Explanatory Note
KANZHUN LIMITED (the “Company”) has filed an application (the “Listing Application”) with the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) in connection with a proposed dual primary listing (the “Listing”) of its Class A ordinary shares on the Main Board of the Hong Kong Stock Exchange.
The Listing Application contains new and supplemental descriptions of certain aspects of the Company’s business and financial information as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time, as well as updated disclosures of certain information previously disclosed in the Company’s annual report on Form 20-F for the year ended December 31, 2021 (the “2021 Form 20-F”). Exhibit 99.1 to this current report on Form 6-K sets forth such new, supplemental and updated information and disclosures as described therein. The disclosures therein supplement, and should be read in conjunction with, the disclosures in the 2021 Form 20-F and other disclosures furnished on this Form 6-K. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Listing Application.
There is no assurance as to if or when the Listing will take place. This communication is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any offer, solicitation, or sale of the Company’s securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
As previously disclosed in the 2021 Form 20-F, the Company and certain of its officers and directors have been named as defendants in a putative securities class action filed on July 12, 2021. The action alleges that the Company made false and misleading statements regarding the business, operations and compliance policies in violation of the Section 10(b) and 20(a) of the U.S. Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. In September 2022, with the aid of a mediator, the parties reached a tentative agreement in principle to settle the case, which is a subsequent event after the Company’s interim reporting period ended June 30, 2022. As a result of such tentative agreement in principle to settle, the Company made a provision in its consolidated statements as of and for the six months ended June 30, 2022. For further details, see “Business — Legal Proceedings and Compliance” in Exhibit 99.1 attached to this current report on Form 6-K and the Company’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2022 attached to this current report on Form 6-K as Exhibit 99.2, including Note 17 thereto, which reflect the provision made as described above.
On October 9, 2022, the Company appointed Mr. Yusheng Wang as an independent director and a member of the audit committee of its board of directors, effective immediately. For further details, see Exhibit 99.3 to this current report on Form 6-K.
