EX-99.2 3 tm2515951d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

 

If you have sold or transferred all your shares in KANZHUN LIMITED, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

 

 

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)

 

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES
AND REPURCHASE SHARES AND/OR ADSS,

PROPOSED RE-ELECTION OF DIRECTORS,
PROPOSED RE-APPOINTMENT OF AUDITORS,
AND

NOTICE OF THE ANNUAL GENERAL MEETING

 

 

A letter from the Board is set out on pages 6 to 11 of this circular.

 

A notice convening the AGM to be held at 21/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, China on Friday, June 27, 2025 at 3 p.m. Beijing time, are set out on pages 23 to 28 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of HKEXnews (www.hkexnews.hk) and the Company (https://ir.zhipin.com/).

 

Holders of record of the Company’s Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the AGM in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to Citibank, N.A. Whether or not you propose to attend and vote at the said meeting, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or your voting instructions to Citibank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 3 p.m, Hong Kong time, on Wednesday, June 25, 2025 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and Citibank, N.A must receive your voting instructions by no later than 10 a.m., New York Time, on Wednesday, June 18, 2025 to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM. For the avoidance of doubt, holders of Treasury Shares (if any) shall abstain from voting at the AGM.

 

May 22, 2025

 

 

 

 

CONTENTS

 

    Pages
       
DEFINITIONS 1
LETTER FROM THE BOARD 6
  1. Introduction 6
  2. Proposed Grant of General Mandate to Issue Shares 7
  3. Proposed Grant of General Mandate to Repurchase Shares and/or ADSs 8
  4. Proposed Re-election of Director 9
  5. Proposed Re-appointment of Auditors 10
  6. The AGM and Proxy Arrangement 10
  7. Recommendations 11
  8. Further Information 11
  9. Responsibility Statement 11

 

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 12
   
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM 16
       
NOTICE OF THE ANNUAL GENERAL MEETING 21

 

i

 

 

DEFINITIONS

 

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

 

“2020 Share Incentive Plan”   the 2020 global share plan our Company adopted in September 2020, which was amended and restated in May 2021, as amended from time to time
     
“ADS(s)”   American depositary shares issued by the Depositary pursuant to the Deposit Agreement in respect of our Class A Ordinary Shares deposited in our ADS program, each ADS representing two (2) Class A Ordinary Shares on deposit with the Custodian
     
“ADS Record Date”   close of business on May 22, 2025 (New York time)
     
“AGM” or “Annual General Meeting”   the annual general meeting of the Company to be convened on Friday, June 27, 2025 at 3 p.m. Beijing time to consider and, if thought fit, approve, the proposed resolutions as set out in the notice of such meeting which is set out on pages 23 to 28 of this circular, or any adjournment thereof
     
“Articles” or “Articles of Association”   the fifteenth amended and restated articles of association of the Company conditionally adopted by special resolutions of the Shareholders of the Company at the annual general meeting of the Company convened on December 14, 2022, which took effect upon Listing
     
“associate(s)”   has the meaning ascribed to it under the Listing Rules
     
“Auditors”   PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP, the external auditors of the Company
     
“Board”   the board of Directors of the Company
     
“business day”   any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong or other relevant jurisdictions are generally open for normal banking business
     
“CCASS”   Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

 

1

 

 

DEFINITIONS

 

Class A Ordinary Shares   class  A  ordinary  shares  of  the  share  capital  of  the Company with a par value of US$0.0001 each, conferring a holder of a Class A Ordinary Share one vote per Share on any resolution tabled at the Company’s general meeting (save for any Treasury Shares, the holders of which shall abstain from voting at the Company’s general meeting)
     
Class B Ordinary Shares   class  B  ordinary  shares  of  the  share  capital  of  the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B Ordinary Share is entitled to ten votes per Share on any resolution tabled at the Company’s general meeting, save for, under the Articles, resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share
     
Companies Ordinance   the Companies Ordinance (Chapter 622 of the Laws of  Hong Kong), as amended, supplemented or otherwise modified from time to time
     
Company”, “our Company”, or “the Company   KANZHUN LIMITED, a company with limited liability incorporated in the Cayman Islands on January 16, 2014
     
Compensation Committee   the compensation committee of the Board
     
connected person(s)   has the meaning ascribed to it under the Listing Rules 
     
connected transaction(s)   has the meaning ascribed to it under the Listing Rules 
     
controlling shareholder(s)   has the meaning ascribed to it under the Listing Rules
     
Custodian   Citibank, N.A., Hong Kong, the custodian of the Company’s ADS program
     
Deposit Agreement   Deposit Agreement, dated as of June 15, 2021, by and among the Company, the Depositary, and the holders and beneficial owners of ADSs issued thereunder
     
Depositary   Citibank, N.A., the depositary of the Company’s ADS program
     
Directors   the director(s) of our Company

 

2

 

 

DEFINITIONS

 

Group”, “our Group”, “the Group”, “we”, “us”, or “our   the Company, its subsidiaries and its consolidated affiliated entities from time to time
     
HK$   Hong Kong dollars, the lawful currency of Hong Kong
     
HKSCC   Hong Kong Securities Clearing Company Limited
     
Hong Kong   the Hong Kong Special Administrative Region of the People’s Republic of China
     
Latest Practicable Date   May 15, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
     
Laws   all laws, statutes, legislation, regulations, guidelines, opinions, ordinances, rules, notices, circulars, orders, judgments, decrees, or rulings of any Governmental Authority (including, without limitation, the Stock Exchange and the SFC) of all relevant jurisdictions
     
Listing   the listing of the Class A Ordinary Shares on the Main Board of the Stock Exchange by way of introduction pursuant to the Hong Kong Listing Rules on December 22, 2022
     
Listing Date   December 22, 2022, on which the Class A Ordinary Shares are to be listed and on which dealings in the Class A Ordinary Shares are to be first permitted to take place on the Stock Exchange
     
Listing Rules   the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
     
Mr. Zhao   Mr. Peng Zhao, an executive director and the chief executive officer of our Company, the founder of our Group, the WVR Beneficiary and our Controlling Shareholder
     
Nasdaq   The Nasdaq Global Select Market
     
Nomination Committee   the nomination committee of the Board

 

3

 

 

DEFINITIONS

 

Post-IPO Share Scheme   the  share  incentive  plan  conditionally  approved  and adopted by our Company at the annual general meeting of the Company convened on December 14, 2022, which took effect upon Listing
     
Reserved Matters   those matters  resolutions  with respect  to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles, being: (i) any amendment to the memorandum or Articles, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company
     
SFC   Securities and Futures Commission of Hong Kong
     
SFO   Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
     
Shareholders   holder(s) of the Share(s)
     
Shares   the Class A Ordinary Shares and the Class B Ordinary Shares in the share capital of the Company, as the context so requires
     
Share Incentive Plans   collectively,  the  2020  Share  Incentive  Plan  and  the Post-IPO Share Scheme
     
Share Record Date   close of business on May 22, 2025 (Hong Kong time)
     
Stock Exchange   The Stock Exchange of Hong Kong Limited
     
subsidiary(ies)   has the meaning ascribed to it in section 15 of the Companies Ordinance
     
substantial shareholder(s)   has the meaning ascribed to it in the Listing Rules 
     
Takeovers Code   Code on Takeovers and Mergers and Share Buy-backs issued  by  the  SFC,  as  amended,  supplemented  or otherwise modified from time to time
     
Treasury Shares   has the meaning ascribed to it under the Listing Rules

 

4

 

 

DEFINITIONS

 

US$   U.S. dollars, the lawful currency of the United States
     
weighted voting right(s)   has the meaning ascribed to it in the Listing Rules
     
WVR Beneficiary   has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Zhao, being the beneficial owner of the Class B Ordinary Shares, entitling to weighted voting rights
     
%   percent

 

5

 

 

LETTER FROM THE BOARD

 

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)

 

Executive Directors: Registered Office:
Mr. Peng Zhao (趙趙)   PO Box 309
(Founder, Chairman and Ugland House
Chief Executive Officer) Grand Cayman, KY1-1104
Mr. Yu Zhang ( 趙趙) Cayman Islands
Mr. Xu Chen ( 趙趙)  
Mr. Tao Zhang (趙趙) Head Office and Principal Place of
Ms. Xiehua Wang ( 趙趙趙) Business in China:
  21/F, GrandyVic Building
Non-executive Director: Taiyanggong Middle Road
Mr. Haiyang Yu (余海洋) Chaoyang District, Beijing
  100020, People’s Republic of China
Independent non-executive Directors:  
Mr. Yonggang Sun (趙趙趙) Principal Place of Business
Mr. Yan Li ( 趙趙) in Hong Kong:
Ms. Mengyuan Dong ( 趙趙趙) Room 1918, 19/F, Lee Garden One
Ms. Hongyu Liu ( 趙趙趙) 33 Hysan Avenue
  Causeway Bay
  Hong Kong

 

May 22, 2025                    

 

To the Shareholders

 

Dear Sir or Madam,

 

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES
AND REPURCHASE SHARES AND/OR ADSS,

PROPOSED RE-ELECTION OF DIRECTORS,
PROPOSED RE-APPOINTMENT OF AUDITORS,
AND

NOTICE OF ANNUAL GENERAL MEETING

 

1.INTRODUCTION

 

On behalf of the Board, I would like to invite you to attend the AGM to be held at 21/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, China on Friday, June 27, 2025. The AGM will commence at 3 p.m. (Beijing time).

 

6

 

 

LETTER FROM THE BOARD

 

The purpose of this circular is to give you notice of the AGM, and to provide you with information regarding the following proposals to be put forward at the said meeting:

 

(a)the proposed grant of a general mandate to issue Shares;

 

(b)the proposed grant of a general mandate to repurchase Shares and/or ADSs;

 

(c)the proposed re-election of Directors; and

 

(d)the proposed re-appointment of Auditors.

 

2.PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES

 

At the annual general meeting of the Company held on June 28, 2024, the Directors were given a general mandate to allot, issue and deal with Shares. Such mandate, to the extent not utilized by the date of the AGM, will lapse at the conclusion of the AGM.

 

In order to give the Company the flexibility to issue Class A Ordinary Shares (including any sale or transfer of Treasury Shares) if and when appropriate, without needing to convene a general meeting for each and every such issuance, sale and/or transfer of Treasury Shares, an ordinary resolution will be proposed at the AGM to approve the granting of a general mandate to the Directors to allot, issue or deal with Class A Ordinary Shares (including any sale or transfer of Treasury Shares) not exceeding 15% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of such resolution (the “Issuance and Resale Mandate”).

 

As at the Latest Practicable Date, the issued and outstanding shares of the Company comprised 778,481,397 Class A Ordinary Shares and 134,587,401 Class B Ordinary Shares (excluding the 3,084,706 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 Latest Practicable Date). Subject to the passing of the ordinary resolution 8 and on the assumption that the issued and outstanding shares of the Company remain unchanged as at the date of the AGM, i.e. being 913,068,798 Shares, the Company will be allowed to issue (or transfer out of the treasury) a maximum of 136,960,319 Class A Ordinary Shares.

 

In addition, subject to a separate approval of the ordinary resolution 10, the number of Shares and/or ADSs purchased by the Company under ordinary resolution 9 will also be added to extend the Issuance and Resale Mandate as mentioned in ordinary resolution 8 provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding any Treasury Shares) as at the date of passing the resolutions in relation to the Issuance and Resale Mandate and the Repurchase Mandate (as defined below).

 

7

 

 

LETTER FROM THE BOARD

 

Details of the Issuance and Resale Mandate are set out in ordinary resolution 8 in the notice of the AGM set out on pages 24 to 25 of this circular. The Issuance and Resale Mandate (including the extended Issuance and Resale Mandate), if granted, will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by applicable Laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Issuance and Resale Mandate (including the extended Issuance and Resale Mandate), is revoked or varied by an ordinary resolution of the Shareholders.

 

3.PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES AND/OR ADSs

 

At the annual general meeting of the Company held on June 28, 2024, the Directors were given a general mandate to repurchase Shares. Such mandate, to the extent not utilized by the date of the AGM, will lapse at the conclusion of the AGM.

 

In order to give the Company the flexibility to repurchase Shares and/or ADSs if and when appropriate, without needing to convene a general meeting for each and every such repurchase, an ordinary resolution will be proposed at the AGM to approve the granting of a new general mandate to the Directors to exercise the powers of the Company to repurchase Shares and/or ADSs representing up to 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of such resolution (the “Repurchase Mandate”).

 

As at the Latest Practicable Date, the issued and outstanding shares of the Company comprised 778,481,397 Class A Ordinary Shares and 134,587,401 Class B Ordinary Shares (excluding the 3,084,706 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 Latest Practicable Date). Subject to the passing of the ordinary resolution 9 and on the assumption that the issued and outstanding shares of the Company remain unchanged as at the date of the AGM, i.e. being 913,068,798 Shares, the Company will be allowed to repurchase a maximum of 91,306,879 Class A Ordinary Shares.

 

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

 

The Repurchase Mandate, if granted, will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable Laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.

 

8

 

 

 

LETTER FROM THE BOARD

 

4.PROPOSED RE-ELECTION OF DIRECTORS

 

Pursuant to Article 94(d) of the Articles of Association, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation and shall be eligible for re-election at every annual general meeting, provided that every Director (including every independent non-executive Director and/or those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Yu Zhang, Mr. Xu Chen, Mr. Haiyang Yu and Mr. Yonggang Sun, shall retire at the AGM and, being eligible, will offer themselves for re-election at the AGM. Pursuant to Article 94(e) of the Articles of Association, Ms. Hongyu Liu, who was appointed as an independent non-executive Director with effect from May 22, 2025, will hold office until the AGM and, being eligible, will offer herself for re-election.

 

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board diversity policy, Director Nomination Policy and the Company’s corporate strategy. The Nomination Committee and the Board are satisfied with all the retiring Directors’ contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors who are due to retire at the AGM.

 

At the time of appointment as an independent non-executive Director, Mr. Yonggang Sun and Ms. Hongyu Liu have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. Mr. Yonggang Sun has confirmed that there is no subsequent change of circumstances which may affect his independence which would require him to inform the Stock Exchange. The Company has received written annual confirmation from Mr. Yonggang Sun on his independence in accordance with the Listing Rules. Ms. Hongyu Liu has confirmed her independence pursuant to Rule 3.13 of the Listing Rules in her confirmation of independence and understanding of director’s obligations letter.

 

In determining the proposal to re-elect Mr. Yonggang Sun and Ms. Hongyu Liu as independent non-executive Directors, (i) the Board and the Nomination Committee have assessed and reviewed the annual confirmation of independence based on the criteria set out in Rule 3.13 of the Listing Rules of Mr. Yonggang Sun, and confirmation of independence and understanding of director’s obligations letter from Ms. Hongyu Liu, and is satisfied of the independence of Mr. Yonggang Sun and Ms. Hongyu Liu; (ii) the Nomination Committee and the Board have reviewed the biographies of Mr. Yonggang Sun and Ms. Hongyu Liu and Mr. Yonggang Sun’s past performance, and assessed their suitability to be re-elected based on their reputation for integrity and extensive working experience having regard to the Board diversity policy adopted by the Company; and (iii) the Board is satisfied that through exercising the scrutinising and monitoring function of an independent non-executive Director, Mr. Yonggang Sun and Ms. Hongyu Liu provide independent and objective judgments and advice to the Board to safeguard the interests of the Company and the Shareholders as a whole.

 

9

 

 

LETTER FROM THE BOARD

 

In view of the foregoing factors, the Board believes that Mr. Yonggang Sun and Ms. Hongyu Liu have the character, integrity, independence and expertise to fulfill their role as an independent non-executive Director effectively and will bring valuable experience and knowledge to the Board and would recommend Mr. Yonggang Sun and Ms. Hongyu Liu for re-election as independent non-executive Directors at the AGM.

 

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

 

5.PROPOSED RE-APPOINTMENT OF AUDITORS

 

The Board proposes to re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the independent auditors of the Company for the year ending December 31, 2025 and to hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorize the Board to fix the auditors’ remuneration for the ensuing year. PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP have indicated their willingness to be re-appointed as auditors of the Company for the said period.

 

6.THE AGM AND PROXY ARRANGEMENT

 

The AGM will be held at 21/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, China on Friday, June 27, 2025. The AGM will commence at 3 p.m. (Beijing time).

 

The Notice of the Annual General Meeting is set out on pages 23 to 28 of this circular. The notice serves as the notice of general meeting required under Rule 13.71 of the Listing Rules. The notice is also available for viewing on the Company’s website at https://ir.zhipin.com/.

 

Holders of record of the Company’s Shares on the Company’s register of members as of the close of business on the Share Record Date are cordially invited to attend the AGM in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date are cordially invited to submit your voting instructions to Citibank, N.A. Whether or not you propose to attend and vote at the said meetings, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or your voting instructions to Citibank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 3 p.m., Hong Kong time, on Wednesday, June 25, 2025 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and Citibank, N.A. must receive your voting instructions by no later than 10 a.m., New York time, on Wednesday, June 18, 2025 to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM.

 

10

 

 

LETTER FROM THE BOARD

 

Pursuant to Rule 13.39(4) of the Listing Rules, any vote by Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted only by a show of hands. Therefore, the resolutions to be proposed at the AGM will be voted by way of poll. An announcement on the poll results will be published on the website of the Company at https://ir.zhipin.com/and the website of HKEXnews at www.hkexnews.hk after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

 

The Company is controlled through weighted voting rights. Holders of Class A Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share. Holders of Class B Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1 to 4, 7 to 10 in the notice of the AGM), save for resolutions with respect to any Reserved Matters, in which case they shall have one vote per Share (i.e. resolutions 5, 6 and 11, regarding the re-election of independent non-executive Directors and re-appointment of Auditors, in the notice of the AGM). Holders of Class A Shares and Class B Shares shall at all times vote together as one class.

 

For the avoidance of doubt, holders of Treasury Shares (if any) shall abstain from voting at the AGM.

 

7.RECOMMENDATIONS

 

The Directors (including independent non-executive Directors) are of the opinion that all the proposed resolutions are in the interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of all the resolutions to be proposed at the AGM.

 

8.FURTHER INFORMATION

 

Your attention is drawn to the information set out in the appendices to this circular.

 

9.RESPONSIBILITY STATEMENT

 

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

 

 By Order of the Board
 KANZHUN LIMITED
 Mr. Peng Zhao
 Founder, Chairman and Chief Executive Officer

 

11

 

 

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

 

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

 

1.REASONS FOR REPURCHASE OF SHARES AND/OR ADSS

 

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

 

Repurchases of Shares and/or ADSs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

 

The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders.

 

2.SHARE CAPITAL

 

As at the Latest Practicable Date, the issued and outstanding shares of the Company comprised 778,481,397 Class A Ordinary Shares and 134,587,401 Class B Ordinary Shares (excluding the 3,084,706 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 Latest Practicable Date). Subject to the passing of the ordinary resolution set out in item 9 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the assumption that the issued and outstanding shares of the Company remain unchanged as at the date of the AGM, i.e. being 913,068,798 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to a maximum of 91,306,879 Shares, representing 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of the AGM.

 

3.FUNDING OF REPURCHASES

 

Repurchases of Shares and/or ADSs will be funded from the Company’s internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable Laws of the Cayman Islands and/or any other applicable Laws, as the case may be.

 

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

 

4.IMPACT OF REPURCHASES

 

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.

 

However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

 

Following a repurchase of Class A Ordinary Shares or Class A Ordinary Shares underlying ADSs, the Company may cancel any repurchased Shares and/or hold them as Treasury Shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances. Shareholders and potential investors of the Company should pay attention to any announcement to be published by the Company in the future, including but without limitation, any next day disclosure return (which shall identify, amongst others, the number of repurchased shares that are to be held in treasury or cancelled upon settlement of such repurchase, and where applicable, disclose the reasons for any deviation from the intention statement previous disclosed) and any relevant monthly return.

 

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures (collectively, the “Interim Measures”) which include (without limitation): (i) procuring its broker not to give an instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS; (ii) in the case of dividends or distributions (if any and where applicable), the Company shall withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the relevant record date for the dividend or distributions; or (iii) take any other measures to ensure that the Company will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable Laws if those Shares were registered in its own name as Treasury Shares.

 

5.TAKEOVERS CODE

 

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

 

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

 

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary was Mr. Zhao. Mr. Zhao, was interested in an aggregate of 134,587,401 Class B Ordinary Shares within the meaning of Part XV of the SFO, representing approximately 63.35% of the voting rights in our Company. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiary must reduce his weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding into Class A Ordinary Shares, if the reduction in the number of Shares in issue (excluding any Treasury Shares) would otherwise result in an increase in the proportion of Class B Ordinary Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Mr. Zhao to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

 

In addition, the Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.

 

6.GENERAL

 

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

 

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

 

The Directors will exercise the power of the Company to make repurchases of Shares and/or ADSs pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable Laws of the Cayman Islands. In addition, the Company has confirmed that neither the Explanatory Statement nor the proposed share repurchase has any unusual features.

 

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

 

7.MARKET PRICES OF SHARES

 

The highest and lowest prices per Share at which the Class A Ordinary Shares have been traded on the Stock Exchange in each of the twelve months up to and including the Latest Practicable Date were as follows:

 

   Price per share 
Month  Highest   Lowest 
   HK$   HK$ 
2024          
May   88.50    76.40 
June   84.80    69.35 
July   73.65    52.15 
August   56.85    46.90 
September   72.70    43.00 
October   76.40    56.35 
November   58.80    44.65 
December   57.65    50.00 
           
2025          
January   56.80    48.05 
February   67.55    55.05 
March   80.00    60.50 
April   78.15    54.30 
May (up to and including the Latest Practicable Date)   70.75    59.45 

 

8.REPURCHASES OF SHARES MADE BY THE COMPANY

 

During the six months prior to the Latest Practicable Date, the Company has not repurchased any Class A Ordinary Shares on the Nasdaq or the Stock Exchange.

 

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

 

Pursuant to the Listing Rules, the details of the Directors, who will retire and being eligible, offer themselves for re-election at the AGM, are provided below.

 

(1)Mr. Yu Zhang Position and experience

 

Mr. Yu Zhang (趙趙), aged 47, has served as our Chief Financial Officer since September 2019. He has served as our Director since May 2021 and was re-designated as an executive Director with effect from December 16, 2022. He is in charge of the capital markets activities, accounting and internal control functions of our Group. Mr. Zhang has over 19 years of research and investment experience in the technology, media and telecom industry. Prior to joining us, Mr. Zhang worked at UBS from April 2010 to August 2019, with his last position being the managing director of asset management division. Mr. Zhang worked at BDA from January 2005 to April 2010, with his last position being a director of the company, and an engineer at Ericsson from April 2001 to January 2005. Mr. Zhang graduated from Beijing University of Posts and Telecommunications in 2000.

 

Save as disclosed above, Mr. Zhang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

 

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APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM

 

Length of service

 

Pursuant to the amended and restated director agreement with the Company, the term of appointment of Mr. Zhang shall be for an initial term of three years with effect from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner. The appointment shall, subject always to re-election as and when required under the Articles of Association and the termination provision of the amended and restated director agreement, be automatically renewed for successive period of three years.

 

Relationships

 

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang did not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders.

 

Interests in Shares

 

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang was interested in an aggregate of 7,196,950 Class A Ordinary Shares within the meaning of Part XV of the SFO.

 

Save as disclosed above, Mr. Zhang does not have any other interest in the shares of the Company within the meaning of Part XV of the SFO.

 

Director’s emoluments

 

Mr. Zhang will not receive any remuneration in his capacity as an executive Director.

 

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

 

As far as the Directors are aware, there is no information of Mr. Zhang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.

 

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APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM

 

(4)           Mr. Yonggang Sun

 

Position and experience

 

Mr. Yonggang Sun ( 趙趙趙), aged 54, has served as an independent Director since June 2021 and was re-designated as an independent non-executive Director with effect from December 16, 2022. Mr. Sun currently serves as a partner of Z-Park Fund. Prior to joining Z-Park Fund, Mr. Sun served as the vice president of Capital Steel Group Co., Ltd. and the general counsel of China Tietong Group Co., Ltd.. Mr. Sun received his bachelor’s degree in law from Renmin University of China in 1993 and his LL.M. degree from Temple University in 2003.

 

Save as disclosed above, Mr. Sun has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

 

Length of service

 

Pursuant to the Director agreement with the Company, the term of appointment of Mr. Sun shall be for an initial term of three years with effect from the Listing Date or until the third annual general meeting of the Company after the Listing Date, whichever is sooner. The appointment shall, subject always to re-election as and when required under the Articles of Association and the termination provision of the amended and restated director agreement, be automatically renewed for successive period of three years.

 

Relationships

 

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Sun did not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders.

 

Interests in Shares

 

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Sun was interested in an aggregate of 13,946 Class A Ordinary Shares within the meaning of Part XV of the SFO.

 

Save as disclosed above, Mr. Sun does not have any other interest in the shares of the Company within the meaning of Part XV of the SFO.

 

Director’s emoluments

 

Mr. Sun will receive a Director’s fee per annum of US$80,000 or equivalent in cash and 4,212 share awards to be granted pursuant to an effective share incentive plan of the Company per annum in his capacity as an independent non-executive Director.

 

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APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM

 

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

 

As far as the Directors are aware, there is no information of Mr. Sun to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Sun that need to be brought to the attention of the Shareholders.

 

(5)           Ms. Hongyu Liu Position and experience

 

Ms. Hongyu Liu (趙趙趙), aged 52, is a financial expert with over 25 years of experience in the financial services industry. Ms. Liu currently serves as a managing director at Intermediate Capital Asia Pacific Limited, where she started her role in 2016. She previously served as a principal at TPG Capital, and held the position of vice president at Lazard China Limited. Her earlier career also includes over seven years at JP Morgan Chase, where she held various roles in the United States and Hong Kong, with her last position being a vice president.

 

Ms. Liu earned a Bachelor of Arts degree in finance from Renmin University of China, a Master of Arts in Law and Diplomacy from The Fletcher School of Tufts University, and an MBA from Tuck School of Business at Dartmouth College. She also serves on the International Board of Advisors at Tufts University. Ms. Liu is a Chartered Financial Analyst and is licensed under the SFO as a representative to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities.

 

Save as disclosed above, Ms. Liu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

 

Length of service

 

Pursuant to the director agreement with the Company, the term of appointment of Ms. Liu shall be for a term of three years with effect from May 22, 2025. The appointment shall, subject always to re-election as and when required under the Articles of Association and the termination provision of the amended and restated director agreement, be automatically renewed for successive period of three years.

 

Relationships

 

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Liu did not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders.

 

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APPENDIX IIDETAILS OF THE DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM

 

Interests in Shares

 

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Liu was not interested in or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

 

Director’s emoluments

 

Ms. Liu will receive a Director’s fee per annum of US$80,000 in cash and 4,212 share awards to be granted pursuant to an effective share incentive plan of the Company per annum in her capacity as an independent non-executive Director.

 

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

 

As far as the Directors are aware, there is no information of Ms. Liu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Liu that need to be brought to the attention of the Shareholders.

 

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NOTICE OF THE ANNUAL GENERAL MEETING

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

 

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)

 

NOTICE OF THE ANNUAL GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of KANZHUN LIMITED (the “Company”) will be held at 3 p.m. Beijing time on Friday, June 27, 2025 at 21/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, China for the purposes of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated May 22, 2025):

 

ORDINARY RESOLUTIONS

 

1.To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the reports of the Directors and independent auditors thereon.

 

2.To re-elect Mr. Yu Zhang as an executive Director.

 

3.To re-elect Mr. Xu Chen as an executive Director.

 

4.To re-elect Mr. Haiyang Yu as a non-executive Director.

 

5.To re-elect Mr. Yonggang Sun as an independent non-executive Director.

 

6.To re-elect Ms. Hongyu Liu as an independent non-executive Director.

 

7.To authorize the Board to fix the remuneration of the Directors.

 

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NOTICE OF THE ANNUAL GENERAL MEETING

 

8.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:

 

THAT:

 

(a)subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue, and deal with additional Class A Ordinary Shares (including any sale and/or transfer of Treasury Shares) or securities convertible into Class A Ordinary Shares, or options, warrants or similar rights to subscribe for Class A Ordinary Shares or such convertible securities of the Company (other than issuance of options, warrants or similar rights to subscribe for additional Class A Ordinary Shares or securities convertible into Class A Ordinary Shares for cash consideration) and to make or grant offers, agreements, or options (including any warrants, bonds, notes, and debentures conferring any rights to subscribe for or otherwise receive Class A Ordinary Shares) that would or might require the exercise of such powers;

 

(b)the mandate in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period;

 

(c)the total number of Class A Ordinary Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) in paragraph (a) above, otherwise than pursuant to:

 

(i)a Rights Issue (as defined in paragraph (d) below);

 

(ii)the grant or exercise of any options under any share option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employee of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Class A Ordinary Shares or rights to acquire Class A Ordinary Shares;

 

(iii)the vesting of restricted shares and restricted share units granted or to be granted pursuant to the share incentive plans of the Company;

 

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NOTICE OF THE ANNUAL GENERAL MEETING

 

(iv)any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association; and

 

(v)a specific authority granted by the Shareholders in general meeting, shall not exceed 15% of the total number of issued Shares (excluding any Treasury Shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution) and the said mandate shall be limited accordingly.

 

(d)for the purposes of this resolution:

 

Relevant Period” means the period from the passing of this resolution until the earliest of:

 

(i)the conclusion of the next annual general meeting of the Company;

 

(ii)the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable Laws; and

 

(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

 

Rights Issue” means an offer of Shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of Shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the Laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

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NOTICE OF THE ANNUAL GENERAL MEETING

 

9.To consider and, if thought fit, pass with or without modification the following resolution as an ordinary resolution:

 

THAT:

 

(a)a general unconditional mandate be and is hereby given to the directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own Shares and/or ADSs on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the SFC and the Stock Exchange for this purpose, provided that the total number of Shares which may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and

 

(b)for the purposes of this resolution:

 

Relevant Period” means the period from the passing of this resolution until the earliest of:

 

(i)the conclusion of the next annual general meeting of the Company;

 

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable Laws to be held; and

 

(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting”

 

10.As an ordinary resolution, conditional upon the passing of resolutions set out in items 8 and 9 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 8 of this notice be and is hereby extended by the addition to the aggregate number of Shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of Shares and/or ADSs repurchased by the Company pursuant to the mandate referred to in item 9 of this Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares (excluding any Treasury Shares) of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution).

 

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NOTICE OF THE ANNUAL GENERAL MEETING

 

11.To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as auditors 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, 2025.

 

SHARES RECORD DATE AND ADS RECORD DATE

 

The Board has fixed the close of business on May 22, 2025, Hong Kong time, as the record date (the “Share Record Date”) of Class A Ordinary Shares and Class B Ordinary Shares. Holders of record of the Company’s Shares (as of the Share Record Date) are entitled to attend and vote at the AGM and any adjourned meeting thereof.

 

Holders of record of American depositary shares (the “ADSs”) as of the close of business on May 22, 2025, New York Time (the “ADS Record Date,” together with the Share Record Date, the “Record Dates”), who wish to exercise their voting rights for the underlying Class A Ordinary Shares must give voting instructions to Citibank, N.A., the depositary of the ADSs.

 

ATTENDING THE AGM

 

Only holders of record of Shares as of the Share Record Date are entitled to attend and vote at the AGM. All officers and agents of the Company reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable Laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM.

 

PROXY FORMS AND ADS VOTING CARDS

 

A holder of Shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct Citibank, N.A., the depositary of the ADSs, as to how to vote the Class A Ordinary Shares represented by the ADSs. Please refer to the proxy form (for holders of Shares), which is available on our website at https://ir.zhipin.com/or ADS voting card (for holders of ADSs).

 

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NOTICE OF THE ANNUAL GENERAL MEETING

 

Holders of record of the Company’s Shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or your voting instructions to Citibank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 3 p.m., Hong Kong time, on Wednesday, June 25, 2025 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong to ensure your representation at the AGM; and Citibank, N.A. must receive your voting instructions by no later than 10 a.m., New York time, on Wednesday, June 18, 2025 to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM.

 

 By Order of the Board
KANZHUN LIMITED
Mr. Peng Zhao
Founder, Chairman and Chief Executive Officer

 

Head Office:
21/F, GrandyVic Building
Taiyanggong Middle Road
Chaoyang District, Beijing

100020, People’s Republic of China

Registered Office:
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands

 

May 22, 2025

 

As at the date of this notice, the Board 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. Yonggang Sun, Mr. Yan Li, Ms. Mengyuan Dong and Ms. Hongyu Liu as the independent non-executive Directors.

 

26