Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
December 06 2023 - 4:00PM
Edgar (US Regulatory)
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 December 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
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.
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KANZHUN LIMITED |
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By |
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/s/ Yu Zhang |
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Name |
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Yu Zhang |
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Title |
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Director and Chief Financial Officer |
Date: December 6,
2023
Exhibit 99.1
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 30 November 2023 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: KANZHUN LIMITED (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Date Submitted: 06 December 2023
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02076 Description Class A Ordinary Shares
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 1,800,000,000 USD 0.0001 USD 180,000
Increase / decrease (-) USD
Balance at close of the month 1,800,000,000 USD 0.0001 USD 180,000
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02076 Description Class B Ordinary Shares
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 200,000,000 USD 0.0001 USD 20,000
Increase / decrease (-) USD
Balance at close of the month 200,000,000 USD 0.0001 USD 20,000
Total authorised/registered share capital at the end of the month: USD 200,000 |
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II. Movements in Issued Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02076 Description Class A Ordinary Share
Balance at close of preceding month 734,474,795
Increase / decrease (-) 4,036,448
Balance at close of the month 738,511,243
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02076 Description Class B Ordinary Share
Balance at close of preceding month 139,630,401
Increase / decrease (-) 0
Balance at close of the month 139,630,401
Remarks:
As at 30 November 2023, there are 878,141,644 ordinary shares issued and outstanding, comprising of 738,511,243 Class A Ordinary Shares and 139,630,401 Class B Ordinary Shares
(excluding the 12,011,860 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). |
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III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02076
Particulars of share option
scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share options
outstanding at close of
the month
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued upon exercise of
all share options to be
granted under the
scheme at close of the
month
1). 2020 Share Incentive
Plan (Share Incentive
Plan adopted in
September 2020 and
amended and restated
in May 2021)
61,149,228 Exercised -4,036,448
Cancelled -37,196
57,075,584 4,036,448 57,075,584
General Meeting approval
date (if applicable)
2). Post-IPO Share Scheme
(Share Incentive Plan
adopted on 14
December , 2022 as
amended from time to
time)
0 0 63,289,746
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A): 4,036,448
Total funds raised during the month from exercise of options: USD 0
Remarks:
The exercise of 4,036,448 share options was settled using the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for further issuances upon the exercise of
vested awards granted under the Share Incentive Plans.
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable |
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(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02076
Description
General Meeting
approval date
(if applicable)
No. of new shares of issuer issued during
the month pursuant thereto (D)
No. of new shares of issuer which may be
issued pursuant thereto as at close of the
month
1). 2020 Share Incentive Plan - restricted share unit (Share Incentive Plan adopted in
September 2020 and amended and restated in May 2021) 0 16,487,000
2). Post-IPO Share Scheme - share awards 0 22,659,294
Total D (WVR ordinary shares A): 0
Remarks:
As of 30 November 2023,
(i) nil restricted share unit were granted under 2020 Share Incentive Plan during the month, and nil share awards were granted under Post-IPO Share Scheme during the month.
(ii) nil restricted share unit granted under 2020 Share Incentive Plan were vested and settled during the month, and nil share award granted under Post-IPO Share Scheme were vested and
settled during the month.
(iii) 40,424 restricted shares units granted under 2020 Share Incentive Plan were cancelled during the month, and 73,202 share awards granted under Post-IPO Share Scheme were lapsed
during the month.
(E). Other Movements in Issued Share Not applicable
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) 4,036,448 |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been
previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 3);
(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 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;
(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.
Submitted by: Liang Huaiyuan
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return
published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
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3. “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.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date” |
Exhibit 99.2
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Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
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: 06 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 11) Yes
Stock code (if listed) 02076 Description Class A Ordinary Shares
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 30 November 2023 738,511,243
1). Issue of shares under share award scheme
Issue of Class A ordinary shares pursuant to vesting
and settlement of restricted share units granted to
eligible participants (other than the directors of the
Company)
Date of changes 04 December 2023
679,558 0.07739 % USD 0 HKD 58.01 -100 %
2). Issue of shares under share award scheme
Issue of Class A ordinary shares pursuant to vesting
and settlement of restricted share units granted to
eligible participants (directors of the Company)
Date of changes 04 December 2023
132,500 0.01509 % USD 0 HKD 58.01 -100 %
3). Repurchase of shares (or other securities) but not
cancelled
Repurchase of 275,148 American depository shares
550,296 0.06267 % % |
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(representing 550,296 Class A ordinary shares) on
December 5, 2023 U.S. time
Date of changes 05 December 2023
Closing balance as at (Note 8) 05 December 2023 739,323,301
Remarks: As of December 5, 2023 (i.e. after the issue of shares on December 4, 2023), 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 11,199,802. |
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We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the
listed issuer and, insofar as applicable:
(Note 9)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing 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 10);
(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 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;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have 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. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. 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.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and |
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■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “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.
11. SEHK refers to Stock Exchange of Hong Kong. |
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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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note) Yes
Stock code (if listed) 02076 Description
A. Purchase report
Trading date Number of securities
purchased
Method of purchase
(Note)
Price per share or highest price
paid $ Lowest price paid $ Total paid $
1). 05 December 2023 550,296 On another stock exchange
The Nasdaq Global Select
Market
USD 7.395 USD 7 USD 3,994,626.18
Total number of securities
purchased 550,296 Total paid $ USD 3,994,626.18
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a) 550,296
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
0.0632 %
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there
have been no material changes to the particulars contained in the Explanatory Statement dated May 24, 2023 which has been filed with the Exchange. We also confirm that any purchases set
out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
Remarks: The "Exchange" mentioned in B above refers to The Nasdaq Global Select Market.
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Liang Huaiyuan
(Name)
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
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