FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 貝殼控股有限公司 呈交日期： 2025年4月22日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 不同投票權架構公司普通股 | 股份類別 A | | 於香港聯交所上市 | 是 | | | 證券代號 (如上市) | 02423 | 說明 | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | 事件 | | 已發行股份（不包括庫存股份）數 目 | 佔有關事件前的現有已發 行股份（ ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 貝殼控股有限公司 呈交日期： 2025年4月22日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 不同投票權架構公司普通股 | 股份類別 A | | 於香港聯交所上市 | 是 | | | 證券代號 (如上市) | 02423 | 說明 | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | 事件 | 已發行股份（不包括庫存股份）數 目 | 佔有關事件前的現有已發 行股份（ ...

Revenue Growth - Net revenues increased by 20.2% to RMB93.5 billion in 2024 from RMB77.8 billion in 2023, driven by new home transaction services and expansion in home renovation and rental businesses [45]. - Total GTV rose by 6.6% to RMB3,349.4 billion in 2024 from RMB3,142.9 billion in 2023, reflecting the company's proactive growth strategy [45]. - Net revenues from home renovation and furnishing surged by 36.1% to RMB14.8 billion in 2024 from RMB10.9 billion in 2023, attributed to increased orders and enhanced delivery capabilities [46]. - Net revenues from home rental services skyrocketed by 135.0% to RMB14.3 billion in 2024 from RMB6.1 billion in 2023, mainly due to the growth in rental units under the Carefree Rent model [48]. - Total net revenues for the year ended December 31, 2024, reached RMB 93,457,498, an increase from RMB 77,776,932 in 2023, representing a growth of approximately 20% [147]. - Existing home transaction services generated RMB 28,201,003 in revenue, while new home transaction services contributed RMB 33,653,403, reflecting increases of 0.9% and 10.1% respectively compared to the previous year [147]. - Home renovation and furnishing segment reported net revenues of RMB 14,768,947 in 2024, significantly up from RMB 10,850,497 in 2023, with a contribution of RMB 4,539,251 [172]. - Home rental services achieved net revenues of RMB 14,334,479 in 2024, compared to RMB 6,099,747 in 2023, resulting in a contribution of RMB 714,973 [172]. Financial Performance - Gross profit increased by 5.6% to RMB22.9 billion in 2024 from RMB21.7 billion in 2023, with a gross margin of 24.6% compared to 27.9% in 2023 [58]. - Income from operations decreased to RMB3,765 million in 2024 from RMB4,797 million in 2023, resulting in an operating margin of 4.0% compared to 6.2% in 2023 [60]. - Net income fell to RMB4,078 million in 2024 from RMB5,890 million in 2023 [62]. - Net income attributable to KE Holdings Inc. for 2024 was RMB 4,064,900, a decrease of approximately 30.9% from RMB 5,883,224 in 2023 [149]. - The company reported a total comprehensive income of RMB 4,442,990 for 2024, down from RMB 6,546,627 in 2023, reflecting a decline of about 32.1% [150]. - Adjusted net income for 2024 was RMB 7,211,073, down from RMB 9,798,488 in 2023, reflecting a decrease of about 26.4% [203]. - Net income for 2024 was RMB 4,078,180, down from RMB 5,889,604 in 2023, with an effective tax rate of 40.6% [173][177]. Cash Flow and Investments - Net cash provided by operating activities decreased from RMB11,414,244 thousand in 2023 to RMB9,447,137 thousand in 2024 [78]. - Net cash used in investing activities increased from RMB3,977,440 thousand in 2023 to RMB9,378,025 thousand in 2024, reflecting higher investment in short-term and long-term assets [90]. - Net cash used in financing activities decreased from RMB7,218 million in 2023 to RMB5,795 million in 2024, with a notable repurchase of ordinary shares [93]. - Capital expenditures rose from RMB874 million in 2023 to RMB1,037 million in 2024, primarily for property, plant, and equipment [95]. - Cash, cash equivalents, and restricted cash decreased from RMB25,857,461 thousand at the beginning of 2024 to RMB20,301,414 thousand at the end of the year [78]. - The company reported a significant increase in customer deposits payable to RMB 6,078,623 as of December 31, 2024, compared to RMB 3,900,564 in 2023, reflecting a growth of 55.9% [153]. Assets and Liabilities - Total assets grew to RMB 133,149,283 as of December 31, 2024, compared to RMB 120,331,931 in 2023, representing an increase of approximately 10.7% [151]. - Total liabilities increased to RMB 61,701,288 as of December 31, 2024, up from RMB 48,130,826 as of December 31, 2023, representing a growth of 28.1% [153]. - Total shareholders' equity decreased slightly to RMB 71,447,995 as of December 31, 2024, compared to RMB 72,201,105 as of December 31, 2023, a decline of 1.0% [154]. - The accumulated deficit as of December 31, 2024, was RMB (32,472,121), reflecting a significant increase from RMB (37,127,085) as of December 31, 2023 [191]. Shareholder Returns and Dividends - A final cash dividend of US$0.12 per ordinary share, or US$0.36 per ADS, was approved, amounting to approximately US$0.4 billion [134]. - The company repurchased a total of 144,663,195 Class A ordinary shares represented by ADSs during the reporting period, at an aggregate consideration of approximately US$715.5 million [117]. - The board of directors approved an increase in the share repurchase authorization from US$2 billion to US$3 billion, extending the program until August 31, 2025 [116]. Employee and Governance - The company had a total of 135,072 employees as of December 31, 2024, with the largest group being agents and supporting staff at 108,609 [113]. - The company plans to continue granting share-based incentive awards to employees to encourage contributions to growth and development [114]. - The company has complied with all applicable principles and code provisions of the Corporate Governance Code during the reporting period [124]. Research and Development - Research and development expenses increased to RMB 2,283,424 in 2024, compared to RMB 1,936,780 in 2023, marking a rise of approximately 17.8% [149].

2024 年度環境、社會及管治 (ESG) 報告 目錄 | 導言 | 03 | | --- | --- | | 管理層致辭 | 03 | | 關於貝殼 | 03 | | 關於本報告 | 04 | | 2024 年 ESG 亮點績效 | 05 | | 堅實企業治理 | 07 | | --- | --- | | 管治架構 | 08 | | ESG 策略 | 09 | | 風險管理 | 14 | | 商業道德 | 16 | | 推動行業進步 | | 附錄：報告框架索引 | | --- | --- | --- | | 幫消費者安居 | 36 | | | 助服務者樂業 | 45 | | | 持續科技創新 | 50 | | | 邁向美好組織 | 53 | | --- | --- | | 員工權益與關懷 | 54 | | 職業健康與安全 | 60 | | 員工培訓與賦能 | 62 | | 營造可持續生態 | 66 | | --- | --- | | 環境生態 | 67 | | 社區生態 | 81 | 35 86 2024 年度環境、社會及管治 (ESG) 報告 導言 管理層致辭 「我們這個時代企業經營者的宿命，就是要去幹煙 ...

KE Holdings Inc. 貝殼控股有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 據本公司所知，自本公司於2020年8月在紐約證券交易所首次公開發行及2022年 5月本公司的A類普通股在香港聯合交易所有限公司上市以來，彭先生未曾出售、 轉讓或以其他方式處置過其實益擁有的本公司的任何股份。於捐贈完成後，彭先 生仍將為本公司的控股股東。 基於以上公告，本公司股東及潛在投資者於買賣本公司證券時務請審慎行事。 承董事會命 貝殼控股有限公司 董事會主席兼首席執行官 彭永東 香港，2025年4月17日 於本公告日期 ， 董事會由本公司執行董事彭永東先生 、 單一剛先生 、 徐萬剛先生 及徐濤先生 ， 本公司非執行董事李朝暉先生以及本公司獨立非執行董事陳小紅女 士 、 朱寒松先生及武軍先生組成。 （股份代號：2423） 自願性公告 貝殼控股有限公司（「本公司」）已接獲本公司董事會主席、首席執行 ...

VIE Structure and Regulatory Risks - As of December 31, 2024, the VIEs collectively held 34.2% of the company's cash, cash equivalents, and restricted cash, and 10.9% of total assets[31]. - Revenues contributed by the VIEs accounted for 0.8% of total net revenues for the fiscal years 2022, 2023, and 2024[31]. - The VIEs and their subsidiaries owned approximately 2%, 5%, and 13% of the company's issued patents, registered trademarks, and copyrights to software programs, respectively, as of December 31, 2024[31]. - The company operates primarily through its PRC subsidiaries and VIEs, relying on contractual arrangements to direct activities and receive economic benefits[30]. - The company faces unique risks associated with its VIE structure, including potential regulatory changes that could affect the enforceability of contractual arrangements[35]. - The company has not received any formal inquiry or sanction from PRC authorities regarding its historical issuance of securities to foreign investors[41]. - The company is subject to evolving PRC laws and regulations, including those related to cybersecurity and data privacy, which could materially affect its operations[39]. - The company must obtain various licenses and permits for its operations, including those for real estate brokerage and value-added telecommunication services[40]. - The company’s holding structure may limit its ability to offer securities to investors, potentially leading to significant declines in the value of its ADSs[39]. - The PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction as of the date of the annual report[42]. - If identified as a Commission-Identified Issuer for two consecutive years, the company would be subject to trading prohibitions under the HFCAA[43]. - The company does not expect to be identified as a Commission-Identified Issuer after filing the annual report on Form 20-F for the fiscal year ended December 31, 2022 or 2023[42]. - The VIEs may transfer cash to the WFOEs by paying service fees based on 100% of the balance of the gross consolidated profits after certain deductions[49]. - The company has not made any dividends or distributions to the Parent by its subsidiaries for the years ended December 31, 2022, 2023, and 2024[50]. - The company is legally required to monitor and verify property listings to ensure compliance with PRC laws, which is critical for maintaining trust with customers[91]. - The company may face regulatory investigations or penalties if it fails to maintain the quality and authenticity of property listings[91]. - The PRC anti-monopoly regulators have strengthened enforcement, which could impact the company's operations and compliance costs[97]. - The maximum fines for illegal concentration of business operators can reach up to 10% of the previous year's sales revenue[101]. - The company is subject to risks associated with potential changes in PRC regulations affecting its VIE structure[207]. - The contractual arrangements with VIEs are governed by PRC law, which may lead to uncertainties in enforcement and potential adverse effects on the company's ability to direct VIE activities and receive economic benefits[216]. - Conflicts of interest may arise with certain shareholders of the VIEs, potentially impacting the company's ability to enforce contractual arrangements and receive timely payments[217]. - The company may invoke equity pledge agreements to enforce shareholder obligations, but reliance on legal proceedings could disrupt business operations and introduce uncertainty[218]. - Personal disputes involving VIE shareholders could adversely affect equity interests and the enforceability of contractual arrangements, leading to potential loss of control over VIEs[219]. - PRC tax authorities may scrutinize contractual arrangements, and any findings of non-compliance could result in increased tax liabilities and penalties for the VIEs, adversely affecting the company's financial position[220]. - Bankruptcy or liquidation of VIEs could result in loss of access to material assets necessary for business operations, significantly impacting the company's financial condition[221]. - The evolving interpretation of the PRC Foreign Investment Law may affect the viability of the company's corporate structure and operations, particularly regarding foreign investment restrictions[222]. - Changes in China's economic, political, or social conditions could materially impact the company's business operations and financial results, as revenues are primarily derived from China[224]. - The PRC government's oversight and discretion over business operations may lead to material adverse changes in operations and the value of the company's securities[230]. - Recent regulatory changes regarding overseas listings and foreign investment may hinder the company's ability to conduct future financing activities, potentially affecting the value of its securities[231]. Financial Performance and Cash Flow - As of December 31, 2024, total assets amounted to RMB 133,149,283 thousand, an increase from RMB 120,331,931 thousand as of December 31, 2023[57][58]. - Cash and cash equivalents decreased from RMB 19,634,716 thousand in 2023 to RMB 11,442,965 thousand in 2024, representing a decline of approximately 41.6%[57][58]. - Total current liabilities increased to RMB 52,744,258 thousand in 2024 from RMB 39,523,983 thousand in 2023, reflecting a rise of about 33.4%[57][58]. - Total shareholders' equity remained stable at RMB 71,447,995 thousand in 2024 compared to RMB 72,201,105 thousand in 2023[57][58]. - Short-term investments rose to RMB 41,317,700 thousand in 2024 from RMB 34,257,958 thousand in 2023, indicating an increase of approximately 20.5%[57][58]. - Total non-current assets decreased to RMB 56,545,938 thousand in 2024 from RMB 50,578,308 thousand in 2023, a decline of about 11.8%[57][58]. - The amount due from Group companies increased significantly to RMB 87,092,970 thousand in 2024 from RMB 72,894,425 thousand in 2023, marking an increase of approximately 19.4%[57][58]. - Total liabilities increased to RMB 61,701,288 thousand in 2024 from RMB 48,130,826 thousand in 2023, reflecting a rise of about 28.2%[57][58]. - Restricted cash increased from RMB 6,222,745 thousand in 2023 to RMB 8,858,449 thousand in 2024, representing an increase of approximately 42.5%[57][58]. - The total current assets decreased to RMB 76,603,345 thousand in 2024 from RMB 69,753,623 thousand in 2023, a decline of about 9.5%[57][58]. - Total net revenues for the year ended December 31, 2024, reached RMB 93,457,498 thousand, a significant increase from RMB 77,776,932 thousand in 2023, representing a growth of approximately 20%[60]. - Gross profit for 2024 was RMB 22,944,055 thousand, up from RMB 21,718,014 thousand in 2023, indicating a year-over-year increase of about 5.6%[60]. - Net income attributable to KE Holdings Inc. for 2024 was RMB 4,064,900 thousand, compared to RMB 5,883,224 thousand in 2023, reflecting a decrease of approximately 30.8%[60]. - Operating cash flow from third parties for 2024 amounted to RMB 9,447,137 thousand, a notable increase from RMB 2,971,131 thousand in 2023[64]. - Cash flows from investing activities in 2024 resulted in a net outflow of RMB 9,378,025 thousand, compared to a net inflow in 2023, indicating a shift in investment strategy[64]. - The company reported a total cost of revenues of RMB 70,513,443 thousand for 2024, which is an increase from RMB 56,058,918 thousand in 2023, marking a rise of approximately 25.8%[60]. - The share of income from subsidiaries for 2024 was RMB 3,734,104 thousand, compared to RMB 5,883,224 thousand in 2023, indicating a decline of about 36.5%[60]. - The company experienced a significant increase in operating expenses, which totaled RMB 19,179,088 thousand in 2024, compared to RMB 16,920,944 thousand in 2023, reflecting a rise of approximately 7.4%[60]. - Operating cash flow from third parties for the year ended December 31, 2023, was RMB 11,414,244 thousand, an increase from RMB 8,518,843 thousand in 2022, representing a growth of approximately 34.5%[65]. - Net cash provided by operating activities for 2023 was RMB 11,414,244 thousand, compared to RMB 8,518,843 thousand in 2022, indicating a significant increase of approximately 34.5%[66]. - Cash flows from investing activities resulted in a net outflow of RMB 3,977,440 thousand in 2023, compared to an outflow of RMB 8,472,355 thousand in 2022, showing an improvement of approximately 53%[66]. - The company reported a net cash used in financing activities of RMB 7,218,210 thousand for 2023, compared to RMB 1,213,082 thousand in 2022, reflecting a significant increase in financing outflows[66]. - The total cash, cash equivalents, and restricted cash at the end of 2023 was RMB 25,857,461 thousand, up from RMB 25,594,259 thousand at the end of 2022, representing a slight increase of approximately 1%[66]. - Investment in subsidiaries and net assets of VIEs increased to RMB 70,866,589 thousand by December 31, 2023, from RMB 59,780,970 thousand at the end of 2022, marking an increase of approximately 18.5%[69]. - The share of income from subsidiaries for 2023 was RMB 3,734,104 thousand, compared to RMB 5,618,262 thousand in 2022, indicating a decrease of approximately 33.4%[69]. - The company incurred share-based compensation costs of RMB 2,726,075 thousand for subsidiaries and VIEs in 2023, compared to RMB 3,215,549 thousand in 2022, reflecting a decrease of approximately 15.2%[69]. - The cash paid for business combinations in 2023 was RMB 9,893 thousand, a decrease from RMB 3,147,760 thousand in 2022, indicating a significant reduction in acquisition-related expenditures[66]. - The effect of exchange rate changes on cash and cash equivalents resulted in a net increase of RMB 44,608 thousand in 2023, compared to an increase of RMB 28,644 thousand in 2022, showing a positive trend in currency impact[66]. - The company incurred a net loss of RMB1,397 million in 2022 but generated net incomes of RMB5,890 million in 2023 and RMB4,078 million (US$559 million) in 2024[119]. - The company expects to continue incurring costs and operating expenses to support anticipated future growth, which may exceed expectations[119]. - The company’s business is sensitive to economic conditions, with potential adverse effects from a severe or prolonged downturn in the global or Chinese economy[120]. - Labor costs in the PRC are expected to continue increasing, which may adversely affect the company's profitability if these costs cannot be passed on to customers[191]. - Certain PRC subsidiaries have failed to make full social insurance and housing fund contributions, which could lead to fines and adversely affect the company's financial condition[192]. - The company has historically hired dispatched workers, and exceeding the 10% limit of dispatched workers could result in fines and operational challenges[193]. Market Conditions and Competitive Landscape - The housing-related industry in China has experienced a slowdown, affecting transaction volumes and prices, which may adversely impact the company's financial performance[78]. - The PRC government has implemented various measures to stabilize the housing market, including easing restrictions on residential property purchases and reducing mortgage rates[82]. - In 2023, the company reduced commission rates for existing home transactions in Beijing, splitting fees equally between sellers and buyers[83]. - The company's business is sensitive to economic conditions, and a prolonged downturn in the global or Chinese economy could materially affect its financial condition[75]. - The company faces increasing competition in the housing transactions and services industry, which could lead to declining market share and commission rates[157]. - The company derives a substantial portion of its revenues from major cities, particularly Beijing and Shanghai, exposing it to market risks[161]. - The company may face competition from related parties, such as Ziroom, in the home rental services sector[158]. - Expansion into new geographical areas poses risks due to varying housing market conditions and potential competition from established local players[176]. Strategic Initiatives and Business Development - The company launched its home renovation and furnishing services, Beiwoo, in April 2020, and completed the acquisition of Shengdu in April 2022[93]. - The corporate strategy was upgraded to "One Body, Three Wings" in 2023, adding the Beihaojia business to facilitate supply-side upgrades for new homes[93]. - The company has expanded into new service categories, including home renovation and furnishing, and launched its Beihaojia business, which focuses on upgrading new homes[172]. - The Beihaojia business primarily provides C2M product solutions for real estate developers, leveraging extensive data accumulation, but market acceptance remains uncertain[173]. - The company has upgraded its corporate strategy to "One Body, Three Wings," adding Beihaojia as a third wing, although this business model is still in its early stages[172]. - The company may incur additional costs due to project delays caused by factors such as labor shortages and material delivery delays[128]. - The company is subject to risks associated with maintaining relationships with real estate developers, which are critical for new property listings[125]. - The company’s home renovation and furnishing services are exposed to risks related to project cost overruns and quality issues[127]. - The company may be required to pay damages for breach of contract if it fails to renew agreements with landlords on satisfactory terms[134]. - The company relies on a large number of business partners, including real estate developers and financial institutions, to provide quality services, and any failure on their part could materially impact the company's reputation and financial condition[146]. - The company faces significant risks associated with strategic alliances, investments, or acquisitions, which may not yield expected results and could adversely affect financial performance[147]. Compliance and Internal Controls - The company has maintained a comprehensive data protection program and implemented strict internal policies to ensure compliance with data protection regulations[116]. - As of the date of the annual report, there had been no material incidents of data leakage or regulatory sanctions against the company[116]. - The PRC Data Security Law, effective September 2021, requires security reviews for data activities that may affect national security[111]. - The company is subject to various anti-corruption laws, and violations could adversely affect its reputation and financial condition[169]. - The company does not maintain business interruption insurance or key-man insurance, which could expose it to significant costs and disruptions[186]. - The company has concluded that its internal control over financial reporting was effective as of December 31, 2024, but failure to maintain this could lead to loss of investor confidence[200]. - The company may need additional capital for growth and operations, and may face challenges in obtaining this capital on acceptable terms[201]. - The company is subject to new internet advertising regulations effective May 1, 2023, which may impose additional compliance obligations and operational costs[196]. - Violations of advertising laws could result in penalties, including fines up to RMB2 million, which may adversely affect the company's financial condition[197]. - The company may face legal and regulatory proceedings that could materially affect its business and financial condition[165]. Intellectual Property and Data Management - The company’s intellectual property rights are essential for its competitive position, and failure to protect these rights could lead to significant business risks[149]. - The validity and enforceability of intellectual property rights in internet-related industries in China are evolving, increasing the risk of infringement claims against the company[155]. - The company generates and processes a large amount of data, facing risks related to cybersecurity and data privacy compliance[105]. - Regulatory authorities globally are considering new data protection laws, which could impose additional compliance costs on the company[117].

Financial Performance - For the fiscal year ending December 31, 2024, total transaction value reached RMB 3,349.4 billion, a 6.6% increase from RMB 3,142.9 billion in 2023[8] - Net revenue for the fiscal year ending December 31, 2024, was RMB 93.5 billion, up 20.2% from RMB 77.8 billion in 2023[8] - Net profit for the fiscal year ending December 31, 2024, was RMB 4,078.18 million, compared to RMB 5,889.60 million in 2023[8] - Adjusted net profit for the fiscal year ending December 31, 2024, was RMB 7,211 million, down from RMB 9,798 million in 2023[8] - The net revenue from existing housing business remained stable at RMB 28.2 billion in 2024, compared to RMB 28.0 billion in 2023, with total transaction value increasing by 10.8% to RMB 2246.5 billion[79] - The net revenue from home decoration services grew by 36.1% to RMB 14.8 billion in 2024, up from RMB 10.9 billion in 2023[81] - The net revenue from rental services surged by 135.0% to RMB 14.3 billion in 2024, compared to RMB 6.1 billion in 2023[81] - Operating costs for 2024 increased by 25.8% to RMB 70.5 billion from RMB 56.1 billion in 2023[80] - Gross profit rose by 5.6% from RMB 21.7 billion in 2023 to RMB 22.9 billion in 2024, with a gross margin of 24.6% in 2024 compared to 27.9% in 2023[88] Operational Metrics - The number of stores increased to 51,573 as of December 31, 2024, representing a 17.7% growth from 43,817 stores in 2023[8] - Active agents increased to 499,937 as of December 31, 2024, a 16.9% rise from 427,656 agents in 2023[8] - The average monthly active users reached 43.2 million for the fourth quarter of 2024, unchanged from the same period in 2023[8] - Approximately 6 million verified second-hand housing listings are available on the platform as of December 31, 2024[25] - The platform completed over 4.9 million property transactions in 2024, with a total transaction value of RMB 334.94 billion (approximately USD 45.89 billion) [12] Market Presence and Strategy - The company aims to reshape service provider operating models to provide more efficient services for consumers in the real estate market [13] - The company’s platform serves as an innovative sales channel for real estate developers and benefits other ecosystem participants, such as home decoration service providers [16] - The company is focused on enhancing its understanding of platform participants through active online and offline interactions [12] - The company’s strategic initiatives are aimed at expanding market reach and improving service delivery in the real estate industry [12] - The company aims to provide a one-stop solution to meet customer needs throughout the entire housing cycle and plans to further expand its service categories[20] Revenue Sources - The company has five main revenue sources: existing home business, new home business, home decoration and furnishing, rental services, and emerging businesses and others[19] - The total transaction value for existing home sales was RMB 2,246.5 billion, a 10.8% increase from RMB 2,028.0 billion in 2023[8] - The total transaction value for new home sales was RMB 970.0 billion, a 3.3% decrease from RMB 1,003.0 billion in 2023[8] - The total transaction value for home decoration and furniture reached RMB 16.9 billion, a 27.3% increase from RMB 13.3 billion in 2023[8] Technology and Innovation - The company has developed a scalable infrastructure that includes SaaS systems, client applications, and community engagement networks [16] - The integration of AI technology and applications is a key component of the company's infrastructure, enhancing service delivery across various stages of real estate transactions[26] - The company has established a comprehensive AI development platform to support various applications in the real estate sector[65] - The company has developed AI applications to enhance consumer experience and service efficiency, including AI assistants for property management and design[65][66] - The company has introduced VR technology into the real estate transaction and service industry in China, enhancing user experience and efficiency in property matching[71] Community and Agent Engagement - The deep community network is becoming a crucial foundation for the company's one-stop living services, helping agents transition into "living" consultants[33] - The company encourages agents to specialize in their local areas, allowing them to become experts in nearby properties and manage listings effectively[23] - The ACN network facilitates collaboration among agents, allowing for automatic commission distribution based on roles in property transactions, enhancing service efficiency and customer experience[21] - The company emphasizes training for agents through a combination of online courses, offline training, and practical tasks to enhance service quality[34] Financial Position and Cash Flow - Cash and cash equivalents, restricted cash, and short-term investments increased from RMB 601 billion as of December 31, 2023, to RMB 616 billion as of December 31, 2024[98] - The net cash generated from operating activities was RMB 9,447,137,000, a decrease from RMB 11,414,244,000 in 2023, reflecting a decline of approximately 17.3%[109] - The net cash used in investing activities for 2024 was RMB 9,378,025,000, significantly higher than RMB 3,977,440,000 in 2023, indicating an increase of approximately 135.5%[109] - The total cash and cash equivalents at the end of 2024 were RMB 20,301,414,000, down from RMB 25,857,461,000 at the end of 2023, a decrease of approximately 21.5%[109] Governance and Leadership - The company has a strong governance structure with experienced company secretaries overseeing compliance and investor relations[155][157] - The board of directors includes independent non-executive directors with extensive experience in finance and management, such as Zhu Hansong and Wu Jun[147][149] - The company has a strong leadership team with diverse backgrounds in technology, finance, and real estate, enhancing its strategic capabilities[136][141] - The management team is responsible for the daily operations of the business, including key positions held by Peng Yongdong as CEO and Xu Tao as CFO[152][154] Risks and Challenges - The business is subject to various risks, including regulatory constraints in the real estate sector and potential negative impacts on reputation and operational performance if consumer satisfaction declines[164] - Economic conditions significantly affect the company's business, with severe global or Chinese economic downturns potentially having a major adverse impact on financial performance[164] - The company faces challenges in ensuring compliance with evolving cybersecurity and data privacy laws in China, which could impact its reputation and operational outcomes[164] Shareholder Information - The company declared a final cash dividend of $0.117 per ordinary share or $0.351 per American depositary share for the year ended December 31, 2023, totaling approximately $400 million[192] - For the year ended December 31, 2024, the company plans to declare a final cash dividend of $0.12 per ordinary share or $0.36 per American depositary share, also totaling approximately $400 million[192] - The company's dual-class voting structure includes Class A ordinary shares and Class B ordinary shares, with Class A shares granting one vote per share and Class B shares granting ten votes per share[174]

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 貝殼控股有限公司 呈交日期： 2025年4月17日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 不同投票權架構公司普通股 | 股份類別 A | | 於香港聯交所上市 | 是 | | | 證券代號 (如上市) | 02423 | 說明 | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | 事件 | 已發行股份（不包括庫存股份）數 目 | 佔有關事件前的現有已發 行股份（ ...

貝殼控股有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （股份代號：2423） KE Holdings Inc. 通告 茲提述貝殼控股有限公司（「本公司」）日期為2025年4月17日的通函（「通函」）。 除非特別說明，本通告所用詞彙與通函所界定者具有相同涵義。 茲通告本公司謹訂於北京時間2025年6月13日（星期五）上午十時正假座中國北京 市海淀區創業路2號東方電子科技大廈舉行股東週年大會（「股東週年大會」），以考慮 及酌情通過以下各項決議案（「建議決議案」）： – 1 – 1. 作為普通決議案，省覽、考慮及採納本公司於2024年12月31日及截至該日 止年度的經審計合併財務報表及審計師報告； 2. 作為普通決議案，重選以下董事： (a) (i) 重選李朝暉先生為非執行董事；及 (ii) 重選陳小紅女士為獨立非執行董事； (b) 授權董事會釐定董事的薪酬； 將於2025年6月13日（星期 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取的行動有任何疑問，應諮詢 閣下的股票經紀或其他註冊證券交易商、銀行 經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有貝殼控股有限公司之股份，應立即將本通函連同隨附代表委任表格交予買主或承 讓人或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責，對其準確性或完整性亦不發 表任何聲明，並明確表示，概不對因本通函全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承 擔任何責任。 KE Holdings Inc. 貝殼控股有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） （股份代號：2423） (1)建議重選董事； (2)建議授出一般授權以發行股份； (3)建議授出一般授權以購回股份及╱或美國存託股份； (4)建議續聘審計師； 及 (5)股東週年大會通告 董事會函件載於本通函第4頁至第8頁。 股東週年大會將於2025年6月13日（星期五）上午十時正（北京時間）假座中國北京市海淀區創業路2號東方電子 科技大廈舉行。召開股東週年大會的通告載 ...