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 September 2023

 

 

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

 

Exhibit No.		Description
99.1		Announcement—Discloseable Transactions in Relation to Subscription of Fixed Rate Notes
99.2		Announcement—Grant of Share Awards

 

 

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.

 

KANZHUN LIMITED

 

	By	:	/s/ Yu Zhang
	Name	:	Yu Zhang
	Title	:	Director and Chief Financial Officer

 

Date: September 18, 2023

 

 

 

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)

 

DISCLOSEABLE TRANSACTIONS

IN RELATION TO SUBSCRIPTION OF FIXED RATE NOTES

 

 

 

The Board is pleased to announce that the Company had subscribed for the UBS Fixed Rate Note in the amount of USD150.0 million issued by UBS AG on May 30, 2023 and the GS 1-Year Fixed Rate Note in the amount of USD100.0 million and the GS 2-Year Fixed Rate Note in the amount of USD70.0 million issued by Goldman Sachs on June 14, 2023.

 

SUBSCRIPTION OF THE UBS FIXED RATE NOTE

 

The principal terms of the UBS Fixed Rate Note are summarized as follows:

 

Issuer:	UBS AG, acting through its London Branch
Aggregate principal amount:	USD150,000,000
Issue price:	100% of the principal amount

 

Denomination:

The UBS Fixed Rate Note may be issued, traded and redeemed in integral multiples of USD10,000, subject to a minimum lot of USD100,000.

 

Interest:

Interest at the rate of 5.30% per annum will be paid on May 30 of each year from and including May 30, 2024 up to and including the maturity date.

 

Issue date:	May 30, 2023
Maturity date:	May 30, 2025
Provisions relating to redemption:	100% of the principal amount will be redeemed at maturity.

 

The issuer may also redeem the UBS Fixed Rate Note at 100% of the principal amount on May 30, 2024 i.e. an optional redemption date upon giving written notice as specified in the terms. Holders of the UBS Fixed Rate Note will not be entitled to any interest payments other than those due on such interest payment date in respect of which the redemption option is exercised.

 

Ranking:

The UBS Fixed Rate Note constitutes general and unsecured contractual obligations of the issuer which will rank equally with all other unsecured contractual obligations of the issuer and pari passu with subsequent unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law.

 

 

SUBSCRIPTION OF THE GS 1-YEAR FIXED RATE NOTE AND GS 2-YEAR FIXED RATE NOTE

 

The principal terms of the GS 1-Year Fixed Rate Note and GS 2-Year Fixed Rate Note are summarized as follows:

	GS 1-Year Fixed Rate Note	GS 2-Year Fixed Rate Note

 

Issuer:	Goldman Sachs
Guarantor:	The Goldman Sachs Group, Inc., Delaware, US
Aggregate principal amount:	USD100,000,000	USD70,000,000
Issue price:	100% of the principal amount
Denomination:	USD1,000,000

 

Interest:

Interest at the rate of 5.33% per annum will be paid on maturity date.

Interest at the rate of 5.23% per annum will be paid on maturity date.

 

Issue date:	June 14, 2023
Maturity date:	June 14, 2024	June 14, 2025
Provisions relating to redemption:	100% of the principal amount will be redeemed at maturity.

 

Guarantee:

The guarantee is irrevocable and unconditional and relates to the payment obligations of the issuer arising under the GS 1-Year Fixed Rate Note or GS 2-Year Fixed Rate Note only.

 

Ranking:

The GS 1-Year Fixed Rate Note and GS 2-Year Fixed Rate Note are guaranteed by the guarantor and the guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of the guarantor.

 

The Company used its internal resources to subscribe for each of the Fixed Rate Notes.

 

 

BASIS OF DETERMINATION OF CONSIDERATION

 

The Board confirmed that the considerations of each of the Fixed Rate Notes were determined on the basis of commercial terms negotiated at arm’s length between the Company and each of UBS and Goldman Sachs respectively, having considered (i) the then available surplus cash of the Company for treasury management purpose; (ii) the expected investment return and terms of each of the Fixed Rate Notes; and (iii) the prevailing market interest rates and practices.

 

REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS

 

The Fixed Rate Notes are principal and income guaranteed, and the Company therefore considers they are of relatively low-risk. The Board considers that the subscriptions of the Fixed Rate Notes will earn a better yield than fixed deposits generally offered by banks from a cash management perspective and will provide a good opportunity for the Company to manage the available surplus cash reserves in a reasonable way without impacting on the daily operation.

 

Having regarded the fact that the Fixed Rate Notes are principal guaranteed and are classified as relatively low-risk after assessment, and with reference to similar products in the market and their general rates of return, the Board is of the view that the terms of the Fixed Rate Notes are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

 

The Group has implemented adequate and appropriate internal control procedures to ensure the subscriptions of the Fixed Rate Notes would not affect the working capital or the operations of the Group, and that such investments would be conducted on the principle of protecting the interests of the Company and its Shareholders as a whole.

 

GENERAL INFORMATION OF THE PARTIES

 

The Company

 

The Company is a holding company which operates the leading online recruitment platform BOSS Zhipin in China. The Company connects job seekers and enterprise users in an efficient and seamless manner through its highly interactive mobile app, a transformative product that promotes two-way communication, focuses on intelligent recommendations, and creates new scenarios in the online recruiting process. Benefiting from its large and diverse user base, BOSS Zhipin has developed powerful network effects to deliver higher recruitment efficiency and drive rapid expansion.

 

UBS AG and UBS AG, London Branch

 

UBS AG is a licensed bank incorporated and domiciled in Switzerland and engages in a full range of financial services activities as a bank. UBS AG, London Branch operates as a branch of UBS AG and is domiciled in London, United Kingdom.

 

 

Goldman Sachs

 

Goldman Sachs is a registered public limited company domiciled in Jersey. It issues warrants, certificates and notes (debt securities) in the European and Asian markets.

 

The Goldman Sachs Group, Inc., Delaware, US

 

The Goldman Sachs Group, Inc., Delaware, US is a financial holding company incorporated in the State of Delaware, United States of America. It is regulated by the Federal Reserve.

 

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, each of UBS AG, UBS AG, London Branch, Goldman Sachs, the Goldman Sachs Group, Inc., Delaware, US and their respective ultimate beneficial owner(s) are not connected persons of the Company and are third parties independent of the Company and its connected persons.

 

LISTING RULES IMPLICATIONS

 

As each of the GS 1-Year Fixed Rate Note and the GS 2-Year Fixed Rate Note issued by Goldman Sachs are of similar nature and for the purpose of calculating the relevant percentage ratios pursuant to Rule 14.22 of the Listing Rules, the corresponding amounts of each of the subscriptions of the GS 1-Year Fixed Rate Note and the GS 2-Year Fixed Rate Note, all completed within a 12-month period, are aggregated as if they were one transaction with Goldman Sachs.

 

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of each of the subscriptions of the UBS Fixed Rate Note (on a standalone basis) and the GS 1-Year Fixed Rate Note and the GS 2-Year Fixed Rate Note (on an aggregate basis) exceeds 5% but is less than 25%, the subscriptions of each of the Fixed Rate Notes constitute discloseable transactions of the Company for the purpose of the Listing Rules and are subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

 

The Company should have made the announcement in respect of the subscriptions of the Fixed Rate Notes as and when such obligations arose. The Board has always put great emphasis on the importance of Listing Rules compliance and the risk assessment of its subscriptions for financial products. However, as it is the Group’s normal course of business operations to utilise its surplus cash reserves to enhance the funds utilization efficiency and bring extra returns, and given the fact that these Fixed Rate Notes are principal and income guaranteed and is akin to traditional bank deposits, the Company did not realize that the subscriptions of the financial products would have implications under Chapter 14 of the Listing Rules.

 

The Company shall continue to enhance its internal control management and strictly control the audit regarding compliance and risk control matters of its business operations, thereby avoiding the re-occurrence of similar incidents. The Company will continue to work closely with its joint company secretaries, legal advisers and compliance adviser to ensure compliance with the Listing Rules.

 

 

DEFINITIONS

 

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

 

“Board”	the board of Directors
“Company”	KANZHUN LIMITED (看準科技有限公司), a company with limited liability incorporated in the Cayman Islands on January 16, 2014
“connected person(s)”	has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of our Company
“Fixed Rate Notes”	the UBS Fixed Rate Note, the GS 1-Year Fixed Rate Note and the GS 2-Year Fixed Rate Note
“Goldman Sachs”	Goldman Sachs Finance Corp International Ltd, a registered public limited company domiciled in Jersey
“Group”	the Company, its subsidiaries and its consolidated affiliated entities
“GS 1-Year Fixed Rate Note”	1- year fixed rate note issued by Goldman Sachs, more particularly set out in the content of this announcement
“GS 2-Year Fixed Rate Note”	2-  year fixed rate note issued by Goldman Sachs, more particularly set out in the content of this announcement
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“Shareholder(s)”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“UBS Fixed Rate Note”	fixed rate note issued by UBS AG, more particularly set out in the content of this announcement
“USD”	United States dollars, the lawful currency of the United States
“%”	per cent

 

	By order of the Board
	KANZHUN LIMITED
	Mr. Peng Zhao
	Founder, Chairman and Chief Executive Officer

 

Hong Kong, September 18, 2023

 

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. Charles Zhaoxuan Yang, Mr. Yonggang Sun and Mr. Yusheng Wang as the independent non-executive directors.

 

 

Exhibit 99.2

 

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)

 

GRANT OF SHARE AWARDS

 

On September 15, 2023, the Company granted an aggregate of 6,727,272 share awards in the form of RSUs (the “Share Awards”) (representing the same number of Class A Ordinary Shares) to 273 employees pursuant to the Post-IPO Share Scheme (the “Grants”).

 

The Grants are subject to the terms and conditions of the Post-IPO Share Scheme and the award agreements entered into between the Company and each of the Grantees. The principal terms of the Post-IPO Share Scheme were set out in the section headed “Statutory and General Information – D. Share Incentive Plans – 2. Post-IPO Share Scheme” in Appendix IV to the listing document of the Company dated December 16, 2022.

 

The Share Awards will be satisfied through utilizing the Class A Ordinary Shares held by the depositary of the ADSs for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Post-IPO Share Scheme.

 

Details of the Grants are as follows:

 

Date of the Grants	September 15, 2023
Number of Grantees	273 employees
Number of Share Awards granted	6,727,272 Class A Ordinary Shares
Issue price of Share Awards granted	Nil per Share Award
Closing price of the Class A Ordinary Shares on the Date of the Grants	HK$57.5 per Share

 

 

Vesting Periods of the Share Awards

 

All of the Share Awards under the Grants shall vest in equal portions on each of the first, second, third and fourth anniversary of the date of the Grants, respectively, subject to the Grantee’s continued employment relationship with the Company on such vesting dates.

 

Performance Target

 

The vesting of the Share Awards under the Grants is not subject to any performance target.

 

Clawback mechanism

 

The Share Awards are subject to clawback in the event that:

 

●

the Grantee ceases to be a selected participant by reason of the termination of employment or contractual engagement with the Group or Related Entity for cause or without notice or with payment in lieu of notice;

 

●

the Grantee has been convicted of a criminal offence involving his/her integrity or honesty; or

 

●

in the reasonable opinion of the scheme administrator, the Grantee has engaged in serious misconduct or breaches the terms of the Post-IPO Share Scheme in any material respect.

 

Listing Rules Implications

 

The grantees under the Grants are employees of the Group and do not fall under any of the following categories: (a) a Director, chief executive, or substantial shareholder of the Company, or an associate of any of them; (b) a participant with share options and awards granted and to be granted in the 12-month period up to and including the date of such grant in aggregate to exceed 1% individual limit for the purpose of Rule 17.03D of the Listing Rules; or (c) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the relevant class of Shares in issue.

 

Reason for and benefits of the Grants

 

The reasons for the grants of Share Awards are to reward continued efforts for the success of the Company and provide incentives for the Grantees to exert maximum efforts, and to provide a means by which more employees may be given an opportunity to benefit from increases in value of the Shares through the granting of the Share Awards. Such Grants will encourage them to work towards enhancing the value of the Company and the Shares for the benefits of the Company and the Shareholders as a whole.

 

 

Class A Ordinary Shares available for future grant under the Post-IPO Share Scheme

 

As at the date of this announcement and following the Grants, the number of Class A Ordinary Shares available for future grant under the scheme mandate limit of the Post-IPO Share Scheme is 63,186,392.

 

Definitions

 

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

 

“ADSs”		American Depositary Shares, each representing two Class A Ordinary Shares
“Articles of Association”		the fifteenth amended and restated articles of association of the Company conditionally adopted by special resolutions of the Shareholders on December 14, 2022, which took effect upon the listing of the Company’s Class A Ordinary Share on the Main Board of The Stock Exchange of Hong Kong Limited
“Board”		the board of Directors of the Company
“Class A Ordinary Share(s)”		class A ordinary shares in the share capital of the Company with a par value of US$0.0001 each, conferring a holder of Class A Ordinary Share one vote per Share on any resolution tabled at the Company’s general meeting
“Class B Ordinary Share(s)”		class B ordinary shares in the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B Ordinary Share is entitled to ten votes per Share on any resolution tabled at the Company’s general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share
“Company”		KANZHUN LIMITED (看準科技有限公司), a company with limited liability incorporated in the Cayman Islands on January 16, 2014
“Director(s)”		the director(s) of the Company
“Grantee(s)”		the employee(s) of the Group who were granted Share Awards in accordance with the Post-IPO Share Scheme on the Date of the Grants
“Group”		the Company, its subsidiaries and its consolidated affiliated entities
“Holding Company”		a company of which the Company is a subsidiary
“HK$”		Hong Kong dollars, the lawful currency of Hong Kong

 

 

“Listing Rules”		the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“Post-IPO Share Scheme”		the  share  incentive  plan  conditionally  approved  and  adopted  on December 14, 2022, which took effect upon the listing of the Company’s Class A Ordinary Share on the Main Board of The Stock Exchange of Hong Kong Limited
“Related Entity”		(i) a Holding Company; (ii) subsidiaries of the Holding Company other than members of the Group; or (iii) any company which is an associate of the Company
“Reserved Matters”		those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being (i) any amendment to the Memorandum or Articles, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company
“RSU(s)”		restricted share units
“Share(s)”		the Class A Ordinary Shares and the Class B Ordinary Shares in the share capital of the Company, as the context so requires
“Shareholder(s)”		the shareholders of the Company
“US$”		U.S. dollars, the lawful currency of the United States of America

 

	By order of the Board
	KANZHUN LIMITED
	Mr. Peng Zhao
	Founder, Chairman and Chief Executive Officer

 

Hong Kong, September 18, 2023

 

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. Charles Zhaoxuan Yang, Mr. Yonggang Sun and Mr. Yusheng Wang as the independent non-executive directors.