KE Holdings Adopts Seventh Amended Articles, Confirms 25 Billion-Share Structure and 10:1 Weighted Voting Rights

KE Holdings Inc. (BEKE-W) has approved and made immediately effective its Seventh Amended and Restated Memorandum and Articles of Association by special resolution dated 12 June 2026. Key provisions are as follows:

• Authorised share capital is set at US$500,000, divided into 25.00 billion ordinary shares with a par value of US$0.00002 each. The mix comprises 24.11 billion Class A shares and 0.89 billion Class B shares.

• Voting structure: Class A carries one vote per share, while Class B carries ten votes, subject to HKSE limits. On sensitive resolutions—including amendments to governing documents, auditor changes, and liquidation—each share carries one vote.

• Conversion rules: – Class B converts 1:1 into Class A at the holder’s option. – Automatic conversion is triggered on the death, departure, incapacity, or disqualification of the relevant co-founder, or on certain transfers. – No new Class B shares may be issued except in tightly defined pro-rata circumstances, and the overall Class B proportion may not rise above listing-date levels.

• Board composition: three to nine directors, with minimum executive-director thresholds tied to board size. Independent non-executive directors must stand for re-election at least every three years.

• Governance committees mandated: – Nomination Committee (majority independent) – Corporate Governance Committee (fully independent) – Permanent Compliance Adviser engagement from HKSE listing date onward.

• General meetings: quorum requires shareholders representing at least 10 percent of voting rights; all shareholder resolutions are decided by poll unless purely procedural.

• Forum selection: the courts of the Cayman Islands and Hong Kong have exclusive jurisdiction over corporate disputes; U.S. federal courts have sole jurisdiction for Securities Act–related claims if U.S. courts assume authority.

• Indemnification: officers and directors are indemnified against liabilities other than those arising from dishonesty, wilful default, or fraud.

The updated charter reinforces KE Holdings’ dual-class share regime while embedding HKSE-compliant safeguards on governance, disclosure, and minority-shareholder protections.