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 June 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
|
Exhibit No. |
Description | |
| 99.1 | Press Release—KANZHUN LIMITED Announces Results of Annual General Meeting | |
| 99.2 | Announcement—Poll Results of the Annual General Meeting Held on June 28, 2024 |
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: June 28, 2024
Exhibit 99.1
KANZHUN LIMITED Announces Results of Annual General Meeting
BEIJING, June 28, 2024 — KANZHUN LIMITED (“BOSS Zhipin” or the “Company”) (Nasdaq: BZ; HKEX: 2076), a leading online recruitment platform in China, today announced that each of the proposed resolutions submitted for shareholders’ approval (the “Proposed Resolutions”) as set forth in the notice of annual general meeting dated May 22, 2024 has been adopted at the annual general meeting (the “AGM”) held in Beijing, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) each of Mr. Peng Zhao, Mr. Tao Zhang and Ms. Xiehua Wang is re-elected as an executive director of the Company and each of Mr. Yan Li and Ms. Mengyuan Dong is re-elected as an independent non-executive director of the Company, and (ii) the directors of the Company are granted a general unconditional mandate to allot, issue and deal with additional Class A ordinary shares (including any sale and/or transfer of treasury shares) and a general unconditional mandate to purchase the Company’s own shares and/or ADSs, respectively, on the terms and in the periods as set out in the notice of the AGM.
About KANZHUN LIMITED
KANZHUN LIMITED 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.
For investor and media inquiries, please contact:
KANZHUN LIMITED
Investor Relations
Email: ir@kanzhun.com
PIACENTE FINANCIAL COMMUNICATIONS
Email: kanzhun@tpg-ir.com
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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)
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 28, 2024
Reference is made to the circular (the “Circular”) of KANZHUN LIMITED (the “Company”) incorporating, amongst others, the notice (the “Notice”) of the annual general meeting of the Company (the “AGM”) dated May 22, 2024. Unless the context requires otherwise, the capitalized terms used herein shall have the same meanings as those defined in the Circular.
The board of directors (the “Board”) of the Company is pleased to announce that at the AGM held on June 28, 2024, the Notice of which was given to the Shareholders on May 22, 2024, all the proposed resolutions as set out in the Notice were taken by poll. The poll results in respect of the resolutions proposed at the AGM are as follows:
|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL NUMBER OF VOTES CAST | |||
| FOR | AGAINST | |||||
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the reports of the Directors and independent auditor thereon. | Class A Ordinary Shares |
409,860,292 (99.301316%) |
2,883,776 (0.698684%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,802,026,062 (99.840226%) |
2,883,776 (0.159774%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
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|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL NUMBER OF VOTES CAST | |||
| FOR | AGAINST | |||||
| 2. | To re-elect Mr. Peng Zhao as an executive Director. | Class A Ordinary Shares |
168,655,308 (40.861958%) |
244,088,760 (59.138042%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,560,821,078 (86.476401%) |
244,088,760 (13.523599%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 3. | To re-elect Mr. Tao Zhang as an executive Director. | Class A Ordinary Shares |
293,113,846 (71.015883%) |
119,630,222 (28.984117%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,685,279,616 (93.371956%) |
119,630,222 (6.628044%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 4. | To re-elect Ms. Xiehua Wang as an executive Director. | Class A Ordinary Shares |
299,586,960 (72.584195%) |
113,157,108 (27.415805%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,691,752,730 (93.730595%) |
113,157,108 (6.269405%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 5. | To re-elect Mr. Yan Li as an independent non-executive Director. | Class A Ordinary Shares |
293,609,706 (71.136021%) |
119,134,362 (28.863979%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
139,216,577 (100.000000%) |
0 (0.000000%) |
139,216,577 | 139,216,577 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
432,826,283 (78.416149%) |
119,134,362 (21.583851%) |
551,960,645 | 551,960,645 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
2
|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL NUMBER OF VOTES CAST | |||
| FOR | AGAINST | |||||
| 6. | To re-elect Ms. Mengyuan Dong as an independent non-executive Director. | Class A Ordinary Shares |
406,021,712 (98.371302%) |
6,722,356 (1.628698%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
139,216,577 (100.000000%) |
0 (0.000000%) |
139,216,577 | 139,216,577 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
545,238,289 (98.782095%) |
6,722,356 (1.217905%) |
551,960,645 | 551,960,645 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 7. | To authorize the Board to fix the remuneration of the Directors. | Class A Ordinary Shares |
411,188,776 (99.623182%) |
1,555,292 (0.376818%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,803,354,546 (99.913830%) |
1,555,292 (0.086170%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 8. | To grant a general mandate to the Directors to issue, allot and deal with additional Class A Ordinary Shares (including any sale and/or transfer of Treasury Shares) not exceeding 15% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of this resolution. | Class A Ordinary Shares |
123,001,858 (29.801000%) |
289,742,210 (70.199000%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,515,167,628 (83.946998%) |
289,742,210 (16.053002%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 9. | To grant a general mandate to the Directors to repurchase Shares and/or ADSs not exceeding 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of this resolution. | Class A Ordinary Shares |
412,505,766 (99.942264%) |
238,302 (0.057736%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,804,671,536 (99.986797%) |
238,302 (0.013203%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
3
|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL NUMBER OF VOTES CAST | |||
| FOR | AGAINST | |||||
| 10. | To extend the general mandate granted to the Directors to issue, allot and deal with additional Class A Ordinary Shares (including any sale and/or transfer of Treasury Shares) in the capital of the Company by the aggregate number of the Shares and/or ADSs repurchased by the Company. | Class A Ordinary Shares |
135,036,086 (32.716663%) |
277,707,982 (67.283337%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
1,392,165,770 (100.000000%) |
0 (0.000000%) |
139,216,577 | 1,392,165,770 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,527,201,856 (84.613748%) |
277,707,982 (15.386252%) |
551,960,645 | 1,804,909,838 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
| 11. | To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2024. | Class A Ordinary Shares |
412,715,430 (99.993062%) |
28,638 (0.006938%) |
412,744,068 | 412,744,068 |
| Class B Ordinary Shares |
139,216,577 (100.000000%) |
0 (0.000000%) |
139,216,577 | 139,216,577 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
551,932,007 (99.994812%) |
28,638 (0.005188%) |
551,960,645 | 551,960,645 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | ||||||
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Notes:
| (a) | As a simple majority of the valid votes held by Shareholders (including proxies and authorized representatives) attending the AGM were cast in favour of each of the resolutions numbered 1 to 11 above, such resolutions were duly passed as ordinary resolutions. |
| (b) | As of the Share Record Date, the issued and outstanding shares of the Company comprised 749,249,243 Class A Ordinary Shares and 139,216,577 Class B Ordinary Shares (excluding the 11,687,684 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 as of the Share Record Date that were not eligible for voting). |
| (c) | Futu Trustee Limited, being the trustee holding unvested Shares under the Post-IPO Share Scheme, held 619,898 Class A Ordinary Shares as of the Share Record Date. Except for Futu Trustee Limited which was required under Rule 17.05A of the Listing Rules to abstain from voting on matters that require Shareholders’ approval under the Listing Rules, no other Shareholder is required to abstain from voting in respect of any of the proposed resolutions at the AGM. None of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the proposed resolutions at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the AGM as set out in Rule 13.40 of the Listing Rules. |
| (d) | Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 887,845,922 Shares, comprising 748,629,345 Class A Ordinary Shares and 139,216,577 Class B Ordinary Shares. |
| (e) | According to the Articles of Association, each Class A Ordinary Share shall entitle its holder to one vote and each Class B Ordinary Share shall entitle its holder to ten votes on a poll at the AGM in respect of the resolutions numbered 1 to 4 and 7 to 10 on the proposed receipt and adoption of the audited consolidated financial statements, reports of the Directors and independent auditor, the proposed re-election of executive Directors, the proposed authority for the Board to fix the remuneration of the Directors of the Company, the proposed Issuance and Resale Mandate (including the extended Issuance and Resale Mandate), and the proposed Repurchase Mandate contemplated thereunder. Each Class A Ordinary Share and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM in respect of the resolutions numbered 5, 6 and 11 on the proposed re-election of independent non-executive Directors and the proposed re-appointment of auditor. |
| (f) | The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM. |
| (g) | In accordance with Rule 13.39(5A) of the Listing Rules, the executive Directors, namely Mr. Peng Zhao, Mr. Yu Zhang, Mr. Xu Chen, Mr. Tao Zhang and Ms. Xiehua Wang; the non-executive Director, namely Mr. Haiyang Yu; and the independent non-executive Directors, namely Mr. Yonggang Sun, Mr. Yan Li and Ms. Mengyuan Dong have attended the AGM in person or by electronic means. |
| By order of the Board | |
| KANZHUN LIMITED | |
| Mr. Peng Zhao | |
| Founder, Chairman and Chief Executive Officer | |
Hong Kong, June 28, 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.
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