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KE Holdings Inc. – ‘20-F’ for 12/31/23 – ‘EX-97.1’

On:  Friday, 4/26/24, at 7:57am ET   ·   For:  12/31/23   ·   Accession #:  1104659-24-52448   ·   File #:  1-39436

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/24  KE Holdings Inc.                  20-F       12/31/23  181:30M                                    Toppan Merrill/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   7.67M 
                Non-Canadian Issuer                                              
 3: EX-4.27     Instrument Defining the Rights of Security Holders  HTML    116K 
 4: EX-4.29     Instrument Defining the Rights of Security Holders  HTML     96K 
 5: EX-4.32     Instrument Defining the Rights of Security Holders  HTML    421K 
 6: EX-4.33     Instrument Defining the Rights of Security Holders  HTML    181K 
 7: EX-4.34     Instrument Defining the Rights of Security Holders  HTML    188K 
 8: EX-4.35     Instrument Defining the Rights of Security Holders  HTML    210K 
 9: EX-4.36     Instrument Defining the Rights of Security Holders  HTML    195K 
 2: EX-4.6      Instrument Defining the Rights of Security Holders  HTML    142K 
10: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     54K 
13: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     48K 
14: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     48K 
18: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     65K 
                Awarded Compensation                                             
11: EX-12.1     Statement re: the Computation of Ratios             HTML     51K 
12: EX-12.2     Statement re: the Computation of Ratios             HTML     50K 
15: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     48K 
16: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     49K 
17: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML     46K 
24: R1          Document and Entity Information                     HTML    126K 
25: R2          Consolidated Balance Sheets                         HTML    224K 
26: R3          Consolidated Balance Sheets (Parenthetical)         HTML    104K 
27: R4          Consolidated Statements of Comprehensive Income     HTML    223K 
                (Loss)                                                           
28: R5          Consolidated Statements of Comprehensive Income     HTML     61K 
                (Loss) (Parenthetical)                                           
29: R6          Consolidated Statements of Changes in               HTML    168K 
                Shareholders' Equity                                             
30: R7          Consolidated Statements of Cash Flows               HTML    227K 
31: R8          Organization                                        HTML    221K 
32: R9          Significant Accounting Policies                     HTML    232K 
33: R10         Cash, Cash Equivalents, Restricted Cash             HTML     67K 
34: R11         Short-Term Investments                              HTML     87K 
35: R12         Prepayments, Receivables and Other Assets           HTML     79K 
36: R13         Accounts Receivable and Contract Assets, Net        HTML    100K 
37: R14         Financing Receivables, Net                          HTML    226K 
38: R15         Property, Plant and Equipment, Net                  HTML     67K 
39: R16         Intangible Assets, Net                              HTML     74K 
40: R17         Leases                                              HTML    156K 
41: R18         Long-Term Investments, Net                          HTML    207K 
42: R19         Goodwill.                                           HTML     87K 
43: R20         Borrowings                                          HTML     63K 
44: R21         Accounts Payable                                    HTML     74K 
45: R22         Accrued Expenses and Other Current Liabilities      HTML     68K 
46: R23         Other Income, Net                                   HTML     65K 
47: R24         Interest Income, Net                                HTML     64K 
48: R25         Taxation                                            HTML    177K 
49: R26         Share-Based Compensation                            HTML    200K 
50: R27         Ordinary Shares                                     HTML     66K 
51: R28         Fair Value Measurement                              HTML    208K 
52: R29         Segment Information                                 HTML    101K 
53: R30         Net Income (Loss) Per Share                         HTML     77K 
54: R31         Related Party Transactions                          HTML    233K 
55: R32         Commitments and Contingencies                       HTML     68K 
56: R33         Dividends                                           HTML     48K 
57: R34         Statutory Reserves and Restricted Net Assets        HTML    157K 
58: R35         Subsequent Events                                   HTML     50K 
59: R36         Significant Accounting Policies (Policies)          HTML    318K 
60: R37         Organization (Tables)                               HTML    197K 
61: R38         Significant Accounting Policies (Tables)            HTML    129K 
62: R39         Cash, Cash Equivalents, Restricted Cash (Tables)    HTML     65K 
63: R40         Short-Term Investments (Tables)                     HTML     86K 
64: R41         Prepayments, Receivables and Other Assets (Tables)  HTML     78K 
65: R42         Accounts Receivable and Contract Assets, Net        HTML    104K 
                (Tables)                                                         
66: R43         Financing Receivables, Net (Tables)                 HTML    226K 
67: R44         Property, Plant and Equipment, Net (Tables)         HTML     66K 
68: R45         Intangible Assets, Net (Tables)                     HTML     76K 
69: R46         Leases (Tables)                                     HTML    164K 
70: R47         Long-Term Investments, Net (Tables)                 HTML    212K 
71: R48         Goodwill (Tables)                                   HTML     87K 
72: R49         Borrowings (Tables)                                 HTML     56K 
73: R50         Accounts Payable (Tables)                           HTML     75K 
74: R51         Accrued Expenses and Other Current Liabilities      HTML     68K 
                (Tables)                                                         
75: R52         Other Income, Net (Tables)                          HTML     65K 
76: R53         Interest Income, Net (Tables)                       HTML     64K 
77: R54         Taxation (Tables)                                   HTML    164K 
78: R55         Share-Based Compensation (Tables)                   HTML    200K 
79: R56         Fair Value Measurement (Tables)                     HTML    209K 
80: R57         Segment Information (Tables)                        HTML     89K 
81: R58         Net Income (Loss) Per Share (Tables)                HTML     75K 
82: R59         Related Party Transactions (Tables)                 HTML    229K 
83: R60         Commitments and Contingencies (Tables)              HTML     66K 
84: R61         Statutory Reserves and Restricted Net Assets        HTML    157K 
                (Tables)                                                         
85: R62         ORGANIZATION - Consolidated VIEs inclusive of the   HTML    125K 
                VIEs subsidiaries (Details)                                      
86: R63         ORGANIZATION - Additional information (Details)     HTML     62K 
87: R64         ORGANIZATION - Consolidation and presentation of    HTML    180K 
                financial statements (Details)                                   
88: R65         ORGANIZATION - Net revenue, net loss, operating,    HTML     85K 
                investing and financing cash flows (Details)                     
89: R66         SIGNIFICANT ACCOUNTING POLICIES - Change in method  HTML    114K 
                of accounting for capitalization of costs to                     
                obtain a contract as incurred (Details)                          
90: R67         SIGNIFICANT ACCOUNTING POLICIES - Property, plant   HTML     60K 
                and equipment, net (Details)                                     
91: R68         Significant Accounting Policies (Details)           HTML     96K 
92: R69         Significant Accounting Policies - Intangible        HTML     68K 
                assets, net (Details)                                            
93: R70         SIGNIFICANT ACCOUNTING POLICIES - Leases (Details)  HTML     81K 
94: R71         SIGNIFICANT ACCOUNTING POLICIES - Revenue           HTML     77K 
                recognition (Details)                                            
95: R72         SIGNIFICANT ACCOUNTING POLICIES - Income taxes      HTML     48K 
                (Details)                                                        
96: R73         SIGNIFICANT ACCOUNTING POLICIES - Concentration     HTML     73K 
                and risks (Details)                                              
97: R74         Cash, Cash Equivalents, Restricted Cash (Details)   HTML     75K 
98: R75         Short-Term Investments (Details)                    HTML     65K 
99: R76         Short-Term Investments - Held-to-maturity and       HTML     60K 
                available-for-sale debt investments (Details)                    
100: R77         Prepayments, Receivables and Other Assets           HTML    109K  
                (Details)                                                        
101: R78         Accounts Receivable and Contract Assets, Net        HTML     64K  
                (Details)                                                        
102: R79         Accounts Receivable and Contract Assets, Net -      HTML     54K  
                Contract assets, net (Details)                                   
103: R80         ACCOUNTS RECEIVABLE AND CONTRACT ASSETS, NET -      HTML     54K  
                Movements in the allowance for doubtful accounts                 
                (Details)                                                        
104: R81         ACCOUNTS RECEIVABLE AND CONTRACT ASSETS, NET -      HTML     62K  
                Ageing analysis of accounts receivable (Details)                 
105: R82         Financing Receivables, Net (Details)                HTML     61K  
106: R83         Financing Receivables, Net - Activities in the      HTML     59K  
                provision for credit losses (Details)                            
107: R84         FINANCING RECEIVABLES, NET - Aging analysis based   HTML    208K  
                on customer type, origination year and delinquency               
                (Details)                                                        
108: R85         FINANCING RECEIVABLES, NET - Additional             HTML     56K  
                Information (Details)                                            
109: R86         Property, Plant and Equipment, Net (Details)        HTML     75K  
110: R87         Intangible Assets, Net (Details)                    HTML     69K  
111: R88         Intangible Assets, Net - Additional information     HTML     49K  
                (Details)                                                        
112: R89         INTANGIBLE ASSETS, NET - Estimated amortization     HTML     59K  
                expense (Details)                                                
113: R90         LEASES - Components of lease cost (Details)         HTML     53K  
114: R91         LEASES - Supplemental cash flows information        HTML     53K  
                related to leases (Details)                                      
115: R92         LEASES - Supplemental balance sheet information     HTML     71K  
                related to leases (Details)                                      
116: R93         LEASES - Weighted average remaining lease term and  HTML     56K  
                discount rate (Details)                                          
117: R94         LEASES - Maturities of lease liabilities (Details)  HTML     66K  
118: R95         LEASES - Additional information (Details)           HTML     48K  
119: R96         LEASES - Maturities of undiscounted lease payments  HTML     61K  
                (Details)                                                        
120: R97         LONG-TERM INVESTMENTS, NET - Changes in the long    HTML     65K  
                term investments (Details)                                       
121: R98         LONG-TERM INVESTMENTS, NET - Investments in equity  HTML     65K  
                method investees (Details)                                       
122: R99         LONG-TERM INVESTMENTS, NET - Investments accounted  HTML     89K  
                for at fair values (Details)                                     
123: R100        LONG-TERM INVESTMENTS, NET - Investments accounted  HTML    106K  
                for at fair values, additional information                       
                (Details)                                                        
124: R101        LONG-TERM INVESTMENTS, NET - Equity investments     HTML     63K  
                measured under measurement alternative and NAV                   
                practical expedient (Details)                                    
125: R102        LONG-TERM INVESTMENTS, NET - Long-term time         HTML     62K  
                deposits (Details)                                               
126: R103        LONG-TERM INVESTMENTS, NET - Additional             HTML     58K  
                Information (Details)                                            
127: R104        LONG-TERM INVESTMENTS, NET - Long-term held to      HTML     56K  
                maturity investments (Details)                                   
128: R105        LONG-TERM INVESTMENTS, NET - Amortized cost of      HTML     49K  
                held-to-maturity investments with stated                         
                contractual dates (Details)                                      
129: R106        LONG-TERM INVESTMENTS, NET - Available-for-sale     HTML     53K  
                debt investments (Details)                                       
130: R107        LONG-TERM INVESTMENTS, NET - Available-for-sale     HTML     54K  
                debt investments - Tier 1 Bonds (Details)                        
131: R108        LONG-TERM INVESTMENTS, NET - Estimated fair value   HTML     49K  
                of available-for-sale debt investments (Details)                 
132: R109        Goodwill (Details)                                  HTML     69K  
133: R110        Goodwill - Additional information (Details)         HTML     75K  
134: R111        Borrowings (Details)                                HTML     48K  
135: R112        Borrowings - Additional information (Details)       HTML    106K  
136: R113        Accounts Payable (Details)                          HTML     60K  
137: R114        Accounts Payable -ageing analysis of the trade      HTML     56K  
                payable (Details)                                                
138: R115        Accrued Expenses and Other Current Liabilities      HTML     68K  
                (Details)                                                        
139: R116        Other Income, Net (Details)                         HTML     57K  
140: R117        Interest Income, Net (Details)                      HTML     58K  
141: R118        TAXATION - Components of income tax (Details)       HTML     72K  
142: R119        TAXATION - Effective tax rates (Details)            HTML     65K  
143: R120        TAXATION - Tax holiday (Details)                    HTML     56K  
144: R121        TAXATION - Deferred income tax assets and           HTML     76K  
                liabilities (Details)                                            
145: R122        TAXATION - Valuation allowance (Details)            HTML     56K  
146: R123        TAXATION - Additional information (Details)         HTML    118K  
147: R124        SHARE-BASED COMPENSATION - Compensation expenses    HTML     70K  
                (Details)                                                        
148: R125        SHARE-BASED COMPENSATION - Share-based              HTML    187K  
                compensation related to share options (Details)                  
149: R126        SHARE-BASED COMPENSATION - Share options            HTML    102K  
                activities (Details)                                             
150: R127        SHARE-BASED COMPENSATION - Binomial option pricing  HTML     69K  
                model assumptions (Details)                                      
151: R128        SHARE-BASED COMPENSATION - Summary of Company's     HTML    112K  
                restricted share units under 2020 Share Incentive                
                Plan (Details)                                                   
152: R129        SHARE-BASED COMPENSATION - Share based              HTML     53K  
                compensation related to preferred and ordinary                   
                shares (Details)                                                 
153: R130        ORDINARY SHARES - General information (Details)     HTML    129K  
154: R131        ORDINARY SHARES - Public offerings (Details)        HTML     52K  
155: R132        ORDINARY SHARES - Additional information (Details)  HTML    171K  
156: R133        Fair Value Measurement (Details)                    HTML    113K  
157: R134        Fair Value Measurement - Activities related to      HTML     75K  
                fair value of assets (Details)                                   
158: R135        FAIR VALUE MEASUREMENT - Additional information     HTML     55K  
                (Details)                                                        
159: R136        Segment Information (Details)                       HTML     74K  
160: R137        Net Income (Loss) Per Share (Details)               HTML     55K  
161: R138        Net Income (LOSS) PER SHARE - Computation of basic  HTML     96K  
                and diluted net loss per share (Details)                         
162: R139        RELATED PARTY TRANSACTIONS - Revenues from related  HTML     85K  
                parties (Details)                                                
163: R140        RELATED PARTY TRANSACTIONS - Services provided by   HTML     79K  
                related parties (Details)                                        
164: R141        RELATED PARTY TRANSACTIONS - Other income           HTML     59K  
                (Details)                                                        
165: R142        RELATED PARTY TRANSACTIONS - Lease balances and     HTML     79K  
                transactions (Details)                                           
166: R143        RELATED PARTY TRANSACTIONS - Balances with related  HTML     68K  
                parties (Details)                                                
167: R144        RELATED PARTY TRANSACTIONS - Loan receivables from  HTML     64K  
                related parties (Details)                                        
168: R145        RELATED PARTY TRANSACTIONS - Donation Agreement     HTML     61K  
                (Details)                                                        
169: R146        Commitments and Contingencies (Details)             HTML     59K  
170: R147        Commitments and Contingencies - Maturity (Details)  HTML     59K  
171: R148        Dividends (Details)                                 HTML     55K  
172: R149        Statutory Reserves and Restricted Net Assets        HTML     50K  
                (Details)                                                        
173: R150        Statutory Reserves and Restricted Net Assets -      HTML    159K  
                Condensed balance sheets of the parent company                   
                (Details)                                                        
174: R151        STATUTORY RESERVES AND RESTRICTED NET ASSETS -      HTML    119K  
                Condensed statements of comprehensive income                     
                (Loss) (Details)                                                 
175: R152        STATUTORY RESERVES AND RESTRICTED NET ASSETS -      HTML     70K  
                Condensed statements of cash flows (Details)                     
176: R153        Subsequent Events (Details)                         HTML    104K  
178: XML         IDEA XML File -- Filing Summary                      XML    332K  
181: XML         XBRL Instance -- beke-20231231x20f_htm               XML   7.94M  
177: EXCEL       IDEA Workbook of Financial Report Info              XLSX    421K  
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180: ZIP         XBRL Zipped Folder -- 0001104659-24-052448-xbrl      Zip   1.74M  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 97.1

KE HOLDINGS INC.

CLAWBACK POLICY

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of KE Holdings Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date.

1.

Definitions

For purposes of this Policy, the following definitions shall apply:

a)

Company Group” means the Company and each of its subsidiaries or consolidated affiliated entities, as applicable.

b)

Covered Compensation” means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the NYSE listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as the NYSE.

c)

Effective Date” means December 1, 2023.

d)

Erroneously Awarded Compensation” means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Committee shall maintain documentation of such determination and provide such documentation to the NYSE.

e)

Exchange Act” means the U.S. Securities Exchange Act of 1934.

f)

Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms.


g)

Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC.

h)

Home Country” means the Company’s jurisdiction of incorporation, i.e., the Cayman Islands.

i)

Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

j)

Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on if or when the Restatement is actually filed.

k)

NYSE” means the New York Stock Exchange.

l)

Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.

m)

Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Restatement.

2


n)

SEC” means the U.S. Securities and Exchange Commission.

2.

Recovery of Erroneously Awarded Compensation

In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.

Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following reasonable attempts by the Company Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to the NYSE), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to the NYSE that recovery would result in such a violation and provides such opinion to the NYSE), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

3.

Means of Repayment

In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Company Group by wire, cash or cashier’s check no later than thirty (30) days after receipt of such notice.

3


4.

No Indemnification

No person shall be indemnified, insured or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.

5.

Miscellaneous

This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.

This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NYSE, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.

The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the NYSE.

The rights of the Company Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.

6.

Amendment and Termination

To the extent permitted by, and in a manner consistent with applicable law, including SEC and NYSE rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.

4


7.

Successors

This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.

5



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/26/246-K
For Period end:12/31/23
12/1/23
10/2/23
11/28/22
 List all Filings 


5 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/27/23  KE Holdings Inc.                  20-F       12/31/22  195:32M                                    Toppan Merrill/FA
 8/12/22  KE Holdings Inc.                  6-K         8/12/22    4:509K                                   Toppan Merrill/FA
 4/19/22  KE Holdings Inc.                  20-F       12/31/21  194:31M                                    Toppan Merrill/FA
11/16/20  KE Holdings Inc.                  F-1                    8:11M                                    Toppan Merrill-FA
 7/24/20  KE Holdings Inc.                  F-1                   27:16M                                    Toppan Merrill-FA
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Filing Submission 0001104659-24-052448   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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