5,043,701,918 | ||
| 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. Tao Xu as an executive Director. | Class A ordinary shares | 2,913,954,512 (83.545223%) |
573,922,370 (16.454777%) |
1,311,021
(–) |
3,487,876,882 | 3,487,876,882 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 4,475,176,772 (88.633173%) |
573,922,370 (11.366827%) |
1,311,021
(–) |
3,643,999,108 | 5,049,099,142 | ||
| 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)(ii) | To re-elect Mr. Wangang Xu as an executive Director. | Class A ordinary shares | 2,944,445,103 (84.419421%) |
543,431,350 (15.580579%) |
1,311,450
(–) |
3,487,876,453 | 3,487,876,453 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 4,505,667,363 (89.237062%) |
543,431,350 (10.762938%) |
1,311,450
(–) |
3,643,998,679 | 5,049,098,713 | ||
| 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. | |||||||
| 1 | According to the Companies Act (As Revised) of the Cayman Islands and the Memorandum and Articles of Association, the Shares in abstention do not need to be calculated as votes. |
2
ORDINARY RESOLUTIONS |
NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL
NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN1 | |||||
| 2(a)(iii) | To re-elect Mr. Hansong Zhu as an independent non-executive Director. | Class A ordinary shares | 3,301,516,883 (94.654316%) |
186,456,008 (5.345684%) |
1,215,012
(–) |
3,487,972,891 | 3,487,972,891 |
| Class B ordinary shares | 156,122,226 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 156,122,226 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 3,457,639,109 (94.883339%) |
186,456,008 (5.116661%) |
1,215,012
(–) |
3,644,095,117 | 3,644,095,117 | ||
| 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(b) | To authorize the Board to fix the remuneration of the Directors. | Class A ordinary shares | 3,487,660,990 (99.991328%) |
302,469 (0.008672%) |
1,224,444
(–) |
3,487,963,459 | 3,487,963,459 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 5,048,883,250 (99.994010%) |
302,469 (0.005990%) |
1,224,444
(–) |
3,644,085,685 | 5,049,185,719 | ||
| 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. | |||||||
| 3. | To grant a general mandate to the Directors to issue, allot, and deal with additional Class A ordinary shares of the Company not exceeding 20% of the total number of issued Shares of the Company as of the date of passing of this resolution. | Class A ordinary shares | 2,642,746,498 (75.769155%) |
845,145,783 (24.230845%) |
1,295,622
(–) |
3,487,892,281 | 3,487,892,281 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 4,203,968,758 (83.261505%) |
845,145,783 (16.738495%) |
1,295,622
(–) |
3,644,014,507 | 5,049,114,541 | ||
| 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. | |||||||
| 4. | To grant a general mandate to the Directors to repurchase Shares and/or ADSs of the Company not exceeding 10% of the total number of issued Shares of the Company as of the date of passing of this resolution. | Class A ordinary shares | 3,482,008,795 (99.830904%) |
5,897,895 (0.169096%) |
1,281,213
(–) |
3,487,906,690 | 3,487,906,690 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 5,043,231,055 (99.883190%) |
5,897,895 (0.116810%) |
1,281,213
(–) |
3,644,028,916 | 5,049,128,950 | ||
| 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. | |||||||
3
ORDINARY RESOLUTIONS |
NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL
NUMBER OF VOTING SHARES |
TOTAL
NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN1 | |||||
| 5. | To extend the general mandate granted to the Directors to issue, allot, and deal with additional Shares in the capital of the Company by the aggregate number of the Shares and/or Shares underlying the ADSs repurchased by the Company. | Class A ordinary shares | 2,661,175,776 (76.297248%) |
826,729,543 (23.702752%) |
1,282,584 (–) |
3,487,905,319 | 3,487,905,319 |
| Class B ordinary shares | 1,561,222,260 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 1,561,222,260 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 4,222,398,036 (83.626289%) |
826,729,543 (16.373711%) |
1,282,584
(–) |
3,644,027,545 | 5,049,127,579 | ||
| 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. | |||||||
| 6. | To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2023. | Class A ordinary shares | 3,488,004,937 (99.999791%) |
7,278 (0.000209%) |
1,175,688
(–) |
3,488,012,215 | 3,488,012,215 |
| Class B ordinary shares | 156,122,226 (100.000000%) |
0 (0.000000%) |
0
(–) |
156,122,226 | 156,122,226 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 3,644,127,163 (99.999800%) |
7,278 (0.000200%) |
1,175,688
(–) |
3,644,134,441 | 3,644,134,441 | ||
| 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. | |||||||
The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.
All Directors of the Company, namely Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Tao Xu, Mr. Wangang Xu, Mr. Jeffrey Zhaohui Li, Ms. Xiaohong Chen, Mr. Hansong Zhu and Mr. Jun Wu attended the AGM, either in person or by electronic means.
| By Order of the Board | |
| KE Holdings Inc. | |
| Yongdong Peng | |
| Chairman and Chief Executive Officer |
Hong Kong, June 15, 2023
As of 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 executive directors, Mr. Jeffrey Zhaohui Li as a non-executive director, and Ms. Xiaohong Chen, Mr. Hansong Zhu and Mr. Jun Wu as independent non-executive directors.
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