EX-99.2 3 tm2519312d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

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)

 

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON JUNE 27, 2025

 

Reference is made to the circular (the “Circular”) of KANZHUN LIMITED (the “Company”) incorporating, amongst others, the notice (the “Notice”) of the annual general meeting of the Company (the “AGM”) dated May 22, 2025. Unless the context requires otherwise, the capitalized terms used herein shall have the same meanings as those defined in the Circular.

 

The board of directors (the “Board”) of the Company is pleased to announce that at the AGM held on June 27, 2025, the Notice of which was given to the Shareholders on May 22, 2025, all the proposed resolutions as set out in the Notice were taken by poll. The poll results in respect of the resolutions proposed at the AGM are as follows:

 

ORDINARY RESOLUTIONS NUMBER OF VOTES CAST
AND PERCENTAGE (%)		 TOTAL
NUMBER
OF VOTING
SHARES		 TOTAL
NUMBER OF
VOTES CAST
FOR AGAINST ABSTAIN
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 hereon. Class A Ordinary Shares 473,289,650
(99.954824%)		 213,912
(0.045176%)		 1,227,608
(-)		 473,503,562 473,503,562
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,819,163,660
(99.988243%)		 213,912
(0.011757%)		 1,227,608
(-)		 608,090,963 1,819,377,572
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

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ORDINARY RESOLUTIONS NUMBER OF VOTES CAST
AND PERCENTAGE (%)		 TOTAL
NUMBER
OF VOTING
SHARES		 TOTAL
NUMBER OF
VOTES CAST
FOR AGAINST ABSTAIN
2. To re-elect Mr. Yu Zhang as an executive Director. Class A Ordinary Shares 452,976,110
(95.468773%)		 21,499,572
(4.531227%)		 255,488
(-)		 474,475,682 474,475,682
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,798,850,120
(98.818932%)		 21,499,572
(1.181068%)		 255,488
(-)		 609,063,083 1,820,349,692
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
3. To re-elect Mr. Xu Chen as an executive Director. Class A Ordinary Shares 442,030,702
(93.161930%)		 32,444,980
(6.838070%)		 255,488
(-)		 474,475,682 474,475,682
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,787,904,712
(98.217651%)		 32,444,980
(1.782349%)		 255,488
(-)		 609,063,083 1,820,349,692
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
4. To re-elect Mr. Haiyang Yu as a non-executive Director. Class A Ordinary Shares 443,593,316
(93.491265%)		 30,882,366
(6.508735%)		 255,488
(-)		 474,475,682 474,475,682
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,789,467,326
(98.303493%)		 30,882,366
(1.696507%)		 255,488
(-)		 609,063,083 1,820,349,692
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

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ORDINARY RESOLUTIONS NUMBER OF VOTES CAST
AND PERCENTAGE (%)		 TOTAL
NUMBER
OF VOTING
SHARES		 TOTAL
NUMBER OF
VOTES CAST
FOR AGAINST ABSTAIN
5. To re-elect Mr. Yonggang Sun as an independent non-executive Director. Class A Ordinary Shares 426,213,862
(89.828389%)		 48,261,820
(10.171611%)		 255,488
(-)		 474,475,682 474,475,682
Class B Ordinary Shares 134,587,401
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 134,587,401
TOTAL NUMBER (CLASS A & CLASS B) 560,801,263
(92.076056%)		 48,261,820
(7.923944%)		 255,488
(-)		 609,063,083 609,063,083
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
6. To re-elect Ms. Hongyu Liu as an independent non-executive Director. Class A Ordinary Shares 472,469,212
(99.577039%)		 2,006,848
(0.422961%)		 255,110
(-)		 474,476,060 474,476,060
Class B Ordinary Shares 134,587,401
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 134,587,401
TOTAL NUMBER (CLASS A & CLASS B) 607,056,613
(99.670503%)		 2,006,848
(0.329497%)		 255,110
(-)		 609,063,461 609,063,461
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
7. To authorize the Board to fix the remuneration of the Directors. Class A Ordinary Shares 470,679,696
(99.523633%)		 2,252,894
(0.476367%)		 1,798,580
(-)		 472,932,590 472,932,590
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,816,553,706
(99.876133%)		 2,252,894
(0.123867%)		 1,798,580
(-)		 607,519,991 1,818,806,600
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

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ORDINARY RESOLUTIONS NUMBER OF VOTES CAST
AND PERCENTAGE (%)		 TOTAL
NUMBER
OF VOTING
SHARES		 TOTAL
NUMBER OF
VOTES CAST
FOR AGAINST ABSTAIN
8. To grant a general mandate to the Directors to issue, allot and deal with additional Class A Ordinary Shares (including any sale and/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 this resolution.   Class A Ordinary Shares 124,240,131
(26.202570%)		 349,912,331
(73.797430%)		 578,708
(-)		 474,152,462 474,152,462
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,470,114,141
(80.774327%)		 349,912,331
(19.225673%)		 578,708
(-)		 608,739,863 1,820,026,472
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
9. To grant a general mandate to the Directors to repurchase Shares and/or ADSs not exceeding 10% of the total number of issued Shares (excluding any Treasury Shares) as at the date of passing of this resolution. Class A Ordinary Shares 472,275,536
(99.604152%)		 1,876,924
(0.395848%)		 578,710
(-)		 474,152,460 474,152,460
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,818,149,546
(99.896874%)		 1,876,924
(0.103126%)		 578,710
(-)		 608,739,861 1,820,026,470
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
10. To extend the general mandate granted to the Directors to issue, allot and deal with additional Class A Ordinary Shares (including any sale and/ or transfer of Treasury Shares) in the capital of the Company by the aggregate number of the Shares and/or ADSs repurchased by the Company. Class A Ordinary Shares 132,317,027
(27.887014%)		 342,158,395
(72.112986%)		 255,748
(-)		 474,475,422 474,475,422
Class B Ordinary Shares 1,345,874,010
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 1,345,874,010
TOTAL NUMBER (CLASS A & CLASS B) 1,478,191,037
(81.203697%)		 342,158,395
(18.796303%)		 255,748
(-)		 609,062,823 1,820,349,432
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

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ORDINARY RESOLUTIONS NUMBER OF VOTES CAST
AND PERCENTAGE (%)		 TOTAL
NUMBER
OF VOTING
SHARES		 TOTAL
NUMBER OF
VOTES CAST
FOR AGAINST ABSTAIN
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. Class A Ordinary Shares 320,894,007
(67.620313%)		 153,658,675
(32.379687%)		 178,488
(-)		 474,552,682 474,552,682
Class B Ordinary Shares 134,587,401
(100.000000%)		 0
(0.000000%)		 0
(-)		 134,587,401 134,587,401
TOTAL NUMBER (CLASS A & CLASS B) 455,481,408
(74.774493%)		 153,658,675
(25.225507%)		 178,488
(-)		 609,140,083 609,140,083
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

Notes:

 

(a)As a simple majority of the valid votes held by Shareholders (including proxies and authorized representatives) attending the AGM were cast in favour of each of the resolutions numbered 1 to 11 above, such resolutions were duly passed as ordinary resolutions.

 

(b)As of the Share Record 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 Share Record Date that were not eligible for voting).

 

(c)Futu Trustee Limited, being the trustee holding unvested Shares under the Post-IPO Share Scheme, held 30,803,788 Class A Ordinary Shares as of the Share Record Date. Except for Futu Trustee Limited which was required under Rule 17.05A of the Listing Rules to abstain from voting on matters that require Shareholders’ approval under the Listing Rules, no other Shareholder is required to abstain from voting in respect of any of the proposed resolutions at the AGM. None of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the proposed resolutions at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the AGM as set out in Rule 13.40 of the Listing Rules.

 

(d)Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 882,265,010 Shares, comprising 747,677,609 Class A Ordinary Shares and 134,587,401 Class B Ordinary Shares.

 

(e)According to the Articles of Association, each Class A Ordinary Share shall entitle its holder to one vote and each Class B Ordinary Share shall entitle its holder to ten votes on a poll at the AGM in respect of the resolutions numbered 1 to 4 and 7 to 10 on the proposed receipt and adoption of the audited consolidated financial statements, reports of the Directors and independent auditor, the proposed re-election of executive Directors, the proposed authority for the Board to fix the remuneration of the Directors of the Company, the proposed Issuance and Resale Mandate (including the extended Issuance and Resale Mandate), and the proposed Repurchase Mandate contemplated thereunder. Each Class A Ordinary Share and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM in respect of the resolutions numbered 5, 6 and 11 on the proposed re-election of independent non-executive Directors and the proposed re-appointment of auditor.

 

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(f)The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

 

(g)In accordance with Rule 13.39(5A) of the Listing Rules, the executive Directors, namely Mr. Peng Zhao, Mr. Yu Zhang, Mr. Xu Chen, Mr. Tao Zhang and Ms. Xiehua Wang; the non-executive Director, namely Mr. Haiyang Yu; and the independent non-executive Directors, namely Mr. Yonggang Sun, Mr. Yan Li, Ms. Mengyuan Dong and Ms.Hongyu Liu have attended the AGM in person or by electronic means.

 

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

 

Hong Kong, June 27, 2025

 

As of the date of this announcement, the board of directors of the Company comprises Mr. Peng Zhao, Mr. Yu Zhang, Mr. Xu Chen, Mr. Tao Zhang and Ms. Xiehua Wang as the executive Directors, Mr. Haiyang Yu as the non-executive Director, Mr. Yonggang Sun, Mr. Yan Li, Ms. Mengyuan Dong and Ms. Hongyu Liu as the independent non-executive Directors.

 

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