BOSS ZHIPIN(BZ) - 2023 Q2 - Quarterly Report

DEFINITIONS This section defines key legal and company-specific terminology used throughout the circular - This section provides definitions for key terms used throughout the circular, ensuring clarity and consistent understanding of legal and company-specific terminology[7][8][9][10] LETTER FROM THE BOARD This letter outlines the agenda for the Annual General Meeting, including key proposals and board recommendations 1. Introduction The Board invites shareholders to the June 26, 2023 AGM to vote on key proposals for the company's governance - The Annual General Meeting (AGM) is scheduled for Monday, June 26, 2023, at 3 p.m. Beijing time[13][28] - Key proposals include the re-election of directors, grant of mandates for share issuance and repurchase, and re-appointment of the auditor[14] 2. Proposed Re-election of the Retiring Directors The Board recommends the re-election of retiring directors Mr. Yu Zhang, Mr. Xu Chen, and Mr. Haiyang Yu - The following directors are proposed for re-election: Mr. Yu Zhang, Mr. Xu Chen, and Mr. Haiyang Yu[15] - The Nomination Committee and the Board recommend their re-election based on their valuable contributions and experience[16] 3. Proposed Grant of General Mandate to Issue Shares Shareholders are asked to approve a mandate for issuing new Class A Ordinary Shares up to 20% of total issued shares - The proposed Issuance Mandate allows Directors to allot, issue, and deal with additional Class A Ordinary Shares up to 20% of the total issued Shares[20] Share Issuance Mandate Details | Metric | Value | | :--- | :--- | | Issued Class A Ordinary Shares (Latest Practicable Date) | 728,110,243 | | Issued Class B Ordinary Shares (Latest Practicable Date) | 140,830,401 | | Total Issued Shares (Assumed at AGM Date) | 868,940,644 | | Maximum Class A Ordinary Shares to be Issued (20% of total) | 173,788,128 | | Exclusions from Mandate | Rights Issue, Share Option Schemes, Vesting of Restricted Shares, Scrip Dividend, Specific Authority | | Mandate Expiration | Conclusion of next AGM, expiration of period for next AGM, or revocation by shareholders | 4. Proposed Grant of General Mandate to Repurchase Shares Shareholders are asked to approve a mandate for repurchasing up to 10% of the Company's total issued shares - The proposed Repurchase Mandate allows Directors to repurchase Shares up to 10% of the total issued Shares[23] Share Repurchase Mandate Details | Metric | Value | | :--- | :--- | | Issued Class A Ordinary Shares (Latest Practicable Date) | 728,110,243 | | Issued Class B Ordinary Shares (Latest Practicable Date) | 140,830,401 | | Total Issued Shares (Assumed at AGM Date) | 868,940,644 | | Maximum Class A Ordinary Shares to be Repurchased (10% of total) | 86,894,064 | | Mandate Expiration | Conclusion of next AGM, expiration of period for next AGM, or revocation by shareholders | 5. Proposed Re-appointment of Auditor The Board proposes re-appointing PricewaterhouseCoopers as the independent auditor for the 2023 fiscal year - PricewaterhouseCoopers is proposed for re-appointment as the independent auditor for the year ending December 31, 2023[27] - The Board also seeks authorization to fix the auditor's remuneration for the ensuing year[27] 6. The AGM and Proxy Arrangement This section details the AGM voting procedures, including weighted voting rights for different share classes - All resolutions proposed at the AGM will be voted by way of poll[31] - Voting rights are weighted: Class A shares have one vote, while Class B shares have ten votes per share for most resolutions[32] - Shareholders of record on May 25, 2023, are invited to attend or submit proxy/voting instructions[30] 7. Recommendations The Board unanimously recommends that shareholders vote in favor of all proposed resolutions at the AGM - The Board recommends shareholders vote in favor of all proposed resolutions, including director re-election and share mandates[33] 8. Further Information Shareholders are directed to the appendices for additional detailed information on the proposed resolutions - Shareholders are advised to refer to the appendices for further detailed information[35] 9. Responsibility Statement The Directors collectively and individually affirm full responsibility for the accuracy of this circular - The Directors collectively and individually accept full responsibility for the accuracy of the information in this circular[36] APPENDIX I – DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM This appendix provides detailed biographical and professional information for the directors proposed for re-election (1) ZHANG Yu This section details the background, experience, and shareholdings of executive director and CFO Mr. Yu Zhang - Mr. Yu Zhang (aged 46) is an executive director and Chief Financial Officer with over 17 years of TMT experience[38] - Mr. Zhang's term is for an initial three years from the Listing Date, subject to re-election[40] Mr. Yu Zhang's Share Interests and Emoluments | Metric | Value | | :--- | :--- | | Class A Ordinary Shares | 9,432,750 | | Director's Emoluments | None (in capacity as executive Director) | (2) CHEN Xu This section details the background, experience, and shareholdings of executive director and CMO Mr. Xu Chen - Mr. Xu Chen (aged 47) is an executive director and Chief Marketing Officer with over 20 years of marketing experience[46] - Mr. Chen's term is for an initial three years from the Listing Date, subject to re-election[47] Mr. Xu Chen's Share Interests and Emoluments | Metric | Value | | :--- | :--- | | Class A Ordinary Shares | 3,625,804 | | Director's Emoluments | None (in capacity as executive Director) | (3) YU Haiyang This section details the background and affiliations of non-executive director Mr. Haiyang Yu - Mr. Haiyang Yu (aged 40) is a non-executive director and also holds positions at a Tencent group company[53] - Mr. Yu's term is for an initial three years from the Listing Date, subject to re-election[56] Mr. Haiyang Yu's Share Interests and Emoluments | Metric | Value | | :--- | :--- | | Shares or Underlying Shares | None | | Director's Emoluments | None (in capacity as non-executive Director) | APPENDIX II – EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE This appendix explains the rationale, funding, and potential impacts of the proposed share repurchase mandate 1. Reasons for Repurchase of Shares The repurchase mandate provides flexibility to enhance shareholder value, though there are no immediate plans for its use - The Repurchase Mandate offers flexibility to enhance net asset value and/or earnings per Share[62] - The Directors have no present intention to repurchase shares but would exercise the power if it benefits the Company[62] 2. Share Capital The mandate would authorize the repurchase of up to 86,894,064 shares, representing 10% of total issued shares Current Share Capital and Maximum Repurchase | Metric | Value | | :--- | :--- | | Issued Class A Ordinary Shares (Latest Practicable Date) | 728,110,243 | | Issued Class B Ordinary Shares (Latest Practicable Date) | 140,830,401 | | Total Issued Shares (Assumed at AGM Date) | 868,940,644 | | Maximum Shares Authorized for Repurchase (10%) | 86,894,064 | 3. Funding of Repurchases Share repurchases will be financed using the Company's internal resources in compliance with all regulations - Share repurchases will be funded from the Company's internal resources, in accordance with applicable laws and regulations[64] 4. Impact of Repurchases Full exercise of the repurchase mandate is not expected to materially impact the Company's financial position - No material adverse impact on the Company's working capital or gearing position is expected from the exercise of the Repurchase Mandate[66] - The Directors will not exercise the mandate to an extent that would materially adversely affect the Company's working capital or gearing levels[66] 5. Takeovers Code Safeguards are in place to prevent the repurchase mandate from triggering a mandatory offer under the Takeovers Code - An increase in a shareholder's proportionate voting interest due to repurchases could trigger the Takeovers Code[67] - Mr. Zhao, the WVR Beneficiary, controls approximately 65.9% of voting rights and must reduce his weighted voting rights if his proportion increases, thus no mandatory offer is expected[68] - The Directors will not repurchase shares to an extent that would result in less than the prescribed minimum public float[69] 6. General Directors and connected persons have no current intention to sell shares to the Company under the proposed mandate - None of the Directors or their close associates have any present intention to sell shares to the Company if the Repurchase Mandate is approved[71] - No core connected persons have notified the Company of an intention to sell shares or undertaken not to sell shares to the Company[71] - The Directors have undertaken to the Stock Exchange to exercise the repurchase power in accordance with Listing Rules and applicable Cayman Islands laws[71] 7. Market Prices of Shares This section provides the historical high and low trading prices for the Company's shares since its listing Market Prices of Class A Ordinary Shares (HK$) | Month | Highest HK$ | Lowest HK$ | | :--- | :--- | :--- | | 2022 | | | | December (since Listing Date) | 78.75 | 76.00 | | 2023 | | | | January | 98.95 | 77.50 | | February | 97.85 | 78.50 | | March | 83.85 | 67.00 | | April | 74.50 | 74.50 | | May (up to Latest Practicable Date) | 74.50 | 69.90 | 8. Repurchases of Shares Made by the Company The Company has not repurchased any of its Class A Ordinary Shares since its listing date - The Company has not repurchased any Class A Ordinary Shares on the Stock Exchange from its Listing Date up to the Latest Practicable Date[74] NOTICE OF THE ANNUAL GENERAL MEETING This notice formally announces the AGM and lists the ordinary resolutions to be considered and voted upon Ordinary Resolutions The AGM will consider nine ordinary resolutions, including financial adoption, director elections, and share mandates - The AGM will consider nine ordinary resolutions, including adopting financial statements, re-electing directors, granting share issuance and repurchase mandates, and re-appointing the auditor[78][79][80][81][82][83][84][85] SHARES RECORD DATE AND ADS RECORD DATE The record date for voting eligibility for both ordinary shares and American Depositary Shares is May 25, 2023 Record Dates for AGM Voting Eligibility | Record Date Type | Date | Time Zone | | :--- | :--- | :--- | | Share Record Date | May 25, 2023 | Hong Kong time | | ADS Record Date | May 25, 2023 | New York Time | ATTENDING THE AGM Only shareholders of record as of the Share Record Date are entitled to attend and vote at the AGM - Only holders of record of Shares as of the Share Record Date are entitled to attend and vote at the AGM[88] - The Company reserves the right to refuse entry or instruct persons to leave the AGM venue to comply with applicable laws and regulations[88] PROXY FORMS AND ADS VOTING CARDS This section outlines the deadlines and procedures for submitting proxy forms and ADS voting instructions - Shareholders can appoint a proxy, and ADS holders must submit voting instructions to Citibank, N.A.[89] Proxy/Voting Instruction Deadlines | Document Type | Recipient | Deadline | Time Zone | | :--- | :--- | :--- | :--- | | Proxy Form (for Shares) | Computershare Hong Kong Investor Services Limited | June 24, 2023, 3 p.m. | Hong Kong Time | | Voting Instructions (for ADSs) | Citibank, N.A. | June 14, 2023, 10 a.m. | New York Time |