Kanzhun Ltd 6-K, filed Jul 7, 2025
Kanzhun Ltd (BZ)
About this 6-K
Kanzhun Ltd filed this 6-K on July 7, 2025.
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 July 2025
Commission File Number: 001-40460
KANZHUN LIMITED
21/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 of Allotment Results | |
| 99.2 | Announcement of Issue of Offer Shares Pursuant to the Share Offer | |
| 99.3 | Next Day Disclosure Return, dated July 4, 2025 |
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: July 7, 2025
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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. This announcement does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities of the Company to the public in Hong Kong or any other jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities of the Company, nor is it calculated to invite offers by the public to subscribe for or purchase any securities of the Company. This announcement must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. Neither the Company nor its sales agents nor any of their respective affiliates and advisers is offering, or is soliciting offers to buy, any securities of the Company in Hong Kong or any other jurisdiction through the publication of this announcement.
The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us and that will contain detailed information about us, our management, as well as financial statements. We intend to conduct a public offering of the securities described herein in the United States pursuant to our prospectus supplement and the accompanying prospectus contained in the registration statement on Form F-3 filed with the U.S Securities and Exchange Commission on December 16, 2022.
This announcement may contain ‘forward-looking statements’ with respect to certain of the Company’s plans and its goals and expectations relating to its future financial condition, performance, results, strategy and objectives. Statements that are not historical facts, including statements about the Company’s beliefs and expectations and including, without limitation, statements containing the words ‘may’, ‘will’, ‘should’, ‘continue’, ‘aims’, ‘estimates’, ‘projects’, ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’, and words of similar meaning, are forward-looking statements. These statements are based on plans, estimates and projections as at the time they are made and speak only as of the date on which they are made, and therefore undue reliance should not be placed on them. By their nature, all forward-looking statements involve risk and uncertainty. The Company expressly disclaims any obligation to update any of the forward-looking statements contained in this announcement or any other forward-looking statements it may make, whether as a result of future events, new information or otherwise except as required pursuant to applicable rules of the U.S. Securities and Exchange Commission, the Hong Kong Stock Exchange or other applicable laws and regulations.
1
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)
Share Offer
| Number of Offer Shares under the Share Offer | : | 34,500,000 Class A Ordinary Shares |
| (taking into account the full exercise of the Offer Size Adjustment Option) | ||
| Number of Hong Kong Offer Shares | : | 10,350,000 Class A Ordinary Shares |
| (as adjusted after Reallocation and taking into account the full exercise of the Offer Size Adjustment Option) | ||
| Number of International Offer Shares | : | 24,150,000 Class A Ordinary Shares |
| (as adjusted after Reallocation and taking into account the full exercise of the Offer Size Adjustment Option) | ||
| Offer Price | : | HK$66.00 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015% |
| Nominal value | : | US$0.0001 per Share |
| Stock code | : | HKSE: 2076 |
| Nasdaq: BZ |
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and
Joint Lead Managers
(in alphabetical order)
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
2
KANZHUN LIMITED/看準科技有限公司
ANNOUNCEMENT OF ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 25, 2025 (the “Prospectus”) issued by Kanzhun Limited (the “Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders, Shareholders and prospective investors should be aware that the price of the Class A Ordinary Shares could move substantially even with a small number of Class A Ordinary Shares traded, and should exercise extreme caution when dealing in the Class A Ordinary Shares.
| SUMMARY |
| Company information | |
| Stock code | 2076 |
| Stock short name | BOSS ZHIPIN-W |
| Dealings commencement date | July 4, 2025* |
* see note at the end of the announcement
| Price Information | |
| Final Offer Price | HK$66.00 |
| Offer Price Range | N/A |
| Offer Price Adjustment exercised | N/A |
| Offer Shares(Note 1) and Share Capital | |
| Number of Offer Shares | 34,500,000 |
| Number of Offer Shares in Hong Kong Public Offering (after Reallocation and full exercise of Offer Size Adjustment Option) | 10,350,000 |
| Number of Offer Shares in International Offering (after Reallocation and full exercise of Offer Size Adjustment Option) | 24,150,000 |
| Number of issued and outstanding shares upon Listing (Note 2) | 950,952,536 |
Notes:
| (1) | The number of Offer Shares above is determined after taking into account the additional Shares issued under the Offer Size Adjustment Option. |
| (2) | Total number of issued and outstanding shares includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Company, please refer to the section headed “Appendix IIIA (General Information) – 2. Share Capital” of the Prospectus. The total issued and outstanding shares upon Listing comprises 820,334,135 Class A Ordinary Shares (as enlarged by the Share Offer and after full exercise of Offer Size Adjustment Option) and 130,618,401 Class B Ordinary Shares. |
3
| Offer Size Adjustment Option | |
| No. of additional Offer Shares issued under the Offer Size Adjustment Option | 4,500,000 |
| – Hong Kong Public Offering | 1,350,000 |
| – International Offering | 3,150,000 |
| The Offer Size Adjustment Option was fully exercised, pursuant to which the Company is issuing and allotting 4,500,000 additional Offer Shares, representing 15% of the total number of Offer Shares initially available under the Share Offer, at the Offer Price. | |
| Over-allocation | |
| No. of Offer Shares over-allocated | N/A |
| Proceeds | |
| Gross proceeds | HK$2,277.0 million |
| Less: Estimated listing expenses payable based on the Offer Price | HK$(77.1) million |
| Net proceeds | HK$2,199.9 million |
| Note: | Gross proceeds refer to the amount to which the Company is entitled to receive. Net proceeds represent the estimated net proceeds calculated by the gross proceeds deducted by the estimated listing expenses payable based on the Offer Price. For details of the use of proceeds, please refer to the section headed “Business, Reasons for the Share Offer and Use of Proceeds – Reasons for the Share Offer and Use of Proceeds” of the Prospectus. |
4
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
| No. of valid applications | 11,167 |
| No. of successful applications | 11,167 |
| Subscription level | 12.04 times |
| Claw-back triggered | Yes |
| No. of Offer Shares initially available under the Hong Kong Public Offering | 3,000,000 |
| No. of Offer Shares reallocated from the International Offering (claw-back) | 6,000,000 |
| Final no. of Offer Shares under the Hong Kong Public Offering (after Reallocation and full exercise of Offer Size Adjustment Option) | 10,350,000 |
| % of Offer Shares under the Hong Kong Public Offering to the Share Offer (after Reallocation and full exercise of Offer Size Adjustment Option) | 30% |
| Note: | For details of the final allocation of Offer Share to the Hong Kong Public Offering, investors can refer to www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees. |
INTERNATIONAL OFFERING
| No. of placees | 94 |
| Subscription Level | 12.46 times |
| No. of Offer Shares initially available under the International Offering | 27,000,000 |
| No. of Offer Shares reallocated to the Hong Kong Public Offering (claw-back) | 6,000,000 |
| Final no. of Offer Shares under the International Offering (after Reallocation and full exercise of Offer Size Adjustment Option) | 24,150,000 |
| % of Offer Shares under the International Offering to the Share Offer (after Reallocation and full exercise of Offer Size Adjustment Option) | 70% |
The Company confirms that: (a) none of the Directors had subscribed for the Offer Shares (including the Hong Kong Offer Shares) under the Share Offer; (b) there are no other connected persons of the Company involved in the preparation of the Share Offer; and (c) no connected persons of the Company had participated in any decision to approve their own subscriptions in the Hong Kong Public Offering or determine or influence the Public Offer Price or the allocation basis of the Hong Kong Public Offering.
5
CONCENTRATION ANALYSIS – PLACEES
| Placees | Number of Class A Ordinary Shares allotted | Allotment as % of International Offering | Allotment as % of total Offer Shares | Number of Class A Ordinary Shares held upon Listing | % of total issued and outstanding shares upon Listing | |||||||||||||||
| Top 1 | 7,257,500 | 30.1 | % | 21.0 | % | 7,257,500 | 0.8 | % | ||||||||||||
| Top 5 | 14,530,700 | 60.2 | % | 42.1 | % | 45,456,883 | 4.8 | % | ||||||||||||
| Top 10 | 17,622,700 | 73.0 | % | 51.1 | % | 49,022,054 | 5.2 | % | ||||||||||||
| Top 25 | 20,784,100 | 86.1 | % | 60.2 | % | 59,363,634 | 6.2 | % | ||||||||||||
Notes:
| (1) | Ranking of placees is based on the number of Class A Ordinary Shares allotted to the placees. |
| (2) | Total issued share capital includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Company, please refer to the section headed “Appendix IIIA (General Information) – 2. Share Capital” of the Prospectus. The total issued and outstanding shares upon Listing comprises 820,334,135 Class A Ordinary Shares (as enlarged by the Share Offer and after full exercise of Offer Size Adjustment Option) and 130,618,401 Class B Ordinary Shares. |
CONCENTRATION ANALYSIS – HOLDERS OF CLASS A ORDINARY SHARES
| Holders of Class A Ordinary Shares | Number of Class A Ordinary Shares allotted | Allotment as % of International Offering | Allotment as % of total Offer Shares | Number of Class A Ordinary Shares held upon Listing | % of total issued Class A Ordinary Shares upon Listing | Number of Shares held upon Listing | % of total issued and outstanding shares upon Listing | |||||||||||||||||||||
| Top 1 | – | 0.0 | % | 0.0 | % | 94,065,248 | 11.5 | % | 94,065,248 | 9.9 | % | |||||||||||||||||
| Top 5 | 4,483,600 | 18.6 | % | 13.0 | % | 230,466,480 | 28.1 | % | 230,466,480 | 24.2 | % | |||||||||||||||||
| Top 10 | 4,483,600 | 18.6 | % | 13.0 | % | 276,486,120 | 33.7 | % | 276,486,120 | 29.1 | % | |||||||||||||||||
| Top 25 | 13,935,700 | 57.7 | % | 40.4 | % | 355,653,815 | 43.4 | % | 486,272,216 | 51.1 | % | |||||||||||||||||
Notes:
| (1) | Ranking of holders of Class A Ordinary Shares is based on the number of Class A Ordinary Shares held by them upon Listing. |
| (2) | Total issued share capital includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Company, please refer to the section headed “Appendix IIIA (General Information) – 2. Share Capital” of the Prospectus. The total issued and outstanding shares upon Listing comprises 820,334,135 Class A Ordinary Shares (as enlarged by the Share Offer and after full exercise of Offer Size Adjustment Option) and 130,618,401 Class B Ordinary Shares. |
| (3) | Information on top 25 existing holders of Class A Ordinary Shares based on the latest data sources available to the Company is used for the purpose of the above concentration analysis. |
6
CONCENTRATION ANALYSIS – SHAREHOLDERS
| Shareholders | Number of Class A Ordinary Shares allotted | Allotment as % of International Offering | Allotment as % of total Offer Shares | Number of Class A Ordinary Shares held upon Listing | Number of Class B Ordinary Shares held upon Listing | Number of Shares held upon Listing | % of total issued and outstanding shares upon Listing | |||||||||||||||||||||
| Top 1 | – | 0.0 | % | 0.0 | % | 3,969,000 | 130,618,401 | 134,587,401 | 14.2 | % | ||||||||||||||||||
| Top 5 | 4,483,600 | 18.6 | % | 13.0 | % | 219,676,478 | 130,618,401 | 350,294,879 | 36.8 | % | ||||||||||||||||||
| Top 10 | 4,483,600 | 18.6 | % | 13.0 | % | 271,871,723 | 130,618,401 | 402,490,124 | 42.3 | % | ||||||||||||||||||
| Top 25 | 13,935,700 | 57.7 | % | 40.4 | % | 355,653,815 | 130,618,401 | 486,272,216 | 51.1 | % | ||||||||||||||||||
Notes:
| (1) | Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing. |
| (2) | Total issued share capital includes share class(es) with weighted voting rights. For details on the weighted voting rights structure of the Company, please refer to the section headed “Appendix IIIA (General Information) – 2. Share Capital” of the Prospectus. The total issued and outstanding shares upon Listing comprises 820,334,135 Class A Ordinary Shares (as enlarged by the Share Offer and after full exercise of Offer Size Adjustment Option) and 130,618,401 Class B Ordinary Shares. |
| (3) | Information on top 25 existing holders of Shares (of all classes) based on the latest data sources available to the Company is used for the purpose of the above concentration analysis. |
7
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the public will be conditionally allocated on the basis set out below:
| Number of Offer Shares applied for | Number of valid applications | Basis of allocation/ballot | Approximate percentage allotted of the total number of Offer Shares applied for | |||||||||
| Pool A | ||||||||||||
| 100 | 5,458 | 100 Shares | 100.00 | % | ||||||||
| 200 | 1,038 | 100 Shares plus 934 out of 1,038 to receive additional 100 Shares | 94.99 | % | ||||||||
| 300 | 561 | 100 Shares plus 549 out of 561 to receive additional 100 Shares | 65.95 | % | ||||||||
| 400 | 282 | 200 Shares | 50.00 | % | ||||||||
| 500 | 492 | 200 Shares plus 160 out of 492 to receive additional 100 Shares | 46.50 | % | ||||||||
| 600 | 229 | 200 Shares plus 160 out of 229 to receive additional 100 Shares | 44.98 | % | ||||||||
| 700 | 138 | 300 Shares | 42.86 | % | ||||||||
| 800 | 105 | 300 Shares plus 41 out of 105 to receive additional 100 Shares | 42.38 | % | ||||||||
| 900 | 70 | 300 Shares plus 50 out of 70 to receive additional 100 Shares | 41.27 | % | ||||||||
| 1,000 | 738 | 400 Shares | 40.00 | % | ||||||||
| 1,500 | 281 | 500 Shares | 33.33 | % | ||||||||
| 2,000 | 276 | 600 Shares | 30.00 | % | ||||||||
| 2,500 | 164 | 700 Shares | 28.00 | % | ||||||||
| 3,000 | 149 | 800 Shares | 26.67 | % | ||||||||
| 3,500 | 60 | 900 Shares | 25.71 | % | ||||||||
| 4,000 | 97 | 1,000 Shares | 25.00 | % | ||||||||
| 4,500 | 40 | 1,100 Shares | 24.44 | % | ||||||||
| 5,000 | 154 | 1,200 Shares | 24.00 | % | ||||||||
| 6,000 | 77 | 1,400 Shares | 23.33 | % | ||||||||
| 7,000 | 72 | 1,600 Shares | 22.86 | % | ||||||||
| 8,000 | 59 | 1,800 Shares | 22.50 | % | ||||||||
| 9,000 | 32 | 2,000 Shares | 22.22 | % | ||||||||
| 10,000 | 224 | 2,200 Shares | 22.00 | % | ||||||||
| 20,000 | 96 | 4,300 Shares | 21.50 | % | ||||||||
| 30,000 | 64 | 6,400 Shares | 21.33 | % | ||||||||
| 40,000 | 33 | 8,500 Shares | 21.25 | % | ||||||||
| 50,000 | 21 | 10,600 Shares | 21.20 | % | ||||||||
| 60,000 | 44 | 12,700 Shares | 21.17 | % | ||||||||
| Total | 11,054 | Total number of Pool A successful applicants: 11,054 | ||||||||||
8
| Number of Offer Shares applied for | Number of valid applications | Basis of allocation/ballot | Approximate percentage allotted of the total number of Offer Shares applied for | |||||||||
| Pool B | ||||||||||||
| 70,000 | 43 | 21,000 Shares | 30.00 | % | ||||||||
| 80,000 | 7 | 23,900 Shares | 29.88 | % | ||||||||
| 90,000 | 5 | 26,800 Shares | 29.78 | % | ||||||||
| 100,000 | 45 | 29,600 Shares | 29.60 | % | ||||||||
| 200,000 | 4 | 58,900 Shares | 29.45 | % | ||||||||
| 300,000 | 4 | 88,100 Shares | 29.37 | % | ||||||||
| 1,000,000 | 1 | 293,100 Shares | 29.31 | % | ||||||||
| 1,500,000 | 4 | 439,400 Shares | 29.29 | % | ||||||||
| Total | 113 | Total number of Pool B successful applicants: 113 | ||||||||||
As of the date of this announcement, the relevant subscription monies previously deposited in the designated nominee accounts have been remitted back to the accounts of all HKSCC participants. Investors should contact their relevant brokers for any inquiries.
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived, the Company has complied with the Listing Rules and guidance materials in relation to the placing, allotment and listing of the Company’s Offer Shares.
The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly, provided by the Company, Directors or syndicate members to any placees or the public (as the case may be) and the consideration paid by them for each Offer Share subscribed for or purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee payable.
OTHERS/ADDITIONAL INFORMATION
Reallocation
As the Hong Kong Public Offering has been oversubscribed by more than 10 times of the number of Offer Shares initially available under the Hong Kong Public Offering, the Reallocation procedure as disclosed in the section headed “Structure of the Share Offer – 5. Reallocation and Clawback” of the Prospectus has been applied.
As a result of such Reallocation, the final number of Offer Shares under the Hong Kong Public Offering is adjusted to 10,350,000 Shares, representing 30% of the number of Offer Shares available under the Share Offer (after full exercise of the Offer Size Adjustment Option), and the final number of Offer Shares under the International Offering is adjusted to 24,150,000 Shares, representing 70% of the total number of Offer Shares available under the Share Offer (after full exercise of the Offer Size Adjustment Option).
9
DISCLAIMERS
| Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) 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. |
| The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us and that will contain detailed information about us, our management, as well as financial statements. We intend to conduct a public offering of the securities described herein in the United States pursuant to our prospectus supplement and the accompanying prospectus contained in the registration statement on Form F-3 filed with the U.S Securities and Exchange Commission on December 16, 2022. |
| This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus dated June 25, 2025 issued by Kanzhun Limited for detailed information about the Share Offer described below before deciding whether or not to invest in the Offer Shares thereby being offered. |
| Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of the events set out in and in accordance with the paragraph headed “Underwriting – 2. Underwriting Arrangements and Expenses – 2.1 Public Offer – Hong Kong Underwriting Agreement” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the closing date (which is currently expected to be on July 4, 2025). |
PUBLIC FLOAT
Based on information that is publicly available to the Company and within the knowledge of the Directors as of the date of this announcement, the Company will continue to maintain the prescribed percentage of public float under the Hong Kong Listing Rules upon listing of the Offer Shares.
10
ADMISSION AND COMMENCEMENT OF DEALINGS
Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. (Hong Kong time) on July 4, 2025, provided that the Share Offer has become unconditional and the right of termination described in the section headed “Underwriting – 2. Underwriting Arrangements and Expenses – 2.1 Public Offer – Hong Kong Underwriting Agreement” in the Prospectus has not been exercised. Investors who trade the Offer Shares on the basis of publicly available allocation details prior to the receipt of share certificates or prior to the share certificates becoming valid evidence of title do so entirely at their own risk.
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time) in Hong Kong on July 4, 2025, it is expected that dealings in the Offer Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. (Hong Kong time) on July 4, 2025. The Offer Shares will be traded in board lots of 100 Shares each. The stock code of the Company is 2076.
| By
order of the Board KANZHUN LIMITED Mr. Peng Zhao Founder, Chairman and Chief Executive Officer |
Hong Kong, July 3, 2025
As at the date of this announcement, the Board 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, Ms. Mengyuan Dong and Ms. Hongyu Liu as the independent non-executive Directors.
11
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)
ISSUE OF OFFER SHARES PURSUANT TO THE SHARE OFFER
Reference is made to the announcements of KANZHUN LIMITED (the “Company”) dated June 24, 2025, June 25, 2025, June 30, 2025 and July 3, 2025 and the prospectus issued by the Company dated June 25, 2025 (the “Prospectus”) in connection with the Share Offer. Unless otherwise defined in this announcement, the capitalized terms used herein shall have the same meanings as those defined in the Prospectus.
The Company is pleased to announce that the Share Offer has become unconditional and dealing in the Offer Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. on July 4, 2025.
| By
order of the Board KANZHUN LIMITED Mr. Peng Zhao Founder, Chairman and Chief Executive Officer |
Hong Kong, July 4, 2025
As at the date of this announcement, the Board 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, Ms. Mengyuan Dong and Ms. Hongyu Liu as the independent non-executive Directors.
| FF305 Page 1 of 6 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: KANZHUN LIMITED (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Date Submitted: 04 July 2025 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02076 Description Class A Ordinary Shares A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 02 July 2025 785,834,135 0 785,834,135 1). Other (please specify) Allotment and issue of Offer Shares pursuant to the Share Offer (as defined in the prospectus dated 25 June 2025 issued by the Company) Date of changes 04 July 2025 34,500,000 3.76 % HKD 66 Closing balance as at (Notes 5 and 6) 04 July 2025 820,334,135 0 820,334,135 |
| FF305 Page 2 of 6 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable Remarks: As of July 4, 2025 (i.e. after the issue of shares on July 4, 2025), the number of 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 is 4,700,968. For further information on the allotment and issue of Offer Shares, please see the announcement of the Company dated July 3, 2025. |
| FF305 Page 3 of 6 v 1.3.0 Confirmation 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 issue of shares or sale or transfer of treasury shares as set out in Section I, 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 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules 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 8); (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. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 6 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. 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. 8. “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. |
| FF305 Page 5 of 6 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Not applicable |
| FF305 Page 6 of 6 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Liang Huaiyuan (Name) Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) |
