BZ 6-K
Kanzhun Ltd (BZ)
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 August 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.
| KANZHUN LIMITED | ||
|---|---|---|
| By | : | /s/ Yu Zhang |
| Name | : | Yu Zhang |
| Title | : | Director and Chief Financial Officer |
Date: August 28, 2024
Exhibit 99.1
KANZHUN LIMITED Announces Second Quarter 2024Financial Results
BEIJING, August 28, 2024 – KANZHUN LIMITED (“BOSS Zhipin” or the “Company”) (Nasdaq: BZ; HKEX: 2076), a leading online recruitment platform in China, today announced its unaudited financial results for the quarter ended June 30, 2024.
Second Quarter 2024 Highlights
| · | Revenues for the second quarter of 2024 were RMB1,916.7 million (US$263.8 million), an increase<br>of 28.8% from RMB1,487.6 million for the same quarter of 2023. |
|---|---|
| · | Calculated cash billings^1^<br>for the second quarter of 2024 were RMB1,950.7 million (US$268.4 million), an increase of 20.5% from RMB1,619.5 million for the same quarter<br>of 2023. |
| --- | --- |
| · | Average monthly active users^2^<br>for the second quarter of 2024 were 54.6 million, an increase of 25.2% from 43.6 million for the same quarter of 2023. |
| --- | --- |
| · | Total paid enterprise customers^3^<br>in the twelve months ended June 30, 2024 were 5.9 million, an increase of 31.1% from 4.5 million in the twelve months ended June 30,<br>2023. |
| --- | --- |
| · | Net income for the second quarter of 2024 was RMB417.3 million (US$57.4 million), an increase of<br>34.8% from RMB309.6 million for the same quarter of 2023. Adjusted net income^4^<br>for the second quarter of 2024 was RMB718.7 million (US$98.9 million), an increase of 26.4% from RMB568.5 million for the same quarter<br>of 2023. |
| --- | --- |
Mr. Jonathan Peng Zhao, Founder, Chairman, and Chief Executive Officer of the Company, remarked, “In the second quarter, the Company’s average monthly active users grew by 25.2% year over year to 54.6 million, further solidifying our leading position as the largest online recruitment platform in China. Despite the macro headwinds, the enterprise user growth brought by continued user penetration has been the core driving force for us to achieve steady revenue and profit growth in the second quarter. Meanwhile, we attach great importance to shareholder returns and have begun and will continue to increase share repurchase effort, which also demonstrates our confidence in the Company’s long-term development in the current environment.”
Mr. Phil Yu Zhang, Chief Financial Officer, elaborated, “In this quarter, we delivered healthy and sustainable top-line and bottom-line growth. The Company’s adjusted income from operation increased by 52.1% year over year. The adjusted operating margin achieved historical high in this quarter, up 5 percentage points compared with the same period last year, thanks to the Company’s superior business model and effective cost control. At the same time, we continued to invest in technology research and development. This quarter, research and development expenses accounted for 23.2% of revenues, continuing to maintain an industry-leading level.”
| 1 | Calculated cash billings is a non-GAAP financial measure, derived<br>by adding the change in deferred revenue to revenues. For more information about the non-GAAP financial measures, please see the section<br>of “Non-GAAP Financial Measures.” |
|---|---|
| 2 | Monthly active users refer to the number of verified user accounts,<br>including both job seekers and enterprise users, that logged on to our mobile application in a given month at least once. |
| 3 | Paid enterprise customers are defined as enterprise users and<br>company accounts from which we recognize revenues for our online recruitment services. |
| 4 | Adjusted net income and adjusted basic and diluted net income<br>per ADS attributable to ordinary shareholders are non-GAAP financial measures, excluding the impact of share-based compensation expenses.<br>For more information about the non-GAAP financial measures, please see the section of “Non-GAAP Financial Measures.” |
1
Second Quarter 2024 Financial Results
Revenues
Revenues were RMB1,916.7 million (US$263.8 million) for the second quarter of 2024, representing an increase of 28.8% from RMB1,487.6 million for the same quarter of 2023.
| · | Revenues from online recruitment services to enterprise customers were RMB1,892.7 million (US$260.4 million)<br>for the second quarter of 2024, representing an increase of 28.7% from RMB1,470.8 million for the same quarter of 2023. This increase<br>was mainly driven by the enterprise user growth. |
|---|---|
| · | Revenues from other services, which mainly comprise paid value-added services offered to job seekers,<br>were RMB24.0 million (US$3.3 million) for the second quarter of 2024, representing an increase of 42.9% from RMB16.8 million for the same<br>quarter of 2023, mainly benefiting from expanded user base. |
| --- | --- |
Operating cost and expenses
Total operating cost and expenses were RMB1,566.6 million (US$215.6 million) for the second quarter of 2024, representing an increase of 19.5% from RMB1,310.8 million for the same quarter of 2023. Total share-based compensation expenses were RMB301.4 million (US$41.5 million) for the second quarter of 2024, representing an increase of 16.4% from RMB258.9 million for the same quarter of 2023.
| · | Cost of revenues was RMB316.5 million (US$43.6 million) for the second quarter of 2024,<br>representing an increase of 17.1% from RMB270.3 million for the same quarter of 2023, primarily due to increases in server and bandwidth<br>cost, payment processing cost and employee-related expenses. |
|---|---|
| · | Sales and marketing expenses were RMB545.2 million (US$75.0 million) for the second quarter<br>of 2024, representing an increase of 15.6% from RMB471.6 million for the same quarter of 2023, primarily due to increases in customer<br>acquisition cost and sales employee-related expenses. |
| --- | --- |
| · | Research and development expenses were RMB443.7 million (US$61.1 million) for the second<br>quarter of 2024, representing an increase of 21.3% from RMB365.9 million for the same quarter of 2023, primarily due to increased investments<br>in technology. |
| --- | --- |
| · | General and administrative expenses were RMB261.2 million (US$35.9 million) for the second<br>quarter of 2024, representing an increase of 28.7% from RMB203.0 million for the same quarter of 2023, primarily due to increased employee-related<br>expenses. |
| --- | --- |
Income from operations
Income from operations was RMB358.6 million (US$49.3 million) for the second quarter of 2024, representing an increase of 104.9% from RMB175.0 million for the same quarter of 2023.
Net income and adjusted net income
Net income was RMB417.3 million (US$57.4 million) for the second quarter of 2024, representing an increase of 34.8% from RMB309.6 million for the same quarter of 2023.
Adjusted net income was RMB718.7 million (US$98.9 million) for the second quarter of 2024, representing an increase of 26.4% from RMB568.5 million for the same quarter of 2023.
2
Net income per ADS and adjusted net incomeper ADS
Basic and diluted net income per ADS attributable to ordinary shareholders for the second quarter of 2024 were RMB0.95 (US$0.13) and RMB0.91 (US$0.13), respectively, compared to basic and diluted net income per ADS of RMB0.71 and RMB0.69 for the same quarter of 2023.
Adjusted basic and diluted net income per ADS attributable to ordinary shareholders^4^ for the second quarter of 2024 were RMB1.63 (US$0.22) and RMB1.57 (US$0.22), respectively, compared to adjusted basic and diluted net income per ADS of RMB1.31 and RMB1.26 for the same quarter of 2023.
Net cash provided by operating activities
Net cash provided by operating activities was RMB868.6 million (US$119.5 million) for the second quarter of 2024, representing an increase of 13.7% from RMB763.7 million for the same quarter of 2023.
Cash position
Balance of cash and cash equivalents, short-term time deposits and short-term investments was RMB14,281.9 million (US$1,965.3 million) as of June 30, 2024.
Share Repurchase Program
In March 2024, the Company’s board of directors authorized a new share repurchase program effective from March 20, 2024 for a 12-month period, under which the Company may repurchase up to US$200 million of its shares (including in the form of ADSs).
Outlook
For the third quarter of 2024, the Company currently expects its total revenues to be between RMB1.90 billion and RMB1.92 billion, representing a year-on-year increase of 18.2% to 19.5%. This forecast reflects the Company’s current views on the market and operational conditions in China, which are subject to change and cannot be predicted with reasonable accuracy as of the date hereof.
Conference Call Information
The Company will host a conference call at 8:00AM U.S. Eastern Time on Wednesday, August 28, 2024 (8:00PM Beijing Time on Wednesday, August 28, 2024) to discuss the financial results.
Participants are required to pre-register for the conference call at:
https://register.vevent.com/register/BIf5b5864661284aca82692d09288ae4fb
Upon registration, participants will receive an email containing participant dial-in numbers and unique personal PIN. This information will allow you to gain immediate access to the call. Participants may pre-register at any time, including up to and after the call start time.
Additionally, a live and archived webcast of the conference call will be available on the Company's investor relations website at https://ir.zhipin.com.
3
Exchange Rate
This announcement contains translations of certain RMB amounts into U.S. dollar (“US$”) amounts at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to US$ were made at the exchange rate of RMB7.2672 to US$1.00 on June 28, 2024 as set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB, as the case may be, at any particular rate or at all.
Non-GAAP Financial Measures
In evaluating the business, the Company considers and uses non-GAAP financial measures, such as calculated cash billings, adjusted net income, adjusted net income attributable to ordinary shareholders, adjusted basic and diluted net income per ordinary share attributable to ordinary shareholders and adjusted basic and diluted net income per ADS attributable to ordinary shareholders as supplemental measures to review and assess operating performance. The Company derives calculated cash billings by adding the change in deferred revenue to revenues. The Company uses calculated cash billings to measure and monitor sales growth because the Company generally bills its paid enterprise customers at the time of sales, but may recognize a portion of the related revenue ratably over time. The Company believes calculated cash billings provides valuable insights into the cash generated from sales and is a valuable measure for monitoring service demand and financial performance. The Company defines adjusted net income and adjusted net income attributable to ordinary shareholders by excluding the impact of share-based compensation expenses, which are non-cash expenses, from the related GAAP financial measures. The Company believes that these non-GAAP financial measures help identify underlying trends in the business that could otherwise be distorted by the effect of certain expenses and facilitate investors’ assessment of the Company’s operating performance.
The non-GAAP financial measures are not defined under U.S. GAAP, and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for most directly comparable GAAP financial measures. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.
A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures has been provided in the table captioned “Unaudited Reconciliation of GAAP and Non-GAAP Results” at the end of this press release.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements which are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in announcements made on the website of The Stock Exchange of Hong Kong Limited, in its interim and annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
4
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: [email protected]
PIACENTE FINANCIAL COMMUNICATIONS
Email: [email protected]
5
KANZHUN LIMITED
Unaudited Condensed Consolidated Statementsof Operations
(All amounts in thousands, except for share and per share data)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |||||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Revenues | ||||||||||||||||
| Online recruitment services to enterprise customers | 1,470,822 | 1,892,723 | 2,730,879 | 3,576,810 | ||||||||||||
| Others | 16,793 | 24,020 | 34,282 | 43,686 | ||||||||||||
| Total revenues | 1,487,615 | 1,916,743 | 2,765,161 | 3,620,496 | ||||||||||||
| Operating cost and expenses | ||||||||||||||||
| Cost of revenues^(1)^ | (270,322 | ) | (316,532 | ) | ) | (517,486 | ) | (611,971 | ) | ) | ||||||
| Sales and marketing expenses^(1)^ | (471,593 | ) | (545,169 | ) | ) | (1,100,431 | ) | (1,124,439 | ) | ) | ||||||
| Research and development expenses^(1)^ | (365,907 | ) | (443,729 | ) | ) | (698,975 | ) | (911,298 | ) | ) | ||||||
| General and administrative expenses^(1)^ | (202,986 | ) | (261,210 | ) | ) | (367,572 | ) | (531,682 | ) | ) | ||||||
| Total operating cost and expenses | (1,310,808 | ) | (1,566,640 | ) | ) | (2,684,464 | ) | (3,179,390 | ) | ) | ||||||
| Other operating (expenses)/income, net | (1,776 | ) | 8,506 | 17,035 | 21,096 | |||||||||||
| Income from operations | 175,031 | 358,609 | 97,732 | 462,202 | ||||||||||||
| Interest and investment income, net | 151,278 | 153,814 | 278,671 | 309,870 | ||||||||||||
| Foreign exchange gain | 3,907 | 63 | 2,808 | 93 | ||||||||||||
| Other (expenses)/income, net | (1,113 | ) | (264 | ) | ) | 4,529 | (523 | ) | ) | |||||||
| Income before income tax expenses | 329,103 | 512,222 | 383,740 | 771,642 | ||||||||||||
| Income tax expenses | (19,506 | ) | (94,972 | ) | ) | (41,480 | ) | (112,668 | ) | ) | ||||||
| Net income | 309,597 | 417,250 | 342,260 | 658,974 | ||||||||||||
| Net loss attributable to non-controlling interests | - | 4,483 | - | 7,710 | ||||||||||||
| Net income attributable to ordinary shareholders of KANZHUN LIMITED | 309,597 | 421,733 | 342,260 | 666,684 | ||||||||||||
| Weighted average number of ordinary shares used in computing net income per share | ||||||||||||||||
| — Basic | 868,643,514 | 888,934,440 | 867,314,841 | 884,833,645 | ||||||||||||
| — Diluted | 900,111,944 | 924,052,158 | 903,757,988 | 915,678,778 | ||||||||||||
| Net income per ordinary share attributable to ordinary shareholders | ||||||||||||||||
| — Basic | 0.36 | 0.47 | 0.39 | 0.75 | ||||||||||||
| — Diluted | 0.34 | 0.46 | 0.38 | 0.73 | ||||||||||||
| Net income per ADS^(2)^ attributable to ordinary shareholders | ||||||||||||||||
| — Basic | 0.71 | 0.95 | 0.79 | 1.51 | ||||||||||||
| — Diluted | 0.69 | 0.91 | 0.76 | 1.46 |
All values are in US Dollars.
(1) Include share-based compensation expenses as follows:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |||||||
| RMB | RMB | US | RMB | RMB | US | |||||
| Cost of revenues | 12,352 | 11,499 | 22,962 | 22,416 | ||||||
| Sales and marketing expenses | 64,067 | 71,482 | 124,530 | 141,954 | ||||||
| Research and development expenses | 105,756 | 109,980 | 196,430 | 212,673 | ||||||
| General and administrative expenses | 76,727 | 108,482 | 127,271 | 213,377 | ||||||
| 258,902 | 301,443 | 471,193 | 590,420 |
All values are in US Dollars.
(2) Each ADS represents two Class A ordinary shares.
6
KANZHUN LIMITED
Unaudited Condensed Consolidated Balance Sheets
(All amounts in thousands)
| As of | |||||
|---|---|---|---|---|---|
| December 31,<br> 2023 | June 30, 2024 | ||||
| RMB | RMB | US | |||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 2,472,959 | 3,472,390 | |||
| Short-term time deposits | 6,922,803 | 5,267,014 | |||
| Short-term investments | 3,513,885 | 5,542,508 | |||
| Accounts receivable, net | 16,727 | 29,856 | |||
| Inventories | - | 2,787 | |||
| Amounts due from related parties | 3,966 | 5,625 | |||
| Prepayments and other current assets | 442,697 | 535,488 | |||
| Total current assets | 13,373,037 | 14,855,668 | |||
| Non-current assets | |||||
| Property, equipment and software, net | 1,793,488 | 1,909,180 | |||
| Intangible assets, net | 8,093 | 270,766 | |||
| Goodwill | 5,690 | 6,528 | |||
| Right-of-use assets, net | 282,612 | 409,314 | |||
| Long-term time deposits | - | 726,476 | |||
| Long-term investments | 2,473,128 | 986,917 | |||
| Other non-current assets | 4,000 | - | |||
| Total non-current assets | 4,567,011 | 4,309,181 | |||
| Total assets | 17,940,048 | 19,164,849 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 629,216 | 170,700 | |||
| Deferred revenue | 2,794,075 | 3,175,000 | |||
| Other payables and accrued liabilities | 779,046 | 614,515 | |||
| Operating lease liabilities, current | 155,014 | 185,661 | |||
| Total current liabilities | 4,357,351 | 4,145,876 | |||
| Non-current liabilities | |||||
| Operating lease liabilities, non-current | 125,079 | 211,219 | |||
| Deferred tax liabilities | 28,425 | 26,403 | |||
| Total non-current liabilities | 153,504 | 237,622 | |||
| Total liabilities | 4,510,855 | 4,383,498 | |||
| Total shareholders’ equity | 13,429,193 | 14,781,351 | |||
| Total liabilities and shareholders’ equity | 17,940,048 | 19,164,849 |
All values are in US Dollars.
7
KANZHUN LIMITED
Unaudited Condensed Consolidated Statementsof Cash Flows
(All amounts in thousands)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |||||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Net cash provided by operating activities | 763,708 | 868,556 | 1,307,618 | 1,774,097 | ||||||||||||
| Net cash used in investing activities | (4,427,593 | ) | (72,309 | ) | ) | (8,390,368 | ) | (595,771 | ) | ) | ||||||
| Net cash provided by/(used in) financing activities | 23,166 | (81,847 | ) | ) | 68,955 | (186,425 | ) | ) | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | 126,916 | 10,824 | 2,740 | 7,530 | ||||||||||||
| Net (decrease)/increase in cash and cash equivalents | (3,513,803 | ) | 725,224 | (7,011,055 | ) | 999,431 | ||||||||||
| Cash and cash equivalents at beginning of the period | 6,254,572 | 2,747,166 | 9,751,824 | 2,472,959 | ||||||||||||
| Cash and cash equivalents at end of the period | 2,740,769 | 3,472,390 | 2,740,769 | 3,472,390 |
All values are in US Dollars.
8
KANZHUN LIMITED
Unaudited Reconciliation of GAAP and Non-GAAPResults
(All amounts in thousands, except for share and per share data)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |||||||
| RMB | RMB | US | RMB | RMB | US | |||||
| Revenues | 1,487,615 | 1,916,743 | 2,765,161 | 3,620,496 | ||||||
| Add: Change in deferred revenue | 131,874 | 33,997 | 503,885 | 380,925 | ||||||
| Calculated cash billings | 1,619,489 | 1,950,740 | 3,269,046 | 4,001,421 | ||||||
| Net income | 309,597 | 417,250 | 342,260 | 658,974 | ||||||
| Add: Share-based compensation expenses | 258,902 | 301,443 | 471,193 | 590,420 | ||||||
| Adjusted net income | 568,499 | 718,693 | 813,453 | 1,249,394 | ||||||
| Net income attributable to ordinary shareholders of KANZHUN LIMITED | 309,597 | 421,733 | 342,260 | 666,684 | ||||||
| Add: Share-based compensation expenses | 258,902 | 301,443 | 471,193 | 590,420 | ||||||
| Adjusted net income attributable to ordinary shareholders of KANZHUN LIMITED | 568,499 | 723,176 | 813,453 | 1,257,104 | ||||||
| Weighted average number of ordinary shares used in computing adjusted net income per share (Non-GAAP) | ||||||||||
| — Basic | 868,643,514 | 888,934,440 | 867,314,841 | 884,833,645 | ||||||
| — Diluted | 900,111,944 | 924,052,158 | 903,757,988 | 915,678,778 | ||||||
| Adjusted net income per ordinary share attributable to ordinary shareholders | ||||||||||
| — Basic | 0.65 | 0.81 | 0.94 | 1.42 | ||||||
| — Diluted | 0.63 | 0.78 | 0.90 | 1.37 | ||||||
| Adjusted net income per ADS attributable to ordinary shareholders | ||||||||||
| — Basic | 1.31 | 1.63 | 1.88 | 2.84 | ||||||
| — Diluted | 1.26 | 1.57 | 1.80 | 2.75 |
All values are in US Dollars.
9
Exhibit99.3
HongKong 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
KANZHUNLIMITED
看準科技有限公司
(A company controlled throughweighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 2076)
(Nasdaq Stock Ticker: BZ)
CHANGEOF JOINT COMPANY SECRETARY,
PROCESSAGENT AND AUTHORISED REPRESENTATIVE
AND
WAIVERFROM STRICT COMPLIANCE WITH RULES 3.28
AND8.17 OF THE LISTING RULES
CHANGE OF JOINT COMPANY SECRETARY,PROCESS AGENT AND AUTHORISED REPRESENTATIVE
The board (the “Board”) of directors (the “Directors”) of KANZHUN LIMITED (the “Company”, together with its subsidiaries and consolidated affiliated entities, collectively the “Group”) announces that Ms. Mei Ying Ko (“Ms. Ko”) has resigned from the following positions of the Company to devote more time to pursue her personal commitments, with effect from August 28, 2024:
| (i) | joint company secretary (the “Joint Company Secretary”); |
|---|---|
| (ii) | agent for the service of process and notices on behalf of the Company in Hong Kong (the “Process Agent”) as required<br>under Rule 19.05(2) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock<br>Exchange of Hong Kong Limited (the “Stock Exchange”); and |
| --- | --- |
| (iii) | authorised representative (“Authorised Representative”) pursuant to Part 16 of the Companies Ordinance (Chapter<br>622 of the Laws of Hong Kong) and Rule 3.05 of the Listing Rules. |
| --- | --- |
The Board further announces that, following the resignation of Ms. Ko, Mr. Wing Yat Christopher Lui (“Mr. Lui”) has been appointed as the Joint Company Secretary, the Process Agent and the Authorised Representative, with effect from August 28, 2024.
1
Ms. Ko has confirmed that she has no disagreement with the Board and there is no matter relating to her resignation that needs to be brought to the attention of the Stock Exchange and/or the shareholders of the Company.
After the aforesaid changes, Ms. Huaiyuan Liang (“Ms. Liang”) will continue to serve as the other Joint Company Secretary.
The biographical details ofMs. Liang are set out as follows:
Ms. Liang currently serves as the Company’s director of compliance, and her responsibilities mainly cover compliance with listing requirements and corporate governance. Ms. Liang joined the Company in January 2019 and served in various roles across the department of corporate strategy and capital markets of the Company. Ms. Liang received her bachelor’s degree from the Renmin University of China and her master’s degree from Duke University. Ms. Liang holds the Chartered Financial Analyst (CFA) designation and is also a Certified Financial Risk Manager (FRM).
The biographical details ofMr. Lui are set out as follows:
Mr. Lui is currently a senior manager of Company Secretarial Services of Tricor Services Limited, a global professional services provider specializing in integrated business, corporate and investor services. He has over 10 years of experience in the corporate secretarial field. He has been working for Tricor Services Limited since October 2011. He has been providing professional corporate services to Hong Kong listed companies as well as multinational, private and offshore companies.
Mr. Lui is a Chartered Secretary, a Chartered Governance Professional and an Associate of both The Hong Kong Chartered Governance Institute (HKCGI) and The Chartered Governance Institute in the United Kingdom. Mr. Lui received his bachelor’s degree of science in economics and statistics from University College London in the United Kingdom in August 2011.
WAIVER FROM STRICT COMPLIANCEWITH RULES 3.28 AND 8.17 OF THE LISTING RULES
Reference is made to the announcement of the Company dated August 29, 2023 in relation to, among other things, the waiver (the “Waiver”) granted to the Company by the Stock Exchange from strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules in respect of the eligibility of Ms. Liang to act as the Joint Company Secretary for a period from August 29, 2023 to August 28, 2026 (the “Waiver Period”), subject to the conditions that (i) Ms. Liang must be assisted by Ms. Ko during the Waiver Period; and (ii) the Waiver could be revoked if there are material breaches of the Listing Rules by the Company.
In view of Ms. Ko’s resignation and since Ms. Liang does not possess the qualifications of company secretary as required under Rule 3.28 of the Listing Rules, the Company has applied for, and the Stock Exchange has granted, a new waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules (the “New Waiver”) for a period from the date of the said appointment of Mr. Lui to August 28, 2026 (the “Remaining Waiver Period”) on the conditions that (i) Ms. Liang must be assisted by Mr. Lui during the Remaining Waiver Period; and (ii) the New Waiver could be revoked if there are material breaches of the Listing Rules by the Company. The Stock Exchange may withdraw or change the New Waiver if the Company’s situation changes, and the New Waiver would be revoked immediately if and when Mr. Lui ceases to be the Joint Company Secretary.
2
The Board wishes to take this opportunity to express its gratitude to Ms. Ko for her contribution during her tenure of office and express its warmest welcome to Mr. Lui for taking up the appointment.
| By Order of the Board |
|---|
| KANZHUN LIMITED |
| Mr. Peng Zhao |
| Founder, Chairman and ChiefExecutive Officer |
Hong Kong, August 28, 2024
Asof 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. YonggangSun, Mr. Yan Li and Ms. Mengyuan Dong as the independent non-executive Directors.
3