Kanzhun Limited (BOSS ZHIPIN-W, “the Company”) has adopted its Sixteenth Amended and Restated Memorandum and Articles of Association, effective 25 June 2026. Key elements are as follows:
1. Authorised Share Capital • Total authorised capital remains US$200,000, divided into 2.00 billion shares at US$0.0001 par value each. • Composition: 1.80 billion Class A ordinary shares and 200.00 million Class B ordinary shares. • The Company retains the power to redeem or purchase its own shares and to vary share capital within Cayman Islands statutory limits.
2. Dual-Class Voting Rights • Class A shares carry one vote per share; Class B shares carry ten votes per share, with both classes voting together as a single class on most resolutions. • Matters requiring one-share-one-vote include amendments to the charter, appointment/removal of independent non-executive directors and auditors, and voluntary liquidation. • Class B shares convert 1:1 into Class A shares at the holder’s option or automatically upon specified events, including the death, departure, incapacity, or loss of control by the founder Peng Zhao, or any transfer that breaches defined restrictions. • No Class A shares may be converted into Class B, and the Company cannot create a new class with voting rights superior to Class A.
3. Issuance and Anti-Dilution Controls • Additional Class B issuance is prohibited unless (i) via pro-rata offers, (ii) scrip dividends, or (iii) share subdivision or similar reorganisation, provided the weighted-voting ratio does not increase. • Share repurchases or capital reductions that would raise the Class B proportion trigger mandatory proportional conversion of Class B into Class A.
4. Board Composition and Committees • Minimum three directors, with one-third subject to retirement by rotation at each annual meeting; every director faces re-election at least once every three years. • A majority-independent Nomination Committee and a fully independent Corporate Governance Committee are mandated. • The Corporate Governance Committee oversees compliance with weighted-voting safeguards, conflict-of-interest monitoring, and investor communication. • A permanent Compliance Adviser must be consulted on corporate-governance and Listing Rules matters.
5. Meeting Flexibility and Shareholder Rights • Annual general meeting must be held within six months after financial year-end; notice periods: 21 days for AGM, 14 days for other meetings. • The articles recognise “Virtual Meetings” via defined communication facilities. • Shareholders holding at least 10% of voting rights may requisition an extraordinary general meeting.
6. Dividend and Capitalisation Policy • Dividends may be declared by directors, subject to available profits; unclaimed dividends after six years may be forfeited. • Directors may capitalise reserves to satisfy share-based incentive plans for employees and service providers.
7. Exclusive Forum Provisions • Cayman Islands and Hong Kong courts are the exclusive venues for company law, fiduciary duty and internal-affairs claims. • The U.S. District Court for the Southern District of New York (or state courts in New York County) is designated as the exclusive U.S. forum for federal securities law disputes.
The updated charter reinforces the Company’s weighted-voting-rights structure while embedding stricter governance, transparency and investor-protection measures in line with Hong Kong Listing Rules.
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