|
Cayman Islands
(State or other jurisdiction of incorporation
or organization) |
| |
Not Applicable
(I.R.S. Employer Identification
Number) |
|
|
Copies to:
|
| |||
|
Yu Zhang
Chief Financial Officer 18/F, GrandyVic Building Taiyanggong Middle Road Chaoyang District, Beijing 100020 People’s Republic of China +86 10-8462-8340 |
| |
Shu Du, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
|
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 16 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 33 | | | |
| | | | | 42 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 48 | | | |
| | | | | 49 | | | |
| | | | | 50 | | | |
| | | | | 51 | | |
| | |
Tax calculation(1)
|
| |||
Hypothetical pre-tax earnings(2)
|
| | | | 100.0% | | |
Tax on earnings at statutory rate of 25%(3)
|
| | | | (25.0)% | | |
Net earnings available for distribution
|
| | | | 75.0% | | |
Withholding tax at standard rate of 10%(4)
|
| | | | (7.5)% | | |
Net distribution to Parent/Shareholders
|
| | | | 67.5% | | |
| | |
For the Year Ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Third-party revenues
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,259,128 | | | | | | — | | | | | | 4,259,128 | | |
Inter-company revenues(1)
|
| | | | — | | | | | | 143 | | | | | | — | | | | | | — | | | | | | (143) | | | | | | — | | |
Third-party operating cost and expenses
|
| | | | (1,537,533) | | | | | | (93,123) | | | | | | (1,289) | | | | | | (3,678,480) | | | | | | | | | | | | (5,310,425) | | |
Inter-company operating cost and expenses(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | (143) | | | | | | 143 | | | | | | — | | |
Other operating income, net
|
| | | | — | | | | | | 9 | | | | | | 29 | | | | | | 14,939 | | | | | | — | | | | | | 14,977 | | |
(Loss)/Income from operations
|
| | | | (1,537,533) | | | | | | (92,971) | | | | | | (1,260) | | | | | | 595,444 | | | | | | — | | | | | | (1,036,320) | | |
Other income/(expenses), net
|
| | | | 5,011 | | | | | | (829) | | | | | | 5,375 | | | | | | 15,216 | | | | | | — | | | | | | 24,773 | | |
Share of income from subsidiaries and
VIE(2) |
| | | | 461,448 | | | | | | 555,248 | | | | | | 551,133 | | | | | | — | | | | | | (1,567,829) | | | | | | — | | |
(Loss)/Income before income tax expense
|
| | | | (1,071,074) | | | | | | 461,448 | | | | | | 555,248 | | | | | | 610,660 | | | | | | (1,567,829) | | | | | | (1,011,547) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | (59,527) | | | | | | — | | | | | | (59,527) | | |
Net (loss)/income
|
| | | | (1,071,074) | | | | | | 461,448 | | | | | | 555,248 | | | | | | 551,133 | | | | | | (1,567,829) | | | | | | (1,071,074) | | |
| | |
For the Year Ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Third-party revenues
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,944,359 | | | | | | — | | | | | | 1,944,359 | | |
Third-party operating cost and expenses
|
| | | | (606,029) | | | | | | (30,933) | | | | | | (3,435) | | | | | | (2,257,716) | | | | | | — | | | | | | (2,898,113) | | |
Other operating income, net
|
| | | | — | | | | | | — | | | | | | 73 | | | | | | 8,776 | | | | | | — | | | | | | 8,849 | | |
Loss from operations
|
| | | | (606,029) | | | | | | (30,933) | | | | | | (3,362) | | | | | | (304,581) | | | | | | — | | | | | | (944,905) | | |
Other income/(expenses), net
|
| | | | 6,815 | | | | | | (1,755) | | | | | | (3,570) | | | | | | 1,520 | | | | | | — | | | | | | 3,010 | | |
Share of loss from subsidiaries and VIE(2)
|
| | | | (342,681) | | | | | | (309,993) | | | | | | (303,061) | | | | | | — | | | | | | 955,735 | | | | | | — | | |
Loss before income tax expense
|
| | | | (941,895) | | | | | | (342,681) | | | | | | (309,993) | | | | | | (303,061) | | | | | | 955,735 | | | | | | (941,895) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (941,895) | | | | | | (342,681) | | | | | | (309,993) | | | | | | (303,061) | | | | | | 955,735 | | | | | | (941,895) | | |
| | |
For the Year Ended December 31, 2019
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Third-party revenues
|
| | | | — | | | | | | — | | | | | | — | | | | | | 998,720 | | | | | | — | | | | | | 998,720 | | |
Third-party operating cost and expenses
|
| | | | (15,709) | | | | | | (12,028) | | | | | | (20,046) | | | | | | (1,465,429) | | | | | | — | | | | | | (1,513,212) | | |
Other operating (loss)/income, net
|
| | | | — | | | | | | (26) | | | | | | 11 | | | | | | 2,588 | | | | | | — | | | | | | 2,573 | | |
Loss from operations
|
| | | | (15,709) | | | | | | (12,054) | | | | | | (20,035) | | | | | | (464,121) | | | | | | — | | | | | | (511,919) | | |
Other income/(expenses), net
|
| | | | 9,680 | | | | | | (2) | | | | | | 438 | | | | | | (252) | | | | | | — | | | | | | 9,864 | | |
Share of loss from subsidiaries and VIE(2)
|
| | | | (496,026) | | | | | | (483,970) | | | | | | (464,373) | | | | | | — | | | | | | 1,444,369 | | | | | | — | | |
Loss before income tax expense
|
| | | | (502,055) | | | | | | (496,026) | | | | | | (483,970) | | | | | | (464,373) | | | | | | 1,444,369 | | | | | | (502,055) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (502,055) | | | | | | (496,026) | | | | | | (483,970) | | | | | | (464,373) | | | | | | 1,444,369 | | | | | | (502,055) | | |
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 9,875,153 | | | | | | 203,523 | | | | | | 398,231 | | | | | | 864,851 | | | | | | — | | | | | | 11,341,758 | | |
Short-term investments
|
| | | | — | | | | | | — | | | | | | 20,439 | | | | | | 864,557 | | | | | | — | | | | | | 884,996 | | |
Accounts receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,002 | | | | | | — | | | | | | 1,002 | | |
Amounts due from Group
companies(3) |
| | | | 1,072,514 | | | | | | 42,327 | | | | | | 8,809 | | | | | | 86,989 | | | | | | (1,210,639) | | | | | | — | | |
Prepayments and other current assets
|
| | | | 231,529 | | | | | | 1,043 | | | | | | 4,413 | | | | | | 494,213 | | | | | | — | | | | | | 731,198 | | |
Investments in subsidiaries and VIE(2)
|
| | | | — | | | | | | 403,391 | | | | | | 17,549 | | | | | | — | | | | | | (420,940) | | | | | | — | | |
Property, equipment and software, net
|
| | | | — | | | | | | 645 | | | | | | 100 | | | | | | 368,381 | | | | | | — | | | | | | 369,126 | | |
Intangible assets, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 458 | | | | | | — | | | | | | 458 | | |
Right-of-use assets, net
|
| | | | — | | | | | | 7,797 | | | | | | — | | | | | | 301,288 | | | | | | — | | | | | | 309,085 | | |
Other non-current assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,000 | | | | | | — | | | | | | 4,000 | | |
Total assets
|
| | | | 11,179,196 | | | | | | 658,726 | | | | | | 449,541 | | | | | | 2,985,739 | | | | | | (1,631,579) | | | | | | 13,641,623 | | |
Accounts payable
|
| | | | — | | | | | | 8 | | | | | | 17 | | | | | | 52,938 | | | | | | — | | | | | | 52,963 | | |
Deferred revenue
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,958,570 | | | | | | — | | | | | | 1,958,570 | | |
Other payables and accrued liabilities
|
| | | | 3,897 | | | | | | 5,816 | | | | | | 9,274 | | | | | | 626,151 | | | | | | — | | | | | | 645,138 | | |
Amounts due to Group companies(3)
|
| | | | 74,043 | | | | | | 1,072,514 | | | | | | 36,859 | | | | | | 27,223 | | | | | | (1,210,639) | | | | | | — | | |
Investment deficit in subsidiaries and VIE(2)
|
| | | | 427,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | (427,200) | | | | | | — | | |
Operating lease liabilities, current
|
| | | | — | | | | | | 3,067 | | | | | | — | | | | | | 124,464 | | | | | | — | | | | | | 127,531 | | |
Operating lease liabilities, non-current
|
| | | | — | | | | | | 4,521 | | | | | | — | | | | | | 178,844 | | | | | | — | | | | | | 183,365 | | |
Total liabilities
|
| | | | 505,140 | | | | | | 1,085,926 | | | | | | 46,150 | | | | | | 2,968,190 | | | | | | (1,637,839) | | | | | | 2,967,567 | | |
Total shareholders’ equity/(deficit)(2)
|
| | |
|
10,674,056
|
| | | |
|
(427,200)
|
| | | |
|
403,391
|
| | | |
|
17,549
|
| | | |
|
6,260
|
| | | |
|
10,674,056
|
| |
Total liabilities and shareholders’ equity/(deficit)
|
| | | | 11,179,196 | | | | | | 658,726 | | | | | | 449,541 | | | | | | 2,985,739 | | | | | | (1,631,579) | | | | | | 13,641,623 | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 3,542,052 | | | | | | 101,985 | | | | | | 170,967 | | | | | | 183,199 | | | | | | — | | | | | | 3,998,203 | | |
Short-term investments
|
| | | | — | | | | | | — | | | | | | 10,895 | | | | | | 525,506 | | | | | | — | | | | | | 536,401 | | |
Accounts receivable
|
| | | | — | | | | | | — | | | | | | — | | | | | | 6,999 | | | | | | — | | | | | | 6,999 | | |
Amounts due from Group
companies(3) |
| | | | 1,088,812 | | | | | | 128,595 | | | | | | 218,462 | | | | | | 36,859 | | | | | | (1,472,728) | | | | | | — | | |
Prepayments and other current assets
|
| | | | 59,246 | | | | | | 132 | | | | | | 87 | | | | | | 146,244 | | | | | | — | | | | | | 205,709 | | |
Property, equipment and software, net
|
| | | | — | | | | | | — | | | | | | 113 | | | | | | 191,242 | | | | | | — | | | | | | 191,355 | | |
Intangible assets, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 549 | | | | | | — | | | | | | 549 | | |
Right-of-use assets, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 144,063 | | | | | | — | | | | | | 144,063 | | |
Total assets
|
| | | | 4,690,110 | | | | | | 230,712 | | | | | | 400,524 | | | | | | 1,234,661 | | | | | | (1,472,728) | | | | | | 5,083,279 | | |
Accounts payable
|
| | | | — | | | | | | — | | | | | | 17 | | | | | | 41,839 | | | | | | — | | | | | | 41,856 | | |
Deferred revenue
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,200,349 | | | | | | — | | | | | | 1,200,349 | | |
Other payables and accrued liabilities
|
| | | | 3,224 | | | | | | 300 | | | | | | (538) | | | | | | 415,273 | | | | | | — | | | | | | 418,259 | | |
Amounts due to Group companies(3)
|
| | | | — | | | | | | 1,081,054 | | | | | | 19,247 | | | | | | 372,427 | | | | | | (1,472,728) | | | | | | — | | |
Investment deficit in subsidiaries and VIE(2)
|
| | | | 1,400,003 | | | | | | 549,361 | | | | | | 931,159 | | | | | | — | | | | | | (2,880,523) | | | | | | — | | |
Operating lease liabilities, current
|
| | | | — | | | | | | — | | | | | | — | | | | | | 59,559 | | | | | | — | | | | | | 59,559 | | |
Operating lease liabilities, non-current
|
| | | | — | | | | | | — | | | | | | — | | | | | | 76,373 | | | | | | — | | | | | | 76,373 | | |
Total liabilities
|
| | | | 1,403,227 | | | | | | 1,630,715 | | | | | | 949,885 | | | | | | 2,165,820 | | | | | | (4,353,251) | | | | | | 1,796,396 | | |
Total mezzanine equity
|
| | | | 5,587,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,587,000 | | |
Total shareholders’ deficit(2)
|
| | |
|
(2,300,117)
|
| | | |
|
(1,400,003)
|
| | | |
|
(549,361)
|
| | | |
|
(931,159)
|
| | | |
|
2,880,523
|
| | | |
|
(2,300,117)
|
| |
Total liabilities, mezzanine equity and shareholders’ deficit
|
| | | | 4,690,110 | | | | | | 230,712 | | | | | | 400,524 | | | | | | 1,234,661 | | | | | | (1,472,728) | | | | | | 5,083,279 | | |
| | |
For the Year Ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Net cash generated from/(used in) operating activities with third
parties(4) |
| | | | 5,644 | | | | | | (81,135) | | | | | | (232) | | | | | | 1,717,104 | | | | | | — | | | | | | 1,641,381 | | |
Investments in subsidiaries(2)
|
| | | | (74,131) | | | | | | — | | | | | | (10) | | | | | | — | | | | | | 74,141 | | | | | | — | | |
Loans to the Group companies(3)
|
| | | | (16,486) | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,486 | | | | | | — | | |
Proceeds from repayments of loans to Group companies(3)
|
| | | | — | | | | | | 96,000 | | | | | | 255,000 | | | | | | — | | | | | | (351,000) | | | | | | — | | |
Other investing activities with third parties
|
| | | | — | | | | | | (649) | | | | | | (10,000) | | | | | | (591,213) | | | | | | — | | | | | | (601,862) | | |
Net cash (used in)/generated from investing activities
|
| | | | (90,617) | | | | | | 95,351 | | | | | | 244,990 | | | | | | (591,213) | | | | | | (260,373) | | | | | | (601,862) | | |
Capital contribution from Group companies(2)
|
| | | | — | | | | | | 74,131 | | | | | | — | | | | | | 10 | | | | | | (74,141) | | | | | | — | | |
Loans from Group companies(3)
|
| | | | — | | | | | | 16,486 | | | | | | — | | | | | | — | | | | | | (16,486) | | | | | | — | | |
Repayments of loans from Group companies(3)
|
| | | | — | | | | | | — | | | | | | (16,000) | | | | | | (335,000) | | | | | | 351,000 | | | | | | — | | |
Other investing activities with third parties
|
| | | | 6,540,512 | | | | | | — | | | | | | — | | | | | | (109,249) | | | | | | — | | | | | | 6,431,263 | | |
Net cash generated from/(used in) financing activities
|
| | | | 6,540,512 | | | | | | 90,617 | | | | | | (16,000) | | | | | | (444,239) | | | | | | 260,373 | | | | | | 6,431,263 | | |
| | |
For the Year Ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Net cash (used in)/ generated from operating activities with third parties(4)
|
| | | | (97,125) | | | | | | (3,566) | | | | | | 2,415 | | | | | | 494,187 | | | | | | — | | | | | | 395,911 | | |
Investments in subsidiaries(2)
|
| | | | (25,487) | | | | | | (416,328) | | | | | | — | | | | | | — | | | | | | 441,815 | | | | | | — | | |
Loans to the Group companies(3)
|
| | | | (410,983) | | | | | | — | | | | | | (260,484) | | | | | | — | | | | | | 671,467 | | | | | | — | | |
Other investing activities with third parties
|
| | | | 1,161,428 | | | | | | (56,617) | | | | | | (4,938) | | | | | | (632,568) | | | | | | — | | | | | | 467,305 | | |
Net cash generated from/(used in) investing activities
|
| | | | 724,958 | | | | | | (472,945) | | | | | | (265,422) | | | | | | (632,568) | | | | | | 1,113,282 | | | | | | 467,305 | | |
Capital contribution from Group companies(2)
|
| | | | — | | | | | | 25,487 | | | | | | 416,328 | | | | | | — | | | | | | (441,815) | | | | | | — | | |
Loans from Group companies(3)
|
| | | | — | | | | | | 410,983 | | | | | | — | | | | | | 260,484 | | | | | | (671,467) | | | | | | — | | |
Other investing activities with third parties
|
| | | | 2,882,112 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,882,112 | | |
Net cash generated from financing activities
|
| | | | 2,882,112 | | | | | | 436,470 | | | | | | 416,328 | | | | | | 260,484 | | | | | | (1,113,282) | | | | | | 2,882,112 | | |
| | |
For the Year Ended December 31, 2019
|
| |||||||||||||||||||||||||||||||||
| | |
KANZHUN
LIMITED |
| |
Other
Subsidiaries |
| |
Primary
Beneficiary of VIE |
| |
VIE and
VIE’s Subsidiaries |
| |
Eliminations
|
| |
Consolidated
Total |
| ||||||||||||||||||
| | |
(in RMB thousands)
|
| |||||||||||||||||||||||||||||||||
Net cash used in operating activities with
third parties(4) |
| | | | (52,830) | | | | | | (12,304) | | | | | | (14,871) | | | | | | (25,658) | | | | | | — | | | | | | (105,663) | | |
Investments in subsidiaries(2)
|
| | | | (11,785) | | | | | | (43,041) | | | | | | — | | | | | | — | | | | | | 54,826 | | | | | | — | | |
Loans to the Group companies(3)
|
| | | | (184,511) | | | | | | — | | | | | | — | | | | | | — | | | | | | 184,511 | | | | | | — | | |
Other investing activities with third parties
|
| | | | (1,133,727) | | | | | | (18,092) | | | | | | (5,955) | | | | | | (66,029) | | | | | | — | | | | | | (1,223,803) | | |
Net cash used in investing activities
|
| | | | (1,330,023) | | | | | | (61,133) | | | | | | (5,955) | | | | | | (66,029) | | | | | | 239,337 | | | | | | (1,223,803) | | |
Capital contribution from Group companies(2)
|
| | | | — | | | | | | 11,785 | | | | | | 43,041 | | | | | | — | | | | | | (54,826) | | | | | | — | | |
Loans from Group companies(3)
|
| | | | — | | | | | | 184,511 | | | | | | — | | | | | | — | | | | | | (184,511) | | | | | | — | | |
Other investing activities with third parties
|
| | | | 889,879 | | | | | | — | | | | | | — | | | | | | 103,596 | | | | | | — | | | | | | 993,475 | | |
Net cash generated from financing activities
|
| | | | 889,879 | | | | | | 196,296 | | | | | | 43,041 | | | | | | 103,596 | | | | | | (239,337) | | | | | | 993,475 | | |
Exhibit
Number |
| |
Description
|
|
1.1*
|
| | Form of Underwriting Agreement | |
4.1**
|
| | | |
4.2
|
| | | |
4.3
|
| | | |
4.4
|
| | | |
5.1**
|
| | | |
8.1**
|
| | | |
8.2**
|
| | | |
23.1**
|
| | | |
23.2**
|
| | | |
23.3**
|
| | | |
24.1**
|
| | | |
99.1**
|
| | | |
107**
|
| | |
| | | | KANZHUN LIMITED | | |||
| | | | By: | | |
/s/ Peng Zhao
Name: Peng Zhao
Title: Chairman of the Board of Directors and Chief Executive Officer |
|
|
Signature
|
| |
Title
|
|
|
/s/ Peng Zhao
Peng Zhao
|
| |
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
/s/ Haiyang Yu
Haiyang Yu
|
| |
Director
|
|
|
/s/ Yu Zhang
Yu Zhang
|
| |
Director and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
/s/ Xu Chen
Xu Chen
|
| |
Director and Chief Marketing Officer
|
|
|
/s/ Tao Zhang
Tao Zhang
|
| |
Director and Chief Technology Officer
|
|
|
/s/ Xiehua Wang
Xiehua Wang
|
| |
Director and Vice President of Product
|
|
|
/s/ Charles Zhaoxuan Yang
Charles Zhaoxuan Yang
|
| |
Independent Director
|
|
|
/s/ Yonggang Sun
Yonggang Sun
|
| |
Independent Director
|
|
|
/s/ Yusheng Wang
Yusheng Wang
|
| |
Independent Director
|
|
| | | | Authorized U.S. Representative | | |||
| | | | Cogency Global Inc. | | |||
| | | | By: | | |
/s/ Colleen A. De Vries
Name: Colleen A. De Vries
Title: Senior Vice President on behalf of Cogency Global Inc. |
|
CLASS A SHARE CERTIFICATEHONG KONG SHARE REGISTER DATE OF ISSUECERTIFICATE NUMBERRUN/TFR. NO.REGISTERNUMBER OF SHARE(S)CODE:NUMBER OF SHARE(S):GIVEN UNDER THE SECURITIES SEAL OF THE COMPANY ON THE DATE OF ISSUE STATED ABOVE.DIRECTORNO TRANSFER OF THE WHOLE OR ANY PORTION OF THE ABOVE SHARE(S) CAN BE REGISTERED UNLESS ACCOMPANIED BY THIS SHARE CERTIFICATE.HONG KONG SHARE REGISTRAR: COMPUTERSHARE HONG KONG INVESTOR SERVICES LIMITED, SHOPS 1712-1716, 17TH FLOOR, HOPEWELL CENTRE, 183 QUEENS ROAD EAST, WANCHAI, HONG KONG.THIS IS TO CERTIFY THAT THE UNDERMENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID CLASS A ORDINARY SHARE(S) OF NOMINAL VALUE US$0.0001 PER SHARE IN THE SHARE CAPITAL OF KANZHUN LIMITED (THE COMPANY) AS DETAILED BELOW SUBJECT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY.KANZHUN LIMITED(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) V1.1 |
Exhibit 5.1
Our ref | VSL/753303-000007/25492206v3 |
KANZHUN LIMITED
18/F, GrandyVic Building
Taiyanggong Middle Road
Chaoyang District, Beijing 100020
People's Republic of China
16 December 2022
Dear Sirs
KANZHUN LIMITED
We have acted as Cayman Islands legal advisers to KANZHUN LIMITED (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain of the Company's class A ordinary shares of par value US$0.0001 each (the "Shares"), including Shares represented by American depositary shares (the "ADSs").
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
1.1 | The certificate of incorporation of dated 16 January 2014 issued by the Registrar of Companies in the Cayman Islands. |
1.2 | The fourteenth amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 21 May 2021 and effective immediately prior to the completion of the Company's initial public offering of ADSs representing its Shares (the "Prior Memorandum and Articles"). |
1.3 | The fifteenth amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 14 December 2022 and effective conditional upon and with effect from the consummation of the listing of the Shares on Th Stock Exchange of Hong Kong Limited (the "Memorandum and Articles"). |
1.4 | The minutes (the "A1 Minutes") of the meeting of the board of directors of the Company held on 9 October 2022 (the "A1 Meeting") and the minutes (the "Long Board Minutes" and together with the A1 Minutes, the "Minutes") of the meeting of the board of directors of the Company held on 14 December 2022 (the "Long Board Meeting" and together with the A1 Meeting, the "Meetings"). |
1.5 | The minutes ("AGM Minutes") of the general meeting of the shareholders of the Company held on 14 December 2022 (the "AGM"). |
1.6 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
1.7 | A certificate of good standing dated 13 December 2022, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
1.8 | The Registration Statement. |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
2.2 | All signatures, initials and seals are genuine. |
2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
3.2 | The authorised share capital of the Company, effective conditional upon and with effect from the consummation of the listing of the Shares on The Stock Exchange of Hong Kong Limited, shall be US$200,000 divided into (i) 1,800,000,000 Class A ordinary shares of a par value of US$0.0001 each and (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0001 each. |
3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
3.4 | The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. |
4 | Qualifications |
In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director's Certificate
16 December 2022
To: Maples and Calder (Hong Kong) LLP
26th Floor, Central Plaza
18 Harbour Road
Wanchai, Hong Kong
Dear Sirs
KANZHUN LIMITED (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
1 | The Memorandum and Articles remain in full force and effect and are unamended. |
2 | The Minutes are a true and correct record of the proceedings of the relevant Meetings, which were duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles. The resolutions set out in the Minutes were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
3 | The AGM Minutes are a true and correct record of the proceedings of the AGM, which was duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles. The resolutions set out in the AGM Minutes were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
4 | The authorised share capital of the Company is US$200,000 divided into 2,000,000,000 shares of a par value of US$0.0001 each comprising of (i) 1,750,000,000 Class A ordinary shares of a par value of US$0.0001 each, and (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0001, and (iii) 50,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Prior Memorandum and Articles of Association. |
5 | The authorised share capital of the Company, effective conditional upon and with effect from the consummation of the listing of the Shares on Th Stock Exchange of Hong Kong Limited, shall be US$200,000 divided into (i) 1,800,000,000 Class A ordinary shares of a par value of US$0.0001 each and (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0001 each. |
6 | The shareholders of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement. |
7 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the shareholders and directors (or any committee thereof) (duly convened and held in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written consent as the case may be. |
8 | The directors of the Company at the date of each Meeting and as at the date of this certificate were and are as follows: |
Zhao Peng
Yu Haiyang
Zhang Tao
Chen Xu
Zhang Yu
Sun Yonggang
Yang Zhaoxuan
Wang Xiehua
Wang Yusheng
9 | Each director considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions which are the subject of the Opinion. |
10 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company's property or assets. |
I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.
[signature page follows]
Signature: | /s/ Yu Zhang | |
Name: | Yu Zhang | |
Title: | Director |
Exhibit 8.2
Suite 509, Tower A, Corporate Square, 35 Financial Street, Xicheng District, Beijing 100033
Tel: 86 10 5776 3888 Fax: 86 10 5776 3777
December 16, 2022
To:
KANZHUN LIMITED
Suite #4-210, Governors Square,
23 Lime Tree Bay Avenue,
P.O. Box 32311,
Grand Cayman KY1-1209,
Cayman Islands
Re: Legal Opinion Regarding Certain PRC Law Matters
We are qualified lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue an opinion on the laws and regulations of the PRC (for the purposes of this opinion, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan).
We have acted as the PRC legal advisor of the KANZHUN LIMITED (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with the Company’s registration statement on Form F-3, including the base prospectus, all amendments or supplements thereto , and documents incorporated by reference therein (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the proposed offering of certain American depositary shares, each representing two Class A ordinary shares of par value US$0.0001 per share of the Company.
For the purpose of rendering this legal opinion (the “Opinion”), we have examined the originals or copies, certified or otherwise identified to our satisfaction, of documents provided to us by the PRC Companies, as defined below, and such other documents, corporate records, certificates, approvals, and other instruments as we have deemed necessary or advisable for the purposes of rendering the Opinion, including, without limitation, originals or copies of the agreements and certificates issued by the Government Agencies and officers of the Company (the “Documents”). During such examination, we have assumed that:
(a) | all Documents submitted to us as copies are identical to their originals and have not been varied, revoked, withheld, cancelled or superseded by some other documents or agreements or action of which we are not aware after due inquiry as of the date thereof; |
1 |
(b) | all signatures, seals and chops on such Documents are genuine; |
(c) | all parties in relation to any of the Documents aforesaid or to any other documents as referred to in this Opinion have the requisite power and authority to enter into, and have duly executed and delivered the Documents and performed their obligations hereunder, except those parties with respect to whose power and authority we have opined upon in the Opinion; |
(d) | the truthfulness, accuracy and completeness of all factual statements in the Documents submitted and made available to us up to the date of this Opinion. Where facts were not independently established by us, we have relied upon certificates issued by governmental agents and/or representatives of the Company and the PRC Companies with proper authority and upon representations, made by such persons in the course of our inquiry and consultation; |
(e) | all facts and Documents which may affect our opinions herein have been disclosed to us, and there has not been or will not be any omission in respect of such disclosure; |
(f) | all Governmental Authorizations as defined below, and other official statements and documentations were obtained from the competent PRC Government Agencies by lawful means; |
(g) | the Documents constitutes legal, valid, binding and enforceable obligations on the parties thereto (other than those governed by the PRC Laws or to which the PRC Laws are related); |
(h) | the governing law of the Documents is complied with in relation to their execution, delivery, performance or enforcement, and each of the Documents as defined below and other related documents is legal, valid, binding and enforceable in accordance with their respective governing laws in any and all respects; |
(i) | each of the parties (other than the PRC Companies) to the Documents has full power, authority and legal right to enter into and perform its obligations under the Documents, and has taken all necessary actions to authorize the execution, delivery and performance of the documents, except for those required by PRC Laws; |
(j) | there would be no factual or other arrangements between any of the parties which would modify or supersede any of the terms of Documents or otherwise affect our opinions set forth above; and |
(k) | all consents, licenses, permits, approvals, exemptions or authorizations required of or by, and any required registrations or filings with, any Government Agencies or regulatory body of any jurisdiction other than the PRC in connection with the transactions contemplated under the Documents have been obtained or made, and are in full force and effect as at the date thereof. |
2 |
We do not purport to be experts on or generally familiar with or qualified to express legal opinions based on the laws of any jurisdiction other than the PRC. Accordingly, we express or imply no opinion on the laws of any jurisdiction other than the PRC.
Section I Definition
Unless otherwise expressly prescribed in this Opinion, the following capitalized terms shall have the meanings ascribed to them below:
“Governmental Agency” | means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC, or any body exercising, or entitled to exercise, any administrative, judicial, legislative, law enforcement, regulatory, or taxing authority or power of a similar nature in the PRC. | |
“Governmental Authorization” | means any license, approval, consent, waiver, order, sanction, certificate, authorization, filing, declaration, disclosure, registration, exemption, permission, endorsement, annual inspection, clearance, qualification, permit or license by, from or with any Governmental Agency pursuant to any PRC Laws. | |
“PRC Companies” | means the entities as set forth in Schedule I. | |
“PRC Laws” | means all published or promulgated laws, rules, regulations, statutes, orders, decrees, judicial interpretations, opinions, guidelines, notices or circulars currently in effect and publicly available in the PRC (for the purposes of this opinion, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan Province) as of the date hereof |
Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.
3 |
Section II Opinions
Based upon and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinions on the date hereof that:
1) | Taxation. The statements made in the Registration Statement under the caption “Taxation”, with respect to the PRC Laws, are correct and accurate in all material respects. |
This Opinion relates only to PRC Laws and we express no opinion as to any laws other than PRC Laws. PRC Laws referred to herein are laws currently in force as of the date of this Opinion and there is no guarantee that any of such PRC Laws, or the interpretation thereof or enforcement therefor, will not be changed, amended or revoked in the immediate future or in the longer term with or without retroactive effect.
We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name in the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
4 |
Yours faithfully, | ||
/s/ Tian Yuan Law Firm | ||
Tian Yuan Law Firm |
5 |
Schedule I
List of PRC Companies
No. | PRC Companies |
1. | Beijing Glorywolf Co., Ltd. (北京歌利沃夫企业管理有限公司) |
2. | Shanghai Glorywolf Co., Ltd. (上海歌利沃夫企业管理有限公司) |
3. | Beijing Huapin Borui Network Technology Co., Ltd. (北京华品博睿网络技术有限公司) |
4. | Beijing Renjuren Network Technology Co., Ltd. (北京人聚人网络技术有限公司) |
5. | Beijing Huaye Jishi Network Technology Co., Ltd. (北京华业基石网络技术有限公司) |
6. | Hangzhou Zhipin Technology Co., Ltd. (杭州直品科技有限公司) |
7. | Chongqing Mika Awen Information Technology Co., Ltd. (重庆米卡阿文信息技术有限公司) |
8. | Hainan Huapin Borui Network Technology Co., Ltd. (海南华品博睿网络技术有限公司) |
9. | Beijing Xinxian Juzi Network Technology Co., Ltd. (北京新鲜橘子网络科技有限公司) |
10. | Beijing Baosi Film and Television Co., Ltd. (北京豹思影视有限公司) |
11. | Beijing Zhizhu Biji Network Technology Co., Ltd. (北京蜘蛛笔记网络技术有限公司) |
12. | Guangdong Hengqin Huapin Borui Network Technology Co., Ltd. (广东横琴华品博睿网络技术有限公司) |
13. | Beijing Qihui Ruituo Consulting Co., Ltd. (北京奇汇锐拓咨询有限公司) |
14. | Beijing Hongzhou Human Recourses Co., Ltd. (北京泓舟人力资源有限公司) |
15. | Beijing Qizheng Yuncheng Technology Co., Ltd. (北京奇正允诚科技有限公司) |
Schedule I
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of KANZHUN LIMITED of our report dated April 28, 2022 relating to the financial statements, which appears in KANZHUN LIMITED’s Annual Report on Form 20-F for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the People’s Republic of China
December 16, 2022
Exhibit 99.1
Date: December 16, 2022
KANZHUN LIMITED
18/F, GrandyVic Building, Taiyanggong Middle Road
Chaoyang District, Beijing 100020
People’s Republic of China
Re: KANZHUN LIMITED
Ladies and Gentlemen,
We understand that KANZHUN LIMITED (the “Company”) plans to file a registration statement on Form F-3 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”).
We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the “Reports”), and any subsequent amendments to the Reports, as well as the citation of our research reports and amendments thereto, in the Registration Statement and any amendments, prospectus supplements, or documents incorporated by reference thereto, in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F or Form 6-K or other SEC filings (collectively, the “SEC Filings”), on the websites of the Company and its subsidiaries and affiliates, in institutional and retail road shows and other activities in connection with the Registration Statement (including any prospectu supplement thereto), and in other publicity materials.
We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings.
Yours faithfully,
For and on behalf of
China Insights Industry Consultancy Limited
/s/ Julia Zhu | ||
Name: | Julia Zhu | |
Title/Position: | Partner |
Exhibit 107
Calculation of Filing Fee Table
Form F-3
(Form Type)
KANZHUN LIMITED
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Equity | Class A ordinary shares, par value US$0.0001 per share(1)(3) | Rule 457(r) | (2) | (2) | (2) | (2) | (2) | ||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||
Total Offering Amounts | (2) | (2) | ||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||
Net Fee Due | (2) |
(1) | Includes securities initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. These securities are not being registered for the purposes of sales outside of the United States. |
(2) | An indeterminate aggregate number of securities is being registered as may from time to time be sold at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. |
(3) | American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-256721). Each American depositary share represents two Class A ordinary shares. |
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