Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 08 2024 - 4:01PM
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 May 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.
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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: May 8, 2024
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 April 2024 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: 07 May 2024
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 750,800,811
Increase / decrease (-) -1,988,044
Balance at close of the month 748,812,767
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 (-) -413,824
Balance at close of the month 139,216,577
Remarks:
As at 30 April 2024, there are 888,029,344 ordinary shares issued and outstanding, comprising of 748,812,767 Class A Ordinary Shares and 139,216,577 Class B Ordinary Shares (excluding the
2,124,160 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)
51,606,644 Exercised -112,116
Cancelled -39,500
51,455,028 112,116 51,455,028
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 58,712,768
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A): 112,116
Total funds raised during the month from exercise of options: USD 0
Remarks:
The exercise of 112,116 share option was settled using the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for further issuance 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 12,640,358
2). Post-IPO Share Scheme - share awards 125,000 23,381,626
Total D (WVR ordinary shares A): 125,000
Remarks:
As of 30 April 2024,
(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 125,000 share award granted under Post-IPO Share Scheme were vested and
settled during the month.
(iii) 63,238 restricted shares units granted under 2020 Share Incentive Plan were cancelled during the month, and 116,070 share awards granted under Post-IPO Share Scheme were lapsed
during the month. |
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(E). Other Movements in Issued Share
1. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02076
Type of Issue
At price (if applicable)
Currency Amount
Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
month
1). Repurchase of shares 02 April 2024 26 June 2023 -2,638,984
2). Other (Please specify)
Conversion of Class B ordinary shares
to Class A ordinary shares
02 April 2024 413,824
2. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares B Shares issuable to be listed on SEHK (Note 1, 5 and 6) No
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)
Type of Issue
At price (if applicable)
Currency Amount
Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
month
1). Other (Please specify)
Conversion of Class B ordinary shares
to Class A ordinary shares
02 April 2024 -413,824
Total E (WVR ordinary shares A): -2,225,160
Total E (WVR ordinary shares B): -413,824
Remarks:
(i) The 2,638,984 shares that are represented by a total of 1,319,492 ADSs repurchased from the Nasdaq Global Select Market on December 5, 6, 7, 19, 20 and 21, 2023 and March 27, 2024
were cancelled on April 2, 2024.
(ii) Class A: 2) & Class B: 1) Subsequent to the cancellation of the repurchased of 2,638,984 class A ordinary shares on April 2, 2024, the weighted voting rights (“WVR”) beneficiary of the
Company, simultaneously reduced his WVR in the Company proportionately by way of converting his class B ordinary shares into class A ordinary shares on a one-to-one ratio pursuant to Rule
8A.21 of the Listing Rules, such that the proportion of shares carrying WVR of the Company shall not be increased, pursuant to the requirements under Rules 8A.13 and 8A.15 of the Listing
Rules.
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) -1,988,044 |
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Total increase / decrease (-) in WVR ordinary shares B during the month (i.e. Total of A to E) -413,824 |
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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” |
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