KE Holdings Inc. (Beike) has convened its 2026 annual general meeting (AGM) for 12 June 2026 in Beijing to seek shareholder approval on six principal resolutions:
1. Director Re-elections • Executive directors Wangang Xu and Tao Xu, and independent non-executive director Hansong Zhu will retire and stand for re-election. Each will serve a three-year term upon approval. • The Nomination Committee confirms Zhu’s continued independence under Listing Rule 3.13.
2. Constitutional Update • Shareholders will vote on adopting a seventh amended and restated Memorandum and Articles of Association, aligned with the latest Hong Kong Listing Rules and Corporate Governance Code.
3. General Mandate to Issue Shares • Directors seek authority to issue new Class A ordinary shares or dispose of treasury shares up to 20 % of issued share capital (excluding treasury shares), equal to a maximum of 698.76 million shares based on the 3.49 billion shares outstanding as of 23 April 2026. • Subject to separate approval, the mandate can be extended by an additional 10 % corresponding to shares/ADSs repurchased under the buy-back mandate.
4. General Mandate to Repurchase Shares/ADSs • Management requests approval to repurchase up to 10 % of issued shares (excluding treasury shares), representing as many as 349.38 million shares. Repurchased stock may be cancelled or held as treasury shares, depending on capital management needs.
5. Auditor Reappointment • PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP are nominated to continue as joint auditors until the next AGM, with fees for 2026 capped at RMB 40.00 million (approximately USD 5.53 million).
6. Administrative Matters • Shareholders of record on 12 May 2026 (Hong Kong time) or ADS holders on 12 May 2026 (New York time) may vote. Proxy forms must reach Computershare Hong Kong Investor Services by 10 June 2026; ADS voting instructions must reach The Bank of New York Mellon by the deadline stated on the ADS voting card. • The company underscores that proposed mandates will operate until the earlier of the next AGM, expiry of the statutory period for holding the 2027 AGM, or revocation by shareholders.
Recent Buy-back Activity Between 24 November 2025 and 22 April 2026, Beike purchased 22.25 million ADSs (equivalent to 66.74 million Class A shares) on the NYSE at prices ranging from USD 4.81 to USD 6.13 per ADS.
Capital Structure Snapshot (23 April 2026) • Class A ordinary shares: 3.36 billion • Class B ordinary shares: 137.18 million • Total issued shares: 3.49 billion
Voting Rights Concentration Founders Yongdong Peng and Yigang Shan collectively control 31.84 % of total voting power through Class B shares, each carrying ten votes per share.
Investors will consider these resolutions at the AGM, decisions that shape Beike’s governance framework and capital management flexibility for the year ahead.
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