Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
06 Novembre 2024 - 10:01PM
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 November 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:
November 6, 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: 31 October 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: 06 November 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 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 the Exchange (Note 1) No
Stock code (if listed) 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 and/or Treasury Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description Class A Ordinary Share
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 758,782,189 0 758,782,189
Increase / decrease (-) -444,178 0
Balance at close of the month 758,338,011 0 758,338,011
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
Stock code (if listed) 02076 Description Class B Ordinary Share
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 138,730,401 0 138,730,401
Increase / decrease (-) -240,000 0
Balance at close of the month 138,490,401 0 138,490,401
Remarks:
As at 31 October 2024, there are 896,828,412 ordinary shares issued and outstanding (excluding treasury shares), comprising of 758,338,011 Class A Ordinary Shares and 138,490,401 Class B
Ordinary Shares (excluding the 3,325,092 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 and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description
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
Number of new shares
issued during the month
pursuant thereto (A1)
Number of treasury
shares transferred out of
treasury during the
month pursuant thereto
(A2)
Number of shares which
may be issued or
transferred out of
treasury pursuant
thereto as at close of
the month
The total number of
shares which may be
issued or transferred out
of treasury 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)
45,354,632 Exercised - new shares involved -137,138
Cancelled -107,054
45,110,440 137,138 0 45,110,440
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 0 56,118,392
General Meeting approval date (if applicable)
Increase in issued shares (excluding treasury shares): 137,138 WVR ordinary shares A (AA1)
Decrease in treasury shares: 0 WVR ordinary shares A (AA2)
Total funds raised during the month from exercise of options: USD 0
Remarks:
The exercise of 137,138 share options 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. |
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(B). Warrants to Issue Shares of the Issuer Not applicable |
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(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description
Description of other agreements or arrangements
General Meeting
approval date
(if applicable)
Number of new shares issued during
the month pursuant thereto (D1)
Number of treasury shares transferred
out of treasury during the month
pursuant thereto (D2)
Number of shares which may be issued
or transferred out of treasury 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 0 10,356,210
2). Post-IPO Share Scheme - share awards 0 0 23,423,570
Increase in issued shares (excluding treasury shares): 0 WVR ordinary shares A (DD1)
Decrease in treasury shares: 0 WVR ordinary shares A (DD2)
Remarks:
As of 31 October 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 nil share award granted under Post-IPO Share Scheme were vested and
settled during the month.
(iii) 49,662 restricted shares units granted under 2020 Share Incentive Plan were cancelled during the month, and 83,148 share awards granted under Post-IPO Share Scheme were lapsed
during the month. |
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(E). Other Movements in Issued Shares and/or Treasury Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes
Stock code (if listed) 02076 Description
Events
At price (if applicable)
Currency Amount
Date of event
(Note 2)
General Meeting
approval date
(if applicable)
Increase/ decrease (-) in issued
shares (excluding treasury
shares) during the month
pursuant thereto (E1)
Increase/ decrease (-) in
treasury shares during the
month pursuant thereto (E2)
Number of shares redeemed or
repurchased for cancellation but
not yet cancelled as at close of
the month (Note 3)
1). Repurchase of shares (shares repurchased and cancelled) USD 6.0878 28 June 2024 -821,316
2). Conversion of Class B ordinary shares to Class A ordinary
shares 240,000
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No
Stock code (if listed) 02076 Description
Events
At price (if applicable)
Currency Amount
Date of event
(Note 2)
General Meeting
approval date
(if applicable)
Increase/ decrease (-) in issued
shares (excluding treasury
shares) during the month
pursuant thereto (E1)
Increase/ decrease (-) in
treasury shares during the
month pursuant thereto (E2)
Number of shares redeemed or
repurchased for cancellation but
not yet cancelled as at close of
the month (Note 3)
1). Conversion of Class B ordinary shares to Class A ordinary
shares -240,000
Increase/ decrease (-) in issued shares (excluding treasury shares): -581,316 WVR ordinary shares A (EE1)
Increase/ decrease (-) in issued shares (excluding treasury shares): -240,000 WVR ordinary shares B (EE1)
Increase/ decrease (-) in treasury shares: WVR ordinary shares A (EE2)
Increase/ decrease (-) in treasury shares: WVR ordinary shares B (EE2)
Remarks:
(i) The 821,316 shares that are represented by a total of 410,658 ADSs repurchased from the Nasdaq Global Select Market on September 3, 2024 were cancelled on October 7, 2024.
(ii) Class A: 2) & Class B: 1) Subsequent to the cancellation of the repurchased of 821,316 class A ordinary shares on October 7, 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.
Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -444,178 WVR ordinary shares A |
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -240,000 WVR ordinary shares B
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): WVR ordinary shares B |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
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 of the securities issued, or the treasury shares
sold or transferred by the issuer during the month as set out in Parts 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 carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as
applicable:
(Note 4)
(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares 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 5);
(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.
Submitted by: Liang Huaiyuan
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer) |
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Notes
1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as
"cancellation date".
In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in
treasury".
3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet
cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative
number.
4. 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. 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, or the treasury shares sold or
transferred, no further confirmation is required to be made in this return.
5. “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. |
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