Kanzhun Ltd 6-K, filed Jun 27, 2023
Kanzhun Ltd (BZ)
About this 6-K
Kanzhun Ltd filed this 6-K on June 27, 2023.
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 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 99.1 – Press Release—KANZHUN LIMITED Announces the Results of the Annual General Meeting
Exhibit 99.2 – Announcement—Poll Results of the Annual General Meeting Held on June 26, 2023
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 27, 2023
Exhibit 99.1
KANZHUN LIMITED Announces Results of Annual General Meeting
BEIJING, June 26, 2023 — 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 24, 2023 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. Yu Zhang and Mr. Xu Chen is re-elected as an executive director of the Company and Mr. Haiyang Yu is re-elected as a 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 or equivalents and a general unconditional mandate to purchase the Company’s own shares, respectively, on the terms and in the periods as set out in the notice of 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
In China:
PIACENTE FINANCIAL COMMUNICATIONS
Helen Wu
Tel: +86-10-6508-0677
Email: kanzhun@tpg-ir.com
In the United States:
PIACENTE FINANCIAL COMMUNICATIONS
Brandi Piacente
Phone: +1-212-481-2050
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 26, 2023
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 24, 2023. 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 26, 2023, the Notice of which was given to the Shareholders on May 24, 2023, 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, 2022 and the reports of the Directors and independent auditor thereon. | Class A Ordinary Shares | 238,239,722 (99.897054%) | 245,512 (0.102946%) |
238,485,234 | 238,485,234 |
| Class B Ordinary Shares | 1,408,304,010 (100.000000%) | 0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
| TOTAL
NUMBER (CLASS A & CLASS B) |
1,646,543,732 (99.985091%) | 245,512 (0.014909%) |
379,315,635 | 1,646,789,244 | ||
| 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. | ||||||
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. Yu Zhang as an executive Director. | Class A Ordinary Shares |
86,471,838 (37.094774%) |
146,638,730 (62.905226%) |
233,110,568 | 233,110,568 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,494,775,848 (91.066320%) |
146,638,730 (8.933680%) |
373,940,969 | 1,641,414,578 | ||
| 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. Xu Chen as an executive Director. | Class A Ordinary Shares |
127,120,252 (54.532170%) |
105,990,316 (45.467830%) |
233,110,568 | 233,110,568 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,535,424,262 (93.542746%) |
105,990,316 (6.457254%) |
373,940,969 | 1,641,414,578 | ||
| 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 Mr. Haiyang Yu as a non-executive Director. | Class A Ordinary Shares |
97,949,884 (40.802224%) |
142,110,276 (59.197776%) |
240,060,160 | 240,060,160 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,506,253,894 (91.378709%) |
142,110,276 (8.621291%) |
380,890,561 | 1,648,364,170 | ||
| 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 authorize the Board to fix the remuneration of the Directors of the Company. | Class A Ordinary Shares |
239,813,970 (99.998445%) |
3,730 (0.001555%) |
239,817,700 | 239,817,700 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,648,117,980 (99.999774%) |
3,730 (0.000226%) |
380,648,101 | 1,648,121,710 | ||
| 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 | |||||
| 6. | To grant a general mandate to the directors of the Company to issue, allot and deal with additional Class A Ordinary shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution. | Class A Ordinary Shares |
42,269,152 (17.608144%) |
197,785,408 (82.391856%) |
240,054,560 | 240,054,560 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
|
TOTAL NUMBER |
1,450,573,162 (88.001069%) |
197,785,408 (11.998931%) |
380,884,961 | 1,648,358,570 | ||
| 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 grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution. | Class A Ordinary Shares |
239,902,574 (99.936687%) |
151,986 (0.063313%) |
240,054,560 | 240,054,560 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
1,648,206,584 (99.990780%) |
151,986 (0.009220%) |
380,884,961 | 1,648,358,570 | ||
| 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 extend the general mandate granted to the directors of the Company to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares repurchased by the Company. | Class A Ordinary Shares |
48,110,774 (20.041621%) |
191,943,530 (79.958379%) |
240,054,304 | 240,054,304 |
| Class B Ordinary Shares |
1,408,304,010 (100.000000%) |
0 (0.000000%) |
140,830,401 | 1,408,304,010 | ||
|
TOTAL NUMBER |
1,456,414,784 (88.355473%) |
191,943,530 (11.644527%) |
380,884,705 | 1,648,358,314 | ||
| 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 | |||||
| 9. | T o r e - a p p o i n t 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, 2023. | Class A Ordinary Shares |
240,045,508 (99.994003%) |
14,396 (0.005997%) |
240,059,904 | 240,059,904 |
| Class B Ordinary Shares |
140,830,401 (100.000000%) |
0 (0.000000%) |
140,830,401 | 140,830,401 | ||
TOTAL NUMBER |
380,875,909 (99.996220%) |
14,396 (0.003780%) |
380,890,305 | 380,890,305 | ||
| 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. | ||||||
Notes:
| (a) | As of the Share Record Date, the issued and outstanding shares of the Company comprised 728,110,243 Class A Ordinary Shares and 140,830,401 Class B Ordinary Shares (excluding the 21,212,860 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). |
| (b) | Save as disclosed above, there was no Shareholder that was required to abstain from voting in respect of the resolutions at the AGM and none of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed 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. |
| (c) | Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 868,940,644 Shares, comprising 728,110,243 Class A Ordinary Shares and 140,830,401 Class B Ordinary Shares. |
| (d) | 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 8 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 and a non-executive Director, the proposed authority for the Board to fix the remuneration of the Directors of the Company, the proposed Issuance Mandate (including the extended Issuance 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 resolution numbered 9 on the proposed re-appointment of auditor. |
| (e) | The Company’s share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM. |
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| (f) | Mr. Peng Zhao, Mr. Yu Zhang, Mr. Xu Chen, Mr. Tao Zhang and Ms. Xiehua Wang, executive directors, Mr. Haiyang Yu, a non-executive director, and Mr. Charles Zhaoxuan Yang, Mr. Yonggang Sun and Mr. Yusheng Wang, independent non-executive directors, 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 26, 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.
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