Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
04 10월 2023 - 7:01PM
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 October 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
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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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: October 4, 2023
Exhibit 99.1
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
369,057 RSUs (representing equal number of underlying Class A ordinary shares) to 26 employees on October 1, 2023 (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 |
October 1, 2023 |
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Total number of RSUs
granted |
369,057 RSUs |
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Purchase price of RSUs
granted |
Nil |
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Closing price of the Class A
ordinary shares on the
business day immediately
preceding the date of grant |
HK$41.70 per share |
Vesting condition and periods |
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 granted under the Employee Grants shall vest in accordance with the following schedules: |
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(i) 157,692 RSUs granted shall fully vest within 48 months, with 50%, 25% and 25% of the RSUs granted vesting on the second, third and fourth anniversary of the date of grant, respectively; |
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(ii) 47,748 RSUs granted shall fully vest on the date of grant; |
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(iii) 66,000 RSUs granted shall fully vest within 36 months, with 33%, 33% and 34% of the RSUs granted vesting on the first, second and third anniversary of the date of grant, respectively; and |
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(iv) 97,617 RSUs granted shall fully vest within 45 months, with 50%, 25% and 25% of the RSUs granted vesting at the end of the 21-month period, 33-month period and 45-month period starting from 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 granted to the Grantees are shorter than 12 months because the RSUs granted under the Employee Grants have a mixed vesting schedule, which is allowed under the 2020 Share Incentive Plan. |
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Performance targets |
The vesting of the RSUs under the Employee Grants is not subject to any performance targets. |
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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 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 would not result in the options
and awards 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, 205,032,110 Awards (representing equal number
of underlying Class A ordinary shares) 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 |
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“ADSs” |
American depositary shares, each of which represents three Class A ordinary shares |
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“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) |
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“Board” |
the board of Directors of the Company |
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“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 |
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“Class B ordinary shares” |
Class B ordinary shares of the share capital of the Company with a par value of US$0.00002 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings of the Company, subject to the requirements under Rule 8A.24 of the Listing Rules that the reserved matters shall be voted on a one vote per share basis |
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“Company” |
KE Holdings Inc., an exempted company with limited liability incorporated in the Cayman Islands on July 6, 2018 |
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“Compensation Committee” |
the compensation committee of the Board |
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“Director(s)” |
the director(s) of the Company |
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“Grantee(s)” |
26 employees of the Group |
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“Group” |
the Company and its subsidiaries and consolidated affiliated entities from time to time |
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“HK$” |
Hong Kong dollars, the lawful currency of Hong Kong |
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“Hong Kong
Stock Exchange” |
The Stock Exchange of Hong Kong Limited |
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“Listing” |
the listing of the Class A ordinary shares on the Main Board of the Hong Kong Stock Exchange |
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“Listing Rules” |
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
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“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 |
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“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 |
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“Shareholder(s)” |
holder(s) of Shares and, where the context requires, ADSs |
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“substantial shareholder” |
has the meaning ascribed to it under the Listing Rules |
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“US$” |
U.S. dollars, the lawful currency of the United States of America |
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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, October 3, 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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