Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
05 12월 2024 - 8:02PM
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 December 2024
Commission File Number: 001-40460
KANZHUN LIMITED
18/F, GrandyVic Building,
Taiyanggong Middle Road
Chaoyang District, Beijing 100020
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 of 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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KANZHUN LIMITED |
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By |
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/s/ Yu Zhang |
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Name |
: |
Yu Zhang |
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Title |
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Director and Chief Financial Officer |
Date:
December 5, 2024
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.
KANZHUN LIMITED
看 準
科 技 有 限 公 司
(A
company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code:
2076)
(Nasdaq Stock
Ticker: BZ)
VOLUNTARY ANNOUNCEMENT
PURCHASE OF SHARES ON MARKET
PURSUANT TO POST-IPO SHARE SCHEME
Reference is made to the Post-IPO Share Scheme
(the “Scheme”) of KANZHUN LIMITED (the “Company”) conditionally approved and adopted on December 14,
2022, which took effect upon the listing of the class A ordinary shares of the Company (the “Class A Ordinary Shares”)
on the Main Board of The Stock Exchange of Hong Kong Limited on December 22, 2022. The trustee of the Scheme (the “Trustee”)
had purchased a total of 370,024 Class A Ordinary Shares (in the form of 185,012 American Depository Shares) from the open market
to hold on trust for the Eligible Participants (as defined in the Scheme) on December 4, 2024, pursuant to the terms and conditions
of the Scheme, funded by the Company’s internal resources. Details of the Class A Ordinary Shares purchased and held by the
Trustee on trust are as follows:
Date of purchase: |
December 4, 2024 |
Total number of Class A Ordinary Shares purchased: |
370,024 |
Percentage of the Class A Ordinary Shares purchased to the
total number of issued and outstanding shares of the Company as at December 4, 2024: |
Approximately 0.04%
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Average consideration (excluding all the relevant expenses) per Class A
Ordinary Share purchased: |
US$6.75 |
Balance of Class A Ordinary Shares held by the Trustee immediately after
the purchase: |
28,007,286 |
The Company will from time to time review and
determine at its absolute discretion such number of Class A Ordinary Shares to be awarded to the Eligible Participants as it may
deem appropriate. As of the date of this announcement, nil share award held by the Trustee has been awarded to any Eligible Participant.
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By
Order of the Board
KANZHUN
LIMITED
Mr. Peng
Zhao
Founder, Chairman
and Chief Executive Officer |
Hong Kong, December 5, 2024
As of the date of this announcement, the board
of directors of the Company comprises Mr. Peng Zhao, Mr. Yu Zhang, Mr. Xu Chen, Mr. Tao Zhang and Ms. Xiehua
Wang as the executive directors, Mr. Haiyang Yu as the non-executive director, Mr. Yonggang Sun, Mr. Yan Li and Ms. Mengyuan
Dong as the independent non-executive directors.
Exhibit 99.2
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Page 1 of 10 v 1.1.1
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 30 November 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: KANZHUN LIMITED (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Date Submitted: 05 December 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description Class A Ordinary Shares
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 1,800,000,000 USD 0.0001 USD 180,000
Increase / decrease (-) USD
Balance at close of the month 1,800,000,000 USD 0.0001 USD 180,000
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
Stock code (if listed) 02076 Description Class B Ordinary Shares
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 200,000,000 USD 0.0001 USD 20,000
Increase / decrease (-) USD
Balance at close of the month 200,000,000 USD 0.0001 USD 20,000
Total authorised/registered share capital at the end of the month: USD 200,000 |
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Page 2 of 10 v 1.1.1
As at 30 November 2024, there are 897,001,526 ordinary shares issued and outstanding (excluding treasury shares), comprising of 758,511,125 Class A Ordinary Shares and 138,490,401 Class
B Ordinary Shares (excluding the 3,151,978 Class A Ordinary Shares issued to the Depositary for bulk-issuance of ADSs reserved for future issuances upon the exercise or vesting of awards
granted under the Share Incentive Plans).
II. Movements in Issued Shares and/or Treasury Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description Class A Ordinary Share
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 758,338,011 0 758,338,011
Increase / decrease (-) 173,114 0
Balance at close of the month 758,511,125 0 758,511,125
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
Stock code (if listed) 02076 Description Class B Ordinary Share
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 138,490,401 0 138,490,401
Increase / decrease (-) 0 0
Balance at close of the month 138,490,401 0 138,490,401
Remarks: |
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Page 3 of 10 v 1.1.1
The exercise of 173,114 share options was settled using the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for further issuance upon the exercise of
vested awards granted under the Share Incentive Plans.
III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description
Particulars of share option scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share
options outstanding at
close of the month
Number of new shares
issued during the month
pursuant thereto (A1)
Number of treasury
shares transferred out of
treasury during the
month pursuant thereto
(A2)
Number of shares which
may be issued or
transferred out of
treasury pursuant
thereto as at close of
the month
The total number of
shares which may be
issued or transferred out
of treasury upon
exercise of all share
options to be granted
under the scheme at
close of the month
1). 2020 Share Incentive Plan (Share
Incentive Plan adopted in
September 2020 and amended
and restated in May 2021)
45,110,440 Exercised - new shares involved -173,114 44,926,576 173,114 0 44,926,576
Cancelled -10,750
General Meeting approval date (if applicable)
2). Post-IPO Share Scheme (Share
Incentive Plan adopted on 14
December , 2022 as amended
from time to time)
0 0 0 56,154,526
General Meeting approval date (if applicable)
Increase in issued shares (excluding treasury shares): 173,114 WVR ordinary shares A (AA1)
Decrease in treasury shares: 0 WVR ordinary shares A (AA2)
Total funds raised during the month from exercise of options: USD 0
Remarks: |
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Page 4 of 10 v 1.1.1
(B). Warrants to Issue Shares of the Issuer Not applicable |
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Page 5 of 10 v 1.1.1
(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
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Page 6 of 10 v 1.1.1
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description
Description of other agreements or arrangements
General Meeting
approval date
(if applicable)
Number of new shares issued during
the month pursuant thereto (D1)
Number of treasury shares transferred
out of treasury during the month
pursuant thereto (D2)
Number of shares which may be issued
or transferred out of treasury pursuant
thereto as at close of the month
1). 2020 Share Incentive Plan - restricted share unit (Share Incentive Plan adopted in September 2020
and amended and restated in May 2021) 0 0 10,339,568
2). Post-IPO Share Scheme - share awards 0 0 23,387,436
Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares A (DD1)
Decrease in treasury shares: 0 WVR ordinary shares A (DD2)
Remarks:
As of 30 November 2024,
(i) nil restricted share unit were granted under 2020 Share Incentive Plan during the month, and nil share awards were granted under Post-IPO Share Scheme during the month.
(ii) nil restricted share unit granted under 2020 Share Incentive Plan were vested and settled during the month, and nil share award granted under Post-IPO Share Scheme were vested and
settled during the month.
(iii) 16,642 restricted shares units granted under 2020 Share Incentive Plan were cancelled during the month, and 36,134 share awards granted under Post-IPO Share Scheme were lapsed
during the month. |
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(E). Other Movements in Issued Shares and/or Treasury Shares Not applicable
Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 173,114 WVR ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A |
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Page 8 of 10 v 1.1.1
IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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Page 9 of 10 v 1.1.1
V. Confirmations
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares
sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it
has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as
applicable:
(Note 4)
(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 5);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has
been made with all other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Submitted by: Liang Huaiyuan
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
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Page 10 of 10 v 1.1.1
Notes
1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as
"cancellation date".
In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in
treasury".
3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet
cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative
number.
4. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already
made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or
transferred, no further confirmation is required to be made in this return.
5. “Identical” means in this context:
. the securities are of the same nominal value with the same amount called up or paid up;
. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
exactly the same sum (gross and net); and
. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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