☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
American depositary shares (each ADS represents two of our Class A ordinary shares, par value US$0.0001 per share) |
BZ |
|||
s, par value US$0.0001 per share* |
* |
Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of American depositary shares. |
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Emerging growth company ☒ |
U.S. GAAP ☒ |
International Financial Reporting Standards as issued |
Other ☐ | ||||||
by the International Accounting Standards Board ☐ |
Page |
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3 |
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4 |
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Item 1. |
4 |
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Item 2. |
4 |
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Item 3. |
4 |
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Item 4. |
72 |
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Item 4A. |
104 |
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Item 5. |
104 |
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Item 6. |
116 |
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Item 7. |
126 |
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Item 8. |
127 |
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Item 9. |
129 |
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Item 10. |
129 |
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Item 11. |
145 |
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Item 12. |
146 |
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149 |
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Item 13. |
149 |
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Item 14. |
149 |
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Item 15. |
149 |
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Item 16A. |
151 |
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Item 16B. |
151 |
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Item 16C. |
151 |
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Item 16D. |
151 |
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Item 16E. |
151 |
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Item 16F. |
151 |
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Item 16G. |
152 |
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Item 16H. |
152 |
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Item 16I. |
152 |
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153 |
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Item 17. |
153 |
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Item 18. |
153 |
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Item 19. |
153 |
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155 |
• | “ADRs” are to the American depositary receipts that may evidence the ADSs; |
• | “ADSs” are to the American depositary shares, each of which represents two Class A ordinary shares; |
• | “AI” are to artificial intelligence; |
• | “blue-collar workers” are to people who perform manual or service-related work in the secondary sectors such as manufacturing and construction industry and the tertiary sector such as accommodation and catering industry, and local life service industry; |
• | “Boss” are to executives or middle-level managers of large enterprises and SME and micro business owners; |
• | “BVI” are to the British Virgin Islands; |
• | “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; |
• | “Class A ordinary shares” are to our Class A ordinary shares, par value US$0.0001 per share; |
• | “Class B ordinary shares” are to our Class B ordinary shares, par value US$0.0001 per share; |
• | “DAU” are to the number of verified user accounts, including both job seekers and enterprise users, that logged on to our mobile applications in a given day at least once; |
• | “enterprise users” are to Bosses and recruiting professionals; |
• | “gold-collar workers” are to people who perform professional, desk, managerial, or administrative work with an annual salary above RMB250,000; |
• | “Kanzhun,” “we,” “us,” “our company” and “our” are to KANZHUN LIMITED, our Cayman Islands holding company and its subsidiaries, and in the context of describing our operations and consolidated financial information, the VIE in China, including but not limited to Beijing Huapin Borui Network Technology Co., Ltd.; |
• | “key accounts” are to paid enterprise customers who contributed RMB50,000 or more of revenues to us in a twelve-month period ended on the end of a given period; |
• | “MAU” are to the number of verified user accounts, including both job seekers and enterprise users, that logged on to our mobile applications in a given month at least once; |
• | “mid-sized customers” are to paid enterprise customers who contributed between RMB5,000 and RMB50,000 of revenues to us a twelve-month period ended on the end of a given period; |
• | “our WFOE” are to Beijing Glorywolf Co., Ltd.; |
• | “online recruitment platform” are to our mobile applications, mini programs and websites; |
• | “paid enterprise customers” in a given period are to enterprise users and company accounts from which we recognize revenues for our online recruitment services in that period; |
• | “RMB” and “Renminbi” are to the legal currency of China; |
• | “shares” or “ordinary shares” are to our Class A and Class B ordinary shares, par value US$0.0001 per share; |
• | “SME” are to small and medium-sized enterprises; |
• | “US$,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; |
• | “white-collar workers” are to people who perform professional, desk, managerial, or administrative work with an annual salary equal or below RMB250,000; and |
• | “VIE” are to variable interest entity, and “the VIE” are to Beijing Huapin Borui Network Technology Co., Ltd. |
• | our mission, goals and strategies; |
• | our future business development, financial condition and results of operations; |
• | the expected growth of the online recruitment service industry in China; |
• | our expectations regarding the prospects of our business model and demand for and market acceptance of our services; |
• | our expectations regarding maintaining and strengthening our relationships with users, business partners and other stakeholders; |
• | competition in our industry; |
• | relevant government policies and regulations relating to our industry; |
• | general economic and business conditions globally and in China; |
• | assumptions underlying or related to any of the foregoing; |
• | the outcome of any current and future litigation or legal or administrative proceedings; and |
• | other factors described under “Item 3. Key Information—D. Risk Factors.” |
Item 1. |
Identity of Directors, Senior Management and Advisers |
Item 2. |
Offer Statistics and Expected Timetable |
Item 3. |
Key Information |
• | receive the economic benefits that could potentially be significant to the VIE in consideration for the services provided by our subsidiaries; |
• | exercise effective control over the VIE; and |
• | hold an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. |
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 | % | ||
|
|
(1) | For purposes of this example, the tax calculation has been simplified. |
(2) | The hypothetical pre-tax earnings are assumed to equal taxable income in China, without considering timing differences. Under the terms of contractual agreements with the VIE, our WFOE may charge the VIE for services provided to the VIE. These service fees shall be recognized as expenses of the VIE, with a corresponding amount recorded as service income by our WFOE and eliminated in consolidation. For income tax purposes, our WFOE and the VIE file income tax returns on a separate company basis and the above service fees are tax neutral. |
(3) | The VIE qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective. |
(4) | The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. |
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 |
— | 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 |
— | — | — | 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 | ) (5) |
— | (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 | ) (5) |
— | — | — | 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 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | It represents the elimination of inter-company service fees charged by other subsidiaries to the VIE. For the years ended December 31, 2019, 2020 and 2021, the primary beneficiary of the VIE didn’t charge any service fees according to the exclusive technology development, consulting and service agreement. |
(2) | It represents the elimination of investments in subsidiaries and the VIE. |
(3) | It represents the elimination of inter-company balances and loan financing. |
(4) | For the years ended December 31, 2019, 2020 and 2021, there were no inter-company operating cash flows. |
(5) | The amounts for the years ended December 31, 2020 and 2019, respectively, have been corrected from previously disclosed in the parent company’s footnote to financial statements for the years ended December 31, 2020 and 2019, due to a classification error between operating activities and investing activities presentation. Parent company disclosures in the consolidated financial statements are no longer required as of December 31, 2021. |
A. |
[Reserved] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | If we fail to implement new technologies, develop and provide innovative features and services, respond to evolving user preferences, enhance user friendliness of our online recruitment platform, or optimize our technology systems, we may not be able to improve user experience, which may have a material and adverse effect on our user growth and retention, business, financial condition and results of operations. |
• | Our business depends on the continued success of our brands, and if we fail to maintain and enhance the recognition of our brands cost-effectively, or the recognition of our brands is adversely affected by any negative publicity concerning us or our directors, management, shareholders or business partners, our reputation and operating results may be harmed. |
• | We face significant competition in China’s dynamic online recruitment service market, and potential market entries by established players from other industries may make competition even more fierce. Our market share, financial condition and results of operations may be materially and adversely affected if we are unable to compete effectively. |
• | We have a limited operating history and generated net losses in 2019, 2020 and 2021, and we may not be able to sustain and manage our growth, control our costs and expenses, implement our business strategies or achieve profitability in the future. Any new product or service we may launch and any new market sectors we may enter will come with additional risks. |
• | If our technology capabilities in AI and big data analytics fail to yield satisfactory results or fail to improve, our online recruitment platform may not be able to effectively match our job seekers with suitable enterprise users or to optimally recommend services for our users, and our user growth, retention, results of operations and business prospects may suffer consequently. |
• | A slowdown or adverse development in the Chinese or global economy still under COVID-19’s impact may lower the hiring willingness and budget of our current and potential enterprise users, adversely affecting the demand for our products and services and our business in general. |
• | Our users may engage in intentional or negligent misconduct or other improper activities on our online recruitment platform or otherwise misuse our online recruitment platform, which may damage our brand image and reputation, our business and our results of operations. |
• | Because we store and process data, some of which contains sensitive personal information, we face concerns over the collection, improper use or disclosure of personal information, which could deter current and potential users from using our services, damage our reputation, result in legal liability, bring regulatory scrutiny, and in turn materially and adversely affect our business, financial condition and results of operations. |
• | Our business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and information security. Any failure or perceived failure to comply with these laws and regulations could result in penalties, claims, changes to our business practices, negative publicity, legal proceedings, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business. We are currently subject to cybersecurity review by regulatory authorities in China, which could materially and adversely affect our business, results of operations and financial condition. |
• | We are a Cayman Islands holding company with no equity ownership in the VIE and we conduct our operations in China primarily through the VIE, with which we have maintained contractual arrangements. Investors in our ADSs thus are not purchasing equity interest in the VIE in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, the VIE and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole. |
• | The contractual arrangements with the VIE and its shareholders may not be as effective as direct ownership in providing operational control. |
• | Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business. |
• | Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations. |
• | Uncertainties with respect to the PRC legal system could adversely affect us. |
• | The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs. |
• | The approval of or filing and reporting with the CSRC or other PRC government authorities may be required in connection with our overseas offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing or reporting procedures. |
• | The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections. |
• | Our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. |
• | The trading price of the ADSs has been and may be volatile, which could result in substantial losses to investors. |
• | Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our ADSs may view as beneficial. |
• | The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs. |
• | If securities or industry analysts do not publish research or publishes inaccurate or unfavorable research about our business, or if they adversely change their recommendations regarding the ADSs, the market price for our ADSs and trading volume could decline. |
• | limited brand recognition (compared with our established products and services or market sectors); |
• | costs incurred in product and service development and marketing; |
• | lack of experience and expertise in connection with the new product and service or market vertical; |
• | adjustment to the preferences and customs of a different group of users; |
• | compliance with potential new regulations and policies; |
• | difficulties in managing upsized operations and maintaining operational efficiency; and |
• | competition with new competitors, including those with a more established local presence. |
• | delay or impede our development of new services, |
• | result in negative publicity, increase our operating costs, |
• | require significant management time and attention, and |
• | subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or cease existing business practices. |
• | our market position and competitiveness in the industry where we operate; |
• | our future profitability, overall financial condition, results of operations and cash flows; |
• | general market conditions for capital raising activities by online recruitment services companies in China; and |
• | economic, political and other conditions in China. |
• | revoking the business licenses and/or operating licenses of our PRC entities; |
• | imposing fines on us; |
• | confiscating any of our income that they deem to be obtained through illegal operations, or imposing other requirements with which we or the VIE may not be able to comply; |
• | discontinuing or placing restrictions or onerous conditions on our operations; |
• | placing restrictions on our right to collect revenues; |
• | shutting down our servers or blocking our online recruitment platform; |
• | requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIE; |
• | restricting or prohibiting our use of the proceeds from our financing activities to finance the business and operations of the VIE; or |
• | taking other regulatory or enforcement actions that could be harmful to our business. |
• | actual or anticipated variations in our revenues, earnings and cash flow; |
• | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; |
• | fluctuations in key operating metrics; |
• | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
• | announcements of new offerings, solutions and expansions by us or our competitors; |
• | announcements of studies and reports relating to the quality of the services offered in our online recruitment platform or similar platforms of our competitors; |
• | failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; |
• | detrimental adverse publicity about us, our services or our industry; |
• | announcements of new regulations, rules or policies relevant to our business; |
• | additions or departures of key personnel; |
• | release of lockup or other transfer restrictions on our outstanding equity securities or sales or perceived potential sales of additional equity securities; |
• | potential litigation or regulatory investigations; and |
• | other events or factors, including those resulting from war, epidemics, incidents of terrorism or responses to these events. |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; |
• | the selective disclosure rules by issuers of material nonpublic information under Regulation FD; and |
• | certain audit committee independence requirements in Rule 10A-3 of the Exchange Act. |
• | we have failed to timely provide the depositary with notice of the meeting and related voting materials; |
• | we have instructed the depositary that we do not wish a discretionary proxy to be given; |
• | we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; |
• | we have informed the depositary that a matter to be voted on at the meeting may have a material adverse impact on shareholders; or |
• | the voting at the meeting is to be made on a show of hands. |
Item 4. |
Information on the Company |
A. |
History and Development of the Company |
B. |
Business Overview |
• | We launched Project Inclusive |
• | We have also been exploring ways to connect people in impoverished areas to job opportunities leveraging the power of internet. We have helped people from 52 such counties to find jobs. We believe our supportive efforts in this strengthened our ties with the communities we serve, and consolidated our long-standing value in being socially responsible. |
• | We are environmentally conscious. We have made donations to the Qinghai Hoh Xil Nature Reserve ecological protection fund, which aims to protect the safety of patrol officers in fighting illegal activities such as poaching and illegal mining. |
• | We believe it is our responsibility to stand out in difficult times and our commitment to society is embodied in our efforts during the COVID-19 outbreak and disaster relief. We proactively supported China’s nationwide efforts to contain the spread of COVID-19 and made donations to support the communities. We also made donations to communities affected by the Zhengzhou flooding. |
• | We filmed a short documentary Women are Amazing 了不起 ) spotlighting the individual career journeys of women with different experiences, career paths and life stories to provide a window into the experiences of women from all walks of life. By exploring their stories and building personal connection, we helped drive the awareness of women’s irreplaceable roles in and significant contribution to the society. |
C. |
Organizational Structure |
(1) | Shareholders of the VIE and their respective shareholdings in the VIE and relationships with our company are (i) Mr. Peng Zhao 99.5%, our Founder, Chairman and Chief Executive Officer; and (ii) Ms. Xu Yue 0.5%, our employee. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of the VIE may have actual or potential conflicts of interest with us.” |
• | the ownership structures of the VIE and our WFOE in China are not in violation of applicable mandatory PRC laws and regulations currently in effect; and |
• | the agreements under the contractual arrangements between our WFOE, the VIE and its shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of applicable PRC laws and regulations currently in effect. |
D. |
Property, Plants and Equipment |
Item 4A. |
Unresolved Staff Comments |
Item 5. |
Operating and Financial Review and Prospects |
A. |
Operating Results |
• | China’s overall economic growth and development, along with its structural transformation into a service-based and technology-driven economy; |
• | greater challenges in hiring leading to the increasing adoption of recruitment services; |
• | digitalization of the recruitment industry; |
• | the emergence of the direct recruitment model; |
• | growth of the blue-collar sector; |
• | the high growth potential in online penetration among employers, in particular Bosses; |
• | competitive landscape of China’s online recruitment service industry and our market position therein; and |
• | government policies and regulations affecting China’s internet industry as well as online recruitment service industry. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||||||
Online recruitment services to enterprise customers |
986,859 | 98.8 | 1,927,178 | 99.1 | 4,219,026 | 662,057 | 99.1 | |||||||||||||||||||||
Others |
11,861 | 1.2 | 17,181 | 0.9 | 40,102 | 6,293 | 0.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
998,720 |
100.0 |
1,944,359 |
100.0 |
4,259,128 |
668,350 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||||||
Sales and marketing expenses: |
||||||||||||||||||||||||||||
Advertising expenses |
538,940 | 54.0 | 812,415 | 41.8 | 997,650 | 156,553 | 23.4 | |||||||||||||||||||||
Payroll and other employee-related expenses |
335,912 | 33.6 | 470,644 | 24.2 | 823,399 | 129,209 | 19.3 | |||||||||||||||||||||
Others |
41,980 | 4.2 | 64,473 | 3.3 | 121,621 | 19,085 | 2.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
916,832 |
91.8 |
1,347,532 |
69.3 |
1,942,670 |
304,847 |
45.6 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Online recruitment services to enterprise customers |
986,859 | 98.8 | 1,927,178 | 99.1 | 4,219,026 | 662,057 | 99.1 | |||||||||||||||||||||
Others |
11,861 | 1.2 | 17,181 | 0.9 | 40,102 | 6,293 | 0.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
998,720 |
100.0 |
1,944,359 |
100.0 |
4,259,128 |
668,350 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating cost and expenses |
||||||||||||||||||||||||||||
Cost of revenues (1) |
(137,812 | ) | (13.8 | ) | (240,211 | ) | (12.4 | ) | (554,648 | ) | (87,036 | ) | (13.0 | ) | ||||||||||||||
Sales and marketing expenses (1) |
(916,832 | ) | (91.8 | ) | (1,347,532 | ) | (69.3 | ) | (1,942,670 | ) | (304,847 | ) | (45.6 | ) | ||||||||||||||
Research and development expenses (1) |
(325,569 | ) | (32.6 | ) | (513,362 | ) | (26.4 | ) | (821,984 | ) | (128,987 | ) | (19.3 | ) | ||||||||||||||
General and administrative expenses (1) |
(132,999 | ) | (13.3 | ) | (797,008 | ) | (41.0 | ) | (1,991,123 | ) | (312,451 | ) | (46.7 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total operating cost and expenses |
(1,513,212 |
) |
(151.5 |
) |
(2,898,113 |
) |
(149.1 |
) |
(5,310,425 |
) |
(833,321 |
) |
(124.6 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other operating income, net |
2,573 | 0.3 | 8,849 | 0.5 | 14,977 | 2,350 | 0.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss from operations |
(511,919 |
) |
(51.2 |
) |
(944,905 |
) |
(48.6 |
) |
(1,036,320 |
) |
(162,621 |
) |
(24.2 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investment income |
9,718 | 1.0 | 9,095 | 0.5 | 24,744 | 3,883 | 0.6 | |||||||||||||||||||||
Financial income, net |
145 | 0.0 | 3,098 | 0.2 | 9,735 | 1,528 | 0.2 | |||||||||||||||||||||
Foreign exchange gain/(loss) |
1 | 0.0 | (5,074 | ) | (0.3 | ) | (1,961 | ) | (308 | ) | (0.0 | ) | ||||||||||||||||
Other expenses, net |
— | — | (4,109 | ) | (0.2 | ) | (7,745 | ) | (1,215 | ) | (0.2 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss before income tax expense |
(502,055 |
) |
(50.2 |
) |
(941,895 |
) |
(48.4 |
) |
(1,011,547 |
) |
(158,733 |
) |
(23.6 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income tax expense |
— | — | — | — | (59,527 | ) | (9,341 | ) | (1.4 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss |
(502,055 |
) |
(50.2 |
) |
(941,895 |
) |
(48.4 |
) |
(1,071,074 |
) |
(168,074 |
) |
(25.0 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Share-based compensation expenses were allocated as follows: |
For the Year Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Share-based compensation expenses |
||||||||||||||||
Cost of revenues |
944 | 1,920 | 31,467 | 4,938 | ||||||||||||
Sales and marketing expenses |
8,443 | 21,473 | 73,733 | 11,570 | ||||||||||||
Research and development expenses |
13,595 | 30,883 | 137,820 | 21,627 | ||||||||||||
General and administrative expenses |
11,268 | 602,960 | 1,680,626 | 263,727 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
34,250 |
657,236 |
1,923,646 |
301,862 |
||||||||||||
|
|
|
|
|
|
|
|
B. |
Liquidity and Capital Resources |
For the Year Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Net cash (used in)/generated from operating activities |
(105,663 | ) | 395,911 | 1,641,381 | 257,568 | |||||||||||
Net cash (used in)/generated from investing activities |
(1,223,803 | ) | 467,305 | (601,862 | ) | (94,445 | ) | |||||||||
Net cash generated from financing activities |
993,475 | 2,882,112 | 6,431,263 | 1,009,206 | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
43,113 | (154,480 | ) | (127,227 | ) | (19,965 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (decrease)/increase in cash and cash equivalents |
(292,878 |
) |
3,590,848 |
7,343,555 |
1,152,364 |
|||||||||||
Cash and cash equivalents at the beginning of the year |
700,233 | 407,355 | 3,998,203 | 627,405 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at the end of the year |
407,355 |
3,998,203 |
11,341,758 |
1,779,769 |
||||||||||||
|
|
|
|
|
|
|
|
Payment Due by Period |
||||||||||||||||||||
Total |
Less than 1 year |
1–3 years |
3–5 years |
More than 5 years |
||||||||||||||||
(in RMB thousands) |
||||||||||||||||||||
Operating lease obligations |
338,319 | 131,573 | 143,969 | 60,943 | 1,834 | |||||||||||||||
Advertising commitments |
132,139 | 119,587 | 12,552 | — | — |
C. |
Research and Development, Patents and Licenses, etc. |
D. |
Trend Information |
E. |
Critical Accounting Estimates |
• | Fair value of ordinary shares on the grant date (US$)—The fair value of the ordinary share prior to our initial public offering (“IPO”) was estimated based on the following assumptions: |
• | Weighted average cost of capital, or WACC: The WACCs were determined in consideration of factors including risk-free rate, comparative industry risk, equity risk premium, company size and non-systematic risk factors. |
• | Discount for lack of marketability, or DLOM: DLOM was quantified by the protective put options mode. Under this option-pricing method, which assumed that the put option is struck at the price of the stock before the privately held shares can be sold, the cost of the put option was considered as a basis to determine the DLOM. |
• | Risk-free interest rate: The risk-free rate was estimated based on the market yield of U.S. Treasury with a maturity life that corresponds with the expected term. |
• | Expected term: Expected term is the contractual life of the options. |
• | Expected dividend yield: We have no history of paying cash dividends on our ordinary shares and do not expect to pay dividends in the foreseeable future. |
• | Expected volatility: Expected volatility was estimated based on the average volatility of comparable companies in the same industry. The volatility of each comparable company was based on the historical daily stock prices for a period with length commensurate to the remaining maturity life of the share options. |
• | Expected early exercise multiple: Expected early exercise multiple was estimated by reference to a widely accepted academic research publication. |
Item 6. |
Directors, Senior Management and Employees |
A. |
Directors and Senior Management |
Directors and Executive Officers |
Age |
Position/Title | ||
Peng Zhao |
51 | Chairman of the Board of Directors and Chief Executive Officer | ||
Xin Xu |
55 | Director | ||
Haiyang Yu |
39 | Director | ||
Yu Zhang |
44 | Director and Chief Financial Officer | ||
Xu Chen |
46 | Director and Chief Marketing Officer | ||
Tao Zhang |
40 | Director and Chief Technology Officer | ||
Charles Zhaoxuan Yang |
38 | Independent Director | ||
Yonggang Sun |
51 | Independent Director |
B. |
Compensation |
Name |
Ordinary Shares Underlying Options and Restricted Share Units |
Exercise Price (US$/Share) |
Date of Grant |
Date of Expiration |
||||||||||||
Yu Zhang |
9,000,000 | 0.7~5.33 | |
May 18, 2019 to June 1, 2021 |
|
|
May 18, 2029 to June 1, 2031 |
| ||||||||
Xu Chen |
* | 0.5~3.0807 | |
September 22 2017, to February 18, 2021 |
|
|
September 22, 2027 to February 18, 2031 |
| ||||||||
Tao Zhang |
* | 0.5~3.0807 | |
June 26 2017 to October 16, 2020 |
|
|
June 26 , 2027 to October 16, 2030 |
| ||||||||
Charles Zhaoxuan Yang |
* | 0.0001 | 2021/7/10 | 2031/7/10 | ||||||||||||
Yonggang Sun |
* | 0.0001 | 2021/7/10 | 2031/7/10 | ||||||||||||
All directors and executive officers as a group |
13,204,424 |
* | Less than 1% of our total ordinary shares issued and outstanding as of February 28, 2022. |
C. |
Board Practices |
• | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
• | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
• | discussing the annual audited financial statements with management and the independent auditors; |
• | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
• | reviewing and approving all proposed related party transactions; |
• | meeting separately and periodically with management and the independent auditors; and |
• | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
• | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
• | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; |
• | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and |
• | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
• | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
• | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; |
• | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
• | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
• | convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings, and as a Cayman Islands exempted company, we are not required to hold annual elections of directors; |
• | declaring dividends and distributions; |
• | appointing officers and determining the term of office of the officers; |
• | exercising the borrowing powers of our company and mortgaging the property of our company; and |
• | approving the transfer of shares in our company, including the registration of such shares in our register of members. |
Board Diversity Matrix (As of February 28, 2022) | ||
Country of Principal Executive Offices |
PRC | |
Foreign Private Issuer |
Yes | |
Disclosure Prohibited Under Home Country Law |
No | |
Total Number of Directors |
8 |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
|||||||||||||
Part I: Gender Identity |
| |||||||||||||||
Directors |
1 | 7 | 0 | 0 | ||||||||||||
Part II: Demographic Background |
||||||||||||||||
Underrepresented Individual in Home Country Jurisdiction |
0 | |||||||||||||||
LGBTQ+ |
0 | |||||||||||||||
Did Not Disclose Demographic Background |
0 |
D. |
Employees |
Function |
Number |
|||
Sales and marketing |
2,177 | |||
Research and development |
1,169 | |||
Operations |
1,233 | |||
General administration |
261 | |||
Total |
4,840 |
E. |
Share Ownership |
• | each of our directors and executive officers; and |
• | each of our principal shareholders who beneficially own 5% or more of our total issued and outstanding shares. |
Ordinary Shares Beneficially Owned |
||||||||||||||||||||
Class A ordinary Shares |
Class B ordinary Shares |
Total ordinary shares on an as converted basis |
% |
% of aggregate voting power† |
||||||||||||||||
Directors and Officers**: |
||||||||||||||||||||
Peng Zhao (1) |
— | 140,830,401 | 140,830,401 | 16.2 | 74.3 | |||||||||||||||
Xin Xu (2) |
72,146,540 | — | 72,146,540 | 8.3 | 2.5 | |||||||||||||||
Haiyang Yu |
— | — | — | — | — | |||||||||||||||
Yu Zhang |
* | — | * | * | * | |||||||||||||||
Xu Chen |
* | — | * | * | * | |||||||||||||||
Tao Zhang |
* | — | * | * | * | |||||||||||||||
Charles Zhaoxuan Yang |
* | — | * | * | * | |||||||||||||||
Yonggang Sun |
* | — | * | * | * | |||||||||||||||
All directors and officers as a group |
84,365,694 | 140,830,401 | 225,196,095 | 25.9 | 77.3 | |||||||||||||||
Principal Shareholders: |
||||||||||||||||||||
TECHWOLF LIMITED (1) |
— | 140,830,401 | 140,830,401 | 16.2 | 74.3 | |||||||||||||||
CTG Evergreen Investment entities (2) |
72,146,540 | — | 72,146,540 | 8.3 | 2.5 | |||||||||||||||
Image Frame Investment (HK) Limited (3) |
71,838,119 | — | 71,838,119 | 8.3 | 2.5 | |||||||||||||||
Banyan Partners Fund II, L.P. (4) |
52,703,553 | — | 52,703,553 | 6.1 | 1.9 | |||||||||||||||
Ceyuan Ventures entities (5) |
46,456,782 | — | 46,456,782 | 5.3 | 1.6 | |||||||||||||||
Coatue PE Asia 26 LLC (6) |
46,149,264 | — | 46,149,264 | 5.3 | 1.6 |
* | Less than 1% of our total ordinary shares on an as-converted basis outstanding as of February 28, 2022. |
** | Except as indicated otherwise below, the business address of our directors and executive officers is 18/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing 100020, People’s Republic of China. |
† | For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class. Each holder of our Class A ordinary shares is entitled to one vote per share. Each holder of our Class B ordinary shares is entitled to 15 votes per share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one |
(1) | Represents 140,830,401 Class B ordinary shares held by TECHWOLF LIMITED, a British Virgin Islands company. The entire interest in TECHWOLF LIMITED is held by a trust established by Mr. Peng Zhao as the settlor for the benefit of Mr. Zhao and his family. The registered office address of TECHWOLF LIMITED is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. |
(2) | Represents (i) 68,539,875 Class A ordinary shares held by CTG Evergreen Investment X Limited, a British Virgin Islands company, and (ii) 3,606,665 Class A ordinary shares held by CTG Evergreen Investment R Limited, a British Virgin Islands company. Both CTG Evergreen Investment X Limited and CTG Evergreen Investment R Limited (the “CTG Evergreen Investment entities”) are controlled by Capital Today Evergreen Fund, L.P., whose general partner is Capital Today Evergreen GenPar LTD., a Cayman Islands company. Capital Today Evergreen GenPar LTD. is controlled by Ms. Xin Xu. The registered address of the CTG Evergreen Investment entities is 263 Main Street, Road Town, Tortola, British Virgin Islands. Ms. Xin Xu disclaims the beneficial ownership with respect to the shares held by the CTG Evergreen Investment entities except to the extent of her pecuniary interest therein. |
(3) | Represents 71,838,119 Class A ordinary shares held by Image Frame Investment (HK) Limited, a company incorporated in Hong Kong, as reported in a Schedule 13G amendment jointly filed Image Frame Investment (HK) Limited and Tencent Holdings Limited on February 10, 2022. Image Frame Investment (HK) Limited is a subsidiary of Tencent Holdings Limited, a public company listed on the Hong Kong Stock Exchange (SEHK: 0700). The registered address of Image Frame Investment (HK) Limited is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. |
(4) | Represents 52,703,553 Class A ordinary shares held by Banyan Partners Fund II, L.P., an exempted limited partnership formed under the law of the Cayman Islands, as reported in a Schedule 13G amendment jointly filed Banyan Partners Fund II, L.P. and Banyan Partners II Ltd. on February 11, 2022. The general partner of Banyan Partners Fund II, L.P. is Banyan Partners II Ltd., a Cayman Islands company. Messrs. Zhen Zhang, Bin Yue and Xiang Gao are the shareholders of Banyan Partners II Ltd.. The registered address of Banyan Partners Fund II, L.P. is Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. |
(5) | Represents (i) 44,844,732 Class A ordinary shares held by Ceyuan Ventures III, L.P., an exempted limited partnership formed under the law of the Cayman Islands, and (ii) 1,612,050 Class A ordinary shares held by Ceyuan Ventures Advisors Fund III, LLC, a Cayman Islands company. Ceyuan Ventures III, L.P. and Ceyuan Ventures Advisors Fund III, LLC (the “Ceyuan Ventures entities”) are under the common control of Ceyuan Ventures Management III, LLC, which is the general partner of Ceyuan Ventures III, L.P. and sole director of Ceyuan Ventures Advisors III, LLC. Mr. Bo Feng holds 100% of the voting power in Ceyuan Ventures Management III, LLC. The registered address of the Ceyuan Ventures entities is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
(6) | Represents 46,149,264 Class A ordinary shares held by Coatue PE Asia 26 LLC, a Delaware limited liability company, as reported in a Schedule 13G amendment jointly filed Coatue Management, L.L.C., Coatue PE Asia 26 LLC and Philippe Laffont on February 11, 2022. Coatue PE Asia 26 LLC is managed by Coatue Management, L.L.C., a Delaware limited liability company, as the investment manager. The sole owner of Coatue Management, L.L.C. is Coatue Management Partners L.P., a Delaware limited partnership. Coatue Management Partners GP L.L.C., a Delaware limited liability company, serves as the general partner of Coatue Management Partners L.P.. Mr. Philippe Laffont serves as managing member of Coatue Management Partners GP L.L.C.. The business address of Coatue PE Asia 26 LLC is 251 Little Falls Drive, Wilmington, Delaware 19808. |
Item 7. |
Major Shareholders and Related Party Transactions |
A. |
Major Shareholders |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel |
Item 8. |
Financial Information |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
Item 9. |
The Offer and Listing |
A. |
Offering and Listing Details |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expenses of the Issue |
Item 10. |
Additional Information |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
• | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of shares; |
• | the instrument of transfer is properly stamped, if required; |
• | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
• | a fee of such maximum sum as the Nasdaq Global Select Market may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
• | the designation of the series; |
• | the number of shares of the series; |
• | the dividend rights, dividend rates, conversion rights, voting rights; and |
• | the rights and terms of redemption and liquidation preferences. |
• | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
• | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
• | does not have to file an annual return of its shareholders with the Registrar of Companies; |
• | is not required to open its register of members for inspection; |
• | does not have to hold an annual general meeting; |
• | may issue negotiable or bearer shares or shares with no par value; |
• | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | may register as a limited duration company; and |
• | may register as a segregated portfolio company. |
• | the statutory provisions as to the required majority vote have been met; |
• | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; and |
• | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest. |
• | an act which is illegally or ultra vires with respect to the company and is therefore incapable of ratification by the majority shareholders; |
• | an act which constitutes an infringement of individual rights of shareholders, including, but not limited to the right to vote and pre-emption rights; |
• | the act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which majority has not been obtained; and |
• | an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company. |
C. |
Material Contracts |
D. |
Exchange Controls |
E. |
Taxation |
• | banks and other financial institutions; |
• | insurance companies; |
• | pension plans; |
• | cooperatives; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | broker-dealers; |
• | traders that elect to use a mark-to-market |
• | certain former U.S. citizens or long-term residents; |
• | tax-exempt entities (including private foundations); |
• | holders who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; |
• | investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; |
• | investors that have a functional currency other than the U.S. dollar; |
• | persons that actually or constructively own 10% or more of our stock (by vote or value); or |
• | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding the ADSs or ordinary shares through such entities, |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in or organized under the law of the United States or any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code. |
• | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; |
• | the amount allocated to the taxable year of the distribution or gain and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”) will be taxable as ordinary income; |
• | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and |
• | an additional tax equal to the interest on the resulting tax deemed deferred will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
F. |
Dividends and Paying Agents |
G. |
Statement by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
Item 11. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 12. |
Description of Securities Other than Equity Securities |
A. |
Debt Securities |
B. |
Warrants and Rights |
C. |
Other Securities |
D. |
American Depositary Shares |
Service |
Fees | |
• Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares, upon a change in the ADS(s)-to-Class |
Up to US$0.05 per ADS issued | |
• Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-Class |
Up to US$0.05 per ADS cancelled | |
• Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) |
Up to US$0.05 per ADS held | |
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs |
Up to US$0.05 per ADS held | |
• Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) |
Up to US$0.05 per ADS held | |
• ADS Services |
Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary | |
• Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason) |
Up to US$0.05 per ADS (or fraction thereof) transferred | |
• Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa). |
Up to US$0.05 per ADS (or fraction thereof) converted |
• | taxes (including applicable interest and penalties) and other governmental charges; |
• | the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the share register and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively; |
• | certain cable, telex and facsimile transmission and delivery expenses; |
• | the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division, branch or affiliate of the depositary) in the conversion of foreign currency; |
• | the reasonable and customary out-of-pocket |
• | the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection with the ADR program. |
Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
Item 15. |
Controls and Procedures |
Item 16A. |
Audit Committee Financial Expert |
Item 16B. |
Code of Ethics |
Item 16C. |
Principal Accountant Fees and Services |
For the Year Ended December 31, |
||||||||||||
2020 |
2021 |
|||||||||||
RMB |
RMB |
US$ |
||||||||||
(in thousands) |
||||||||||||
Audit fees (1) |
3,198 | 13,910 | 2,183 | |||||||||
All other fees (2) |
156 | 1,207 | 189 |
(1) | “Audit fees” represents the aggregate fees billed for professional services rendered by our principal auditor for the audit of our annual financial statements and the review of our interim financial statements, including audit fees relating to our initial public offering in 2021. |
(2) | “All other fees” represents the aggregate fees billed in each of the fiscal years listed for services rendered by our auditor other than services reported under “Audit fees”. |
Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 16F. |
Change in Registrant’s Certifying Accountant |
Item 16G. |
Corporate Governance |
Item 16H. |
Mine Safety Disclosure |
Item 16I. |
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections |
Item 17. |
Financial Statements |
Item 18. |
Financial Statements |
Item 19. |
Exhibits |
* | Filed with this Annual Report on Form 20-F. |
** | Furnished with this Annual Report on Form 20-F. |
KANZHUN LIMITED | ||||
By: |
/s/ Peng Zhao | |||
Name: | Peng Zhao | |||
Title: | Chairman of the Board of Directors | |||
and Chief Executive Officer |
Page |
||||
F-2 |
||||
F-3 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-9 |
As of December 31, |
||||||||||||
2020 |
2021 |
|||||||||||
RMB |
RMB |
US$ |
||||||||||
Mezzanine equity |
||||||||||||
Series A convertible redeemable preferred shares (US$0.0001 par value; 60,000,000 shares and nil |
36,177 | — | — | |||||||||
Series B convertible redeemable preferred shares (US$0.0001 par value; 40,000,000 shares and nil a uthorized, issued and outstanding as of December 31, 2020 and 2021, respectively) |
67,976 | — | — | |||||||||
Series C convertible redeemable preferred shares (US$0.0001 par value; 147,068,133 shares and nil |
478,565 | — | — | |||||||||
Series D convertible redeemable preferred shares (US$0.0001 par value; 60,856,049 shares and nil a uthorized, issued and outstanding as of December 31, 2020 and 2021, respectively) |
380,782 | — | — | |||||||||
Series E convertible redeemable preferred shares (US$0.0001 par value; 144,073,367 shares and nil |
1,845,033 | — | — | |||||||||
Series F convertible redeemable preferred shares (US$0.0001 par value; 99,354,585 shares and nil a uthorized, issued and outstanding as of December 31, 2020 and 2021, respectively) |
2,882,063 | — | — | |||||||||
Subscription receivables from shareholders |
(103,596 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Total mezzanine equity |
5,587,000 |
— |
— | |||||||||
|
|
|
|
|
|
|||||||
Shareholders’ (deficit)/equity |
||||||||||||
Ordinary shares (US$0.0001 par value; 1,500,000,000 shares autho r ized; 11,533,640 ordinary shares issued and 7,875,787 outstanding, 121,108,037 Class B ordinary shares issued issued and 727,855,233 outstanding, 140,830,401outstanding as of |
81 | 554 | 87 | |||||||||
Treasury shares (3,657,853 and 21,097,870 s hares respectively) |
— | — | — | |||||||||
Additional paid-in capital |
452,234 | 14,624,386 |
2,294,886 |
|||||||||
Accumulated other comprehensive loss |
(130,387 | ) | (257,765 |
) |
(40,449 |
) | ||||||
Accumulated deficit |
(2,622,045 | ) | (3,693,119 | ) | (579,531 | ) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ (deficit)/equity |
(2,300,117 |
) |
10,674,056 |
1,674,993 | ||||||||
|
|
|
|
|
|
|||||||
Total liabilities, mezzanine equity and shareholders’ (deficit)/equity |
5,083,279 |
13,641,623 | 2,140,668 |
|||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Revenues |
||||||||||||||||
Online recruitment services to enterprise customers |
986,859 | 1,927,178 | 4,219,026 | 662,057 | ||||||||||||
Other s |
11,861 | 17,181 | 40,102 | 6,293 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
998,720 |
1,944,359 |
4,259,128 |
668,350 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating cost and expenses |
||||||||||||||||
Cost of revenues |
(137,812 | ) | (240,211 | ) | (554,648 | ) | (87,036 | ) | ||||||||
Sales and marketing expenses |
(916,832 | ) | (1,347,532 | ) | (1,942,670 | ) | (304,847 | ) | ||||||||
Research and development expenses |
(325,569 | ) | (513,362 | ) | (821,984 | ) | (128,987 | ) | ||||||||
General and administrative expenses |
(132,999 | ) | (797,008 | ) | (1,991,123 | ) | (312,451 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating cost and expenses |
(1,513,212 |
) |
(2,898,113 |
) |
(5,310,425 |
) |
(833,321 |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income, net |
2,573 | 8,849 | 14,977 | 2,350 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(511,919 |
) |
(944,905 |
) |
(1,036,320 |
) |
(162,621 |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
9,718 | 9,095 | 24,744 | 3,883 | ||||||||||||
F inancial income, net |
145 | 3,098 | 9,735 | 1,528 | ||||||||||||
For eign exc hange gain/(loss) |
1 | (5,074 | ) | (1,961 | ) | (308 | ) | |||||||||
Other expenses , ne t |
— | (4,109 | ) | (7,745 | ) | (1,215 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income tax expense |
(502,055 |
) |
(941,895 |
) |
(1,011,547 |
) |
(158,733 |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
— | — | (59,527 | ) | (9,341 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
(502,055 |
) |
(941,895 |
) |
(1,071,074 |
) |
(168,074 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Accretion on convertible redeemable preferred shares to redemption value |
(232,319 | ) | (283,981 | ) | (164,065 | ) | (25,745 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to ordinary shareholders |
(734,374 |
) |
(1,225,876 |
) |
(1,235,139 |
) |
(193,819 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
(502,055 | ) | (941,895 | ) | (1,071,074 | ) | (168,074 | ) | ||||||||
Other comprehensive income/(loss) |
||||||||||||||||
Foreign currency translation adjustments |
25,354 | (149,539 | ) | (127,378 | ) | (19,988 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive loss |
(476,701 |
) |
(1,091,434 |
) |
(1,198,452 |
) |
(188,062 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average number of ordinary shares used in computing net loss per share |
||||||||||||||||
— Basic and diluted |
107,114,306 | 111,172,986 | 529,343,027 | 529,343,027 | ||||||||||||
Net loss per share attributable to ordinary shareholders |
||||||||||||||||
— Basic and diluted |
(6.86 | ) | (11.03 | ) | (2.33 | ) | (0.37 | ) |
Ordinary shares |
Treasury shares |
Additional paid-in capital |
Accumulated other comprehensive (loss)/income |
Accumulated deficit |
Total shareholders’ (deficit)/equity |
|||||||||||||||||||||||||||
Number of shares outstanding |
Amount |
Number of shares |
Amount |
|||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||
Balance as of January 1, 2019 |
100,080,000 |
62 |
9,920,000 |
— |
— |
(6,202 |
) |
(980,026 |
) |
(986,166 |
) | |||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
(502,055 | ) |
(502,055 | ) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— |
— |
— |
— |
— |
25,354 | — |
25,354 | ||||||||||||||||||||||||
Share-based compensation |
— |
— |
— |
— |
34,250 | — |
— |
34,250 | ||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— |
— |
— |
— |
(34,250 | ) |
— |
(198,069 | ) |
(232,319 | ) | |||||||||||||||||||||
Cancellation of ordinary shares (Note 13) |
— |
— |
(9,920,000 | ) |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Balance as of December 31, 2019 |
100,080,000 |
62 |
— |
— |
— |
19,152 |
(1,680,150 |
) |
(1,660,936 |
) | ||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
(941,895 | ) |
(941,895 | ) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | (149,539 | ) | — | (149,539 | ) | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 124,105 | — | — | 124,105 | ||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | (283,981 | ) | — | — | (283,981 | ) | ||||||||||||||||||||||
Issuance of Class A ordinary shares (Note 13) |
4,122,853 | 3 | — | — | 78,995 | — | — | 78,998 | ||||||||||||||||||||||||
Issuance of Class B ordinary shares to TECHWOLF LIMITED (Note 13) |
24,780,971 | 16 | — | — | 533,115 | — | — | 533,131 | ||||||||||||||||||||||||
Issuance of Class A ordinary shares to a consolidated VIE (Note 13) |
— | — | 3,657,853 | — | — | — | — | — | ||||||||||||||||||||||||
Balance as of December 31, 2020 |
128,983,824 |
81 |
3,657,853 |
— |
452,234 |
(130,387 |
) |
(2,622,045 |
) |
(2,300,117 |
) | |||||||||||||||||||||
Net loss |
— |
— | — | — |
— |
— |
(1,071,074 |
) |
(1,071,074 |
) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | (127,378 | ) | — | (127,378 | ) | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 417,284 | — | — | 417,284 | ||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | (164,065 | ) | — | — | (164,065 | ) | ||||||||||||||||||||||
Repurchase and cancellation of Class B ordinary shares (Note 13) |
(1,181,339 | ) | (1 | ) | — | — | (42,263 | ) | — | — | (42,264 | ) | ||||||||||||||||||||
Issuance of Class A ordinary shares upon initial public offering (“IPO”), net of issuance cost |
110,400,000 | 70 | — | — | 6,406,802 | — | — | 6,406,872 | ||||||||||||||||||||||||
Conversion of convertible redeemable preferred shares |
551,352,134 | 353 | — | — | 5,854,308 | — | — | 5,854,661 | ||||||||||||||||||||||||
Issuance of Class B ordinary shares to TECHWOLF LIMITED (Note 13) |
24,745,531 | 16 | — | — | 1,506,346 | — | — | 1,506,362 | ||||||||||||||||||||||||
Issuance of ordinary shares for share award plan |
— | — | 27,786,070 | — | — | — | — | — | ||||||||||||||||||||||||
Exercise of share options |
54,385,484 | 35 | (10,346,053 |
) |
— | 193,740 | — | — | 193,775 | |||||||||||||||||||||||
Balance as of December 31, 2021 |
868,685,634 |
554 |
21,097,870 |
— |
14,624,386 |
(257,765 |
) |
(3,693,119 |
) |
10,674,056 |
||||||||||||||||||||||
For the year ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net loss |
(502,055 | ) | (941,895 | ) | (1,071,074 | ) | (168,074 | ) | ||||||||
Adjustments to reconcile net loss to net cash (used in)/generated from operating activities: |
||||||||||||||||
Share-based compensation |
34,250 | 124,105 | 417,284 | 65,481 | ||||||||||||
Issuance of Class B ordinary shares to TECHWOLF LIMITED (Note 13) |
— | 533,131 | 1,506,362 | 236,381 | ||||||||||||
Depreciation and amortization |
18,062 | 41,095 | 80,100 | 12,569 | ||||||||||||
Loss from disposal of property, equipment and software |
27 | 230 | 110 | 17 | ||||||||||||
Foreign exchange (gain)/loss |
(1 | ) | 5,074 | 1,961 | 308 | |||||||||||
Amortization of right-of-use |
39,487 | 66,946 | 109,336 | 17,157 | ||||||||||||
Unrealized investment income |
— | — | (6,595 | ) | (1,035 | ) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable |
(1,528 | ) | (5,201 | ) | 5,997 | 941 | ||||||||||
Prepayments and other current assets |
(66,826 | ) | (46,146 | ) | (403,696 | ) | (63,349 | ) | ||||||||
Amounts due from related parties |
(28,184 | ) | (2,938 | ) | 3,503 | 550 | ||||||||||
Other non-current assets |
— | — | (4,000 | ) | (628 | ) | ||||||||||
Accounts payable |
29,280 | (22,746 | ) | 13,464 | 2,113 | |||||||||||
Deferred revenue |
335,254 | 585,529 | 758,221 | 118,981 | ||||||||||||
Other payables and accrued liabilities |
79,320 | 130,541 | 329,802 | 51,753 | ||||||||||||
Operating lease liabilities |
(42,749 | ) | (71,814 | ) | (99,394 | ) | (15,597 | ) | ||||||||
Net cash (used in)/generated from operating activities |
(105,663 |
) |
395,911 |
1,641,381 |
257,568 |
|||||||||||
Cash flows from investing activities |
||||||||||||||||
Purchase of property, equipment and software |
(64,040 | ) | (138,211 | ) | (259,891 | ) | (40,783 | ) | ||||||||
Proceeds from disposal of property, equipment and software |
11 | 36 | 29 | 5 | ||||||||||||
Purchase of short-term investments |
(1,171,894 | ) | (1,834,390 | ) | (3,940,000 | ) | (618,272 | ) | ||||||||
Proceeds from maturity of short-term investments |
12,120 | 2,439,870 | 3,598,000 | 564,605 | ||||||||||||
Net cash (used in)/generated from investing activities |
(1,223,803 |
) |
467,305 |
(601,862 |
) |
(94,445 |
) | |||||||||
For the year ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Cash flows from financing activities |
||||||||||||||||
Proceeds from IPO, net of issuance cost |
— | — | 6,406,872 | 1,005,379 | ||||||||||||
Proceeds from exercise of share options |
— | — | 35,975 | 5,645 | ||||||||||||
Repurchase of Class B ordinary shares from TECHWOLF LIMITED |
— | — | (11,584 | ) | (1,818 | ) | ||||||||||
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost |
993,475 | 2,803,114 | — | — | ||||||||||||
Proceeds from issuance of Class A ordinary shares |
— | 78,998 | — | — | ||||||||||||
Proceeds from borrowings |
30,000 | — | — | — | ||||||||||||
Repayments of borrowings |
(30,000 | ) | — | — | — | |||||||||||
Net cash generated from financing activities |
993,475 |
2,882,112 |
6,431,263 |
1,009,206 |
||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
43,113 | (154,480 | ) | (127,227 | ) | (19,965 | ) | |||||||||
Net (decrease)/increase in cash and cash equivalents |
(292,878 |
) |
3,590,848 |
7,343,555 |
1,152,364 |
|||||||||||
Cash and cash equivalents at beginning of the year |
700,233 | 407,355 | 3,998,203 | 627,405 | ||||||||||||
Cash and cash equivalents at end of the year |
407,355 |
3,998,203 |
11,341,758 |
1,779,769 |
||||||||||||
Supplemental cash flow disclosures |
||||||||||||||||
Cash paid for interest |
349 | — | — | — | ||||||||||||
Supplemental schedule of non-cash investing and financing activities |
||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
232,319 | 283,981 | 164,065 | 25,745 | ||||||||||||
Changes in payabl purchase of property, equipment and softwaree s for |
359 | 21,985 | (2,357 | ) | (370 | ) |
Place of incorporation |
Date of incorporation |
Equity interest held |
Principal activities |
|||||||||||||
Subsidiaries |
||||||||||||||||
Techfish Limited |
Hong Kong, China | February 14, 2014 | 100 % |
Investment holding | ||||||||||||
Beijing Glorywolf Co., Ltd. (“Glory”, or the “WFOE”) |
Beijing, China | May 7, 2014 | 100 % |
Online recruitment assisting service |
| |||||||||||
VIE |
||||||||||||||||
Beijing Huapin Borui Network Technology Co., Ltd. (“Huapin”) |
Beijing, China | December 25, 2013 | 100 % |
Online recruitment assisting service |
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
183,199 | 864,851 | ||||||
Short-term investments |
525,506 | 864,557 | ||||||
Accounts receivable |
6,999 | 1,002 | ||||||
Amounts due from Group companies |
36,859 | 86,989 | ||||||
Amounts due from related parties |
— | 6,615 | ||||||
Prepayments and other current assets |
146,244 | 487,598 | ||||||
|
|
|
|
|||||
Total current assets |
898,807 |
2,311,612 |
||||||
|
|
|
|
|||||
Non-current assets |
||||||||
Property, equipment and software, net |
191,242 | 368,381 | ||||||
Intangible assets, net |
549 | 458 | ||||||
Right-of-use |
144,063 | 301,288 | ||||||
Other non-current assets |
— | 4,000 | ||||||
|
|
|
|
|||||
Total non-current assets |
335,854 |
674,127 |
||||||
|
|
|
|
|||||
Total assets |
1,234,661 |
2,985,739 |
||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
LIABILITIES |
||||||||
Current liabilities |
||||||||
Accounts payable |
41,839 | 52,938 | ||||||
Deferred revenue |
1,200,349 | 1,958,570 | ||||||
Other payables and accrued liabilities |
415,273 | 626,151 | ||||||
Amounts due to Group companies |
372,427 | 27,223 | ||||||
Operating lease liabilities, current |
59,559 | 124,464 | ||||||
|
|
|
|
|||||
Total current liabilities |
2,089,447 |
2,789,346 |
||||||
|
|
|
|
|||||
Non-current liabilities |
||||||||
Operating lease liabilities, non-current |
76,373 | 178,844 | ||||||
|
|
|
|
|||||
Total liabilities |
2,165,820 |
2,968,190 |
||||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Total revenues |
998,720 | 1,944,359 | 4,259,128 | |||||||||
Cost of revenues |
(133,553 | ) | (232,261 | ) | (554,575 | ) | ||||||
Net ( loss) /income |
(464,373 | ) | (303,061 | ) | 551,133 |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net cash (used in)/generated from operating activities |
(25,658 | ) | 494,187 | 1,717,104 | ||||||||
Net cash used in investing activities |
(66,029 | ) | (632,568 | ) | (591,213 | ) | ||||||
Net cash generated from/(used in) financing activities |
103,596 | 260,484 | (444,239 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net increase in cash and cash equivalents |
11,909 |
122,103 |
681,652 |
|||||||||
Cash and cash equivalents at beginning of year |
49,187 | 61,096 | 183,199 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
61,096 |
183,199 |
864,851 |
|||||||||
|
|
|
|
|
|
Category |
Estimated useful lives | |
Electronic equipment |
3-5 years | |
Leasehold improvement |
Shorter of lease terms or estimated useful lives of the assets | |
Furniture and fixtures |
5 years | |
Motor vehicles |
3-5 years | |
Software |
5 years |
Category |
Estimated useful lives | |
Domains |
10 years |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Online recruitment services to enterprise customers |
||||||||||||
—Key accounts |
155,819 |
330,795 |
928,360 |
|||||||||
—Mid-sized accounts |
363,282 |
696,325 |
1,513,506 |
|||||||||
—Small-sized accounts |
467,758 |
900,058 |
1,777,160 |
|||||||||
Other s |
11,861 |
17,181 |
40,102 |
|||||||||
|
|
|
|
|
|
|||||||
Total |
998,720 |
1,944,359 |
4,259,128 |
|||||||||
|
|
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Wealth management products |
536,401 | 884,996 |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Prepaid marketing expenses and service fee |
47,398 | 234,490 | ||||||
Receivables from third-party on-line payment platforms |
41,221 | 63,866 | ||||||
Deposits |
37,780 | 63,814 | ||||||
Staff loans and advances |
32,902 | 52,695 | ||||||
Receivables related to the exercise of share-based awards* |
— | 289,822 | ||||||
Others |
5,609 | 19,896 | ||||||
|
|
|
|
|||||
Total |
164,910 |
724,583 | ||||||
|
|
|
|
* |
It represented receivables from a third-party share option brokerage platform and certain employees for the exercise of share options, which were settled before these consolidated financial statements are issued. |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Electronic equipment |
204,805 |
429,683 |
||||||
Leasehold improvement |
39,460 |
65,885 |
||||||
Furniture and fixtures |
9,486 |
12,784 |
||||||
Motor vehicles |
2,316 |
3,904 |
||||||
Software |
1,615 |
3,126 |
||||||
|
|
|
|
|||||
Total cost |
257,682 |
515,382 |
||||||
Less: accumulated depreciation |
(66,327 |
) |
(146,256 |
) | ||||
|
|
|
|
|||||
Total property, equipment and software, net |
191,355 |
369,126 |
||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Payable s for marketing expenses |
16,831 | 30,646 | ||||||
Payables for purchase of property, equipment and software |
22,344 | 19,987 | ||||||
Others |
2,681 | 2,330 | ||||||
|
|
|
|
|||||
Total |
41,856 |
52,963 |
||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Salary, welfare and bonus payable |
260,123 | 373,286 | ||||||
Tax payable (1) |
21,704 | 218,419 | ||||||
Virtual accounts used in the Group’s platform (2) |
24,815 | 41,070 | ||||||
Payable s to shareholders (3) |
103,596 | — | ||||||
Others |
8,021 | 12,363 | ||||||
|
|
|
|
|||||
Total |
418,259 |
645,138 |
||||||
|
|
|
|
(1) |
Tax payable mainly included value-added tax, enterprise income tax and individual income tax payable mainly related to the exercise of share options. |
(2) |
It represents the cash balance that customers deposited into their own virtual accounts in the Group’s platform, which they have rights to withdraw without any conditions. |
(3) |
As of December 31, 2020, Huapin received RMB103,596 from certain preferred shareholders during Series C-3 and Series E financing. However, these funds had not yet been received by the Company level due to certain regulation limitations. Accordingly, the Company recorded the related subscription receivables from shareholders in the mezzanine equity section as of December 31, 2020. And the outstanding balance was settled in cash in 2021. |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Operating lease expenses |
42,508 | 71,706 | 116,091 | |||||||||
Expenses for short-term lease within 12 months |
9,245 | 2,167 | 2,177 | |||||||||
|
|
|
|
|
|
|||||||
Total lease expenses |
51,753 |
73,873 |
118,268 |
|||||||||
|
|
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Right-of-use |
144,063 | 309,085 | ||||||
|
|
|
|
|
|
|
|
|
Lease liabilities, current |
59,559 | 127,531 | ||||||
Lease liabilities, non-current |
76,373 | 183,365 | ||||||
|
|
|
|
|||||
Total lease liabilities |
135,932 |
310,896 |
||||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
42,620 | 72,138 | 102,154 | |||||||||
Right-of-use |
87,054 | 112,871 | 274,358 | |||||||||
Weighted average remaining lease term (in years) |
3.48 | 3.75 | 3.26 | |||||||||
Weighted average discount rate |
4.75 | % | 4.75 | % | 4.82 | % |
As of December 31, 2021 |
||||
RMB |
||||
2022 |
131,573 | |||
2023 |
96,778 | |||
2024 |
47,191 | |||
2025 |
35,492 | |||
2026 |
25,451 | |||
Thereafter |
1,834 | |||
|
|
|||
Total undiscounted lease payments |
338,319 |
|||
Less: imputed interest |
(27,423 | ) | ||
|
|
|||
Total lease liabilities |
310,896 | |||
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
VAT-in super deduction * |
2,412 | 7,981 | 12,423 | |||||||||
Others |
161 | 868 | 2,554 | |||||||||
|
|
|
|
|
|
|||||||
Total |
2,573 |
8,849 |
14,977 |
|||||||||
|
|
|
|
|
|
* |
In accordance with the Announcement on Relevant Policies for Deepening the Value-added Tax Reform and relevant government policies announced by the Ministry of Finance, the State Taxation Administration and the General Administration of Customs of China, Huapin and Glory, as consumer service companies, are allowed to enjoy additional 10% VAT-in deduction for any services or goods they purchased (“VAT-in super deduction”) from April 1, 2019 to December 31, 2021. The VAT-in super deduction obtained is considered as operating given that all VAT-in was derived from the purchases for daily operations, and therefore is presented in other operating income in the Consolidation Statements of Comprehensive Loss. |
Name of related parties |
Relationship with the Group | |
Mr. Peng Zhao and companies controlled by him |
Founder, Chairman and CEO of the Group and his controlled companies | |
Image Frame Investment (HK) Limited (under the control of Tencent Holdings Limited) |
Principal shareholder of the Group | |
Individual executive officer |
Executive officer of the Group |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Receivables from Tencent Group’s on-line payment platform (1) |
3,018 | 4,284 | ||||||
Prepaid cloud service fee to Tencent Group (1) |
1,556 | 2,331 | ||||||
Amount due from Mr. Peng Zhao and companies controlled by him (2) |
31,132 | — | ||||||
Advance to individual executive officer (3) |
5,093 | — | ||||||
Total |
40,799 |
6,615 |
||||||
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cloud services from Tencent Group (1) |
2,063 | 6,109 | 18,119 | |||||||||
On-line payment platform clearing services from Tencent Group (1) |
836 | 1,886 | 5,464 | |||||||||
Cash advance to Mr. Peng Zhao (2) |
24,930 | — | — | |||||||||
Cash advance to individual executive officer (3) |
5,093 | — | — | |||||||||
Total |
32,922 |
7,995 |
23,583 |
|||||||||
(1) |
Tencent Group represents companies under the control of Tencent Holdings Limited, including Image Frame Investment (HK) Limited. The Group purchases cloud services and on-line payment platform clearing services from Tencent Group. |
(2) |
The amount due from Mr. Peng Zhao and companies controlled by him was mainly cash advance with original one-year term and bearing no interest, which was settled through the repurchase of Class B ordinary shares from TECHNWOLF LIMITED (Note 13). |
(3) |
It represents the advance granted to Mr. Tao Zhang, Chief Technology Officer of the Group, which was settled in cash in March 2021. |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
(Loss)/Income from PRC entities |
(483,970 |
) |
(311,483 |
) |
610,813 |
|||||||
Loss from overseas entities |
(18,085 |
) |
(630,412 |
) |
(1,622,360 |
) | ||||||
Total loss before tax |
(502,055 |
) |
(941,895 |
) |
(1,011,547 |
) | ||||||
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Current income tax expense |
— |
— |
59,527 |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
PRC s |
25.00 |
% |
25.00 |
% |
25.00 |
% | ||||||
Tax rate difference from statutory rate in other jurisdictions (1) |
(0.25 |
)% |
(15.82 |
)% |
(37.89 |
)% | ||||||
Permanent difference (2) |
5.30 |
% |
2.22 |
% |
1.24 |
% | ||||||
Effect of preferential tax rates |
(10.03 |
)% |
(3.36 |
)% |
5.15 |
% | ||||||
Changes in valuation allowance |
(19.97 |
)% |
(7.89 |
)% |
(8.38 |
)% | ||||||
Others |
(0.05 |
)% |
(0.15 |
)% |
9.00 |
% | ||||||
Effective tax rate |
— |
— |
(5.88 |
)% | ||||||||
(1) |
The tax rate difference was mainly attributed to net loss of the Company, which is located in the Cayman Islands and exempted from income tax. |
(2) |
The permanent differences are primarily related to additional tax deductions for qualified research and development expenses offset by non-deductible share-based compensation expenses. |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net operating loss carry-forwards |
86,628 | 86,679 | 70,985 | |||||||||
Deductible advertising expenses |
87,639 | 161,842 | 262,801 | |||||||||
Others |
1,490 | 1,511 | 1,062 | |||||||||
|
|
|
|
|
|
|||||||
Total deferred tax assets |
175,757 | 250,032 | 334,848 | |||||||||
Less: valuation allowance |
(175,757 | ) | (250,032 | ) | (334,848 | ) | ||||||
|
|
|
|
|
|
|||||||
Total deferred tax assets, net of valuation allowance |
— |
— |
— |
|||||||||
|
|
|
|
|
|
• |
the voting rights of shares controlled by Mr. Peng Zhao was modified to carry 10 votes in connection with the Series F Preferred Shares financing; and |
• |
the voting rights of shares controlled by Mr. Peng Zhao was modified to carry 15 votes in connection with the Series F-plus Preferred Shares financing. |
• | Starting from the issuance of Series C Preferred Shares, optional redemption date of each pre-existing preferred shares was modified and extended to the fifth anniversary of each newly issued series of Preferred Shares applicable closing date; and |
• | On February 10, 2020, the Redemption Start Date of Series A, B, C, D, and E Preferred Shares was extended from July 5, 2024 to February 10, 2025, which is to be in line with the optional redemption date of Series F Preferred Shares. In the meanwhile, redemption price interest rate was lowered from 10% compound interest per annum to 8% simple interest per annum commencing from Series F Preferred Shares original issuance date and ending on the date of redemption. |
Series A Preferred Shares |
Series B Preferred Shares |
Series C Preferred Shares |
Series D Preferred Shares |
Series E Preferred Shares |
Series F Preferred Shares |
Total |
||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
|||||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2019 |
60,000,000 |
30,144 |
40,000,000 |
56,554 |
147,068,133 |
400,950 |
60,856,049 |
317,533 |
83,474,263 |
874,107 |
— |
— |
391,398,445 |
1,679,288 |
||||||||||||||||||||||||||||||||||||||||||
Issuance of Series E Preferred Shares Tranche I and II, net of issuance cost |
— | — | — | — | — | — | — | — | 60,599,104 | 691,894 | — | — | 60,599,104 | 691,894 | ||||||||||||||||||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | 3,290 | — | 6,231 | — | 42,417 | — | 35,053 | — | 145,328 | — | — | — | 232,319 | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
60,000,000 |
33,434 |
40,000,000 |
62,785 |
147,068,133 |
443,367 |
60,856,049 |
352,586 |
144,073,367 |
1,711,329 |
— |
— |
451,997,549 |
2,603,501 |
||||||||||||||||||||||||||||||||||||||||||
Issuance of Series F Preferred Shares, net of issuance cost |
— | — | — | — | — | — | — | — | — | — | 99,354,585 | 2,803,114 | 99,354,585 | 2,803,114 | ||||||||||||||||||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | 2,743 | — | 5,191 | — | 35,198 | — | 28,196 | — | 133,704 | — | 78,949 | — | 283,981 | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
60,000,000 |
36,177 |
40,000,000 |
67,976 |
147,068,133 |
478,565 |
60,856,049 |
380,782 |
144,073,367 |
1,845,033 |
99,354,585 |
2,882,063 |
551,352,134 |
5,690,596 |
||||||||||||||||||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | 1,057 | — | 2,006 | — | 13,580 | — | 10,823 | — | 51,072 | — | 85,527 | — | 164,065 | ||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred shares to ordinary shares |
(60,000,000 | ) | (37,234 | ) | (40,000,000 | ) | (69,982 | ) | (147,068,133 | ) | (492,145 | ) | (60,856,049 | ) | (391,605 | ) | (144,073,367 | ) | (1,896,105 | ) | (99,354,585 | ) | (2,967,590 | ) | (551,352,134 | ) | (5,854,661 | ) | ||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||||
Number of options |
Weighted average exercise price |
Weighted average remaining contractual life |
Aggregate intrinsic value |
Weighted average grant–date fair value |
||||||||||||||||
US$ |
In Years |
US$ |
US$ |
|||||||||||||||||
Outstanding as of January 1, 2019 |
67,784,739 | 0.50 | 7.64 | 22,714 | 0.12 | |||||||||||||||
Granted |
25,679,294 | 1.45 | ||||||||||||||||||
Forfeited |
(7,242,312 | ) | 0.84 | |||||||||||||||||
|
|
|||||||||||||||||||
Outstanding as of December 31, 2019 |
86,221,721 | 0.76 | 7.22 | 65,994 | 0.27 | |||||||||||||||
|
|
|||||||||||||||||||
Granted |
26,509,592 | 2.42 | ||||||||||||||||||
Forfeited |
(5,597,960 | ) | 1.00 | |||||||||||||||||
|
|
|||||||||||||||||||
Outstanding as of December 31, 2020 |
107,133,353 | 1.16 | 6.84 | 226,639 | 0.64 | |||||||||||||||
|
|
|||||||||||||||||||
Granted |
32,710,153 | 4.14 | ||||||||||||||||||
Exercised |
(54,385,484 | ) | 0.55 | |||||||||||||||||
Forfeited |
(2,982,054 | ) | 1.98 | |||||||||||||||||
|
|
|||||||||||||||||||
Outstanding as of December 31, 2021 |
82,475,968 | 2.71 | 8.05 | 1,214,916 | 2.82 | |||||||||||||||
|
|
|||||||||||||||||||
Vested and expected to vest as of December 31, 2021 |
82,475,968 | 2.71 | 8.05 | 1,214,916 | 2.82 | |||||||||||||||
Exercisable as of December 31, 2021 |
22,421,874 | 1.27 | 6.70 | 362,469 | 0.86 |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Fair value of ordinary shares on the date of option grant (US$) |
1.01 - 1.52 |
1.84 - 3.27 |
6.78 - 18.09 |
|||||||||
Risk-free interest rate (1) |
1.80% -2.76% |
0.82% - 1.70% |
1.6% - 2.0% |
|||||||||
Expected term (in years) |
10 | 10 | 10 | |||||||||
Expected dividend yield (2) |
0% | 0% | 0% | |||||||||
Expected volatility (3) |
56.1% - 57.8% |
56.5% -59.0% |
58.8% |
|||||||||
Expected early exercise multiple |
2.2x-2.8x |
2.2x-2.8x |
2.2x-2.8x |
(1) |
The risk-free interest rate of periods within the contractual life of the share option is based on the market yield of U.S. Treasury Strips with a maturity life equal to the expected life to expiration. |
(2) |
The Company has no history or expectation of paying dividends on its ordinary shares. |
(3) |
Expected volatility is estimated based on the average of historical volatilities of the comparable companies in the same industry as at the valuation dates. |
Number of RSUs |
Weighted average grant-date fair value |
|||||||
US$ |
||||||||
Outstanding as of January 1, 2021 |
— | — | ||||||
Granted |
3,521,118 | |||||||
|
|
|
|
|||||
Outstanding as of December 31, 2021 |
3,521,118 | 19.05 | ||||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cost of revenues |
944 | 1,920 | 31,467 | |||||||||
Sales and marketing expenses |
8,443 | 21,473 | 73,733 | |||||||||
Research and development expenses |
13,595 | 30,883 | 137,820 | |||||||||
General and administrative expenses * |
11,268 | 602,960 | 1,680,626 | |||||||||
Total |
34,250 |
657,236 |
1,923,646 |
|||||||||
* | In November 2020 and June 2021, the Company granted 24,780,971 and 24,745,531 Class B ordinary shares to TECHWOLF LIMITED, and recorded RMB533.1 million and RMB1,506.4 millionof share-based compensation expenses in general and administrative expenses for the years ended December 31, 2020 and 2021, respectively (Note 13). |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Numerator |
||||||||||||
Net loss |
(502,055 | ) | (941,895 | ) | (1,071,074 | ) | ||||||
Accretion on convertible redeemable preferred shares to redemption value |
(232,319 | ) | (283,981 | ) | (164,065 | ) | ||||||
Net loss attributable to ordinary shareholders |
(734,374 | ) | (1,225,876 | ) | (1,235,139 |
) | ||||||
Denominator |
||||||||||||
Weighted average number of ordinary shares used in computing share |
||||||||||||
—Basic and diluted |
107,114,306 | 111,172,986 | 529,343,027 | |||||||||
Net loss per share attributable to ordinary shareholders |
||||||||||||
—Basic and diluted |
(6.86 | ) | (11.03 | ) | (2.33 | ) |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
P referred shares |
431,914,761 | 500,211,192 | 251,440,808 | |||||||||
Share options and RSUs |
38,394,825 | 60,853,313 | 78,376,179 |
Fair value measurement at reporting date using |
||||||||||||||||
Description |
Fair value |
Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
As of December 31, 2020: |
||||||||||||||||
Short-term investments |
536,401 |
— |
536,401 |
— |
||||||||||||
As of December 31, 2021: |
||||||||||||||||
Short-term investments |
884,996 |
— |
884,996 |
— |
||||||||||||
Exhibit 2.5
DESCRIPTION OF RIGHTS OF EACH CLASS OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 (THE EXCHANGE ACT)
American Depositary Shares (ADSs), each represents two Class A ordinary shares of KANZHUN LIMITED (the we, our, our company, or us) are listed and traded on the Nasdaq Global Select Market and, in connection with this listing (but not for trading), the ordinary shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of ordinary shares and (ii) ADS holders. Shares underlying the ADSs are held by Citibank, N.A., as depositary, and holders of ADSs will not be treated as holders of the shares.
Description of ordinary shares
The following is a summary of material provisions of our current amended and restated memorandum and articles of association (the Memorandum and Articles of Association), as well as the Companies Act (As Revised) of the Cayman Islands (the Companies Act) insofar as they relate to the material terms of our ordinary shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire Memorandum and Articles of Association, which has been filed with the SEC as an exhibit to our Registration Statement on Form F-1 (File No. 333-256391).
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Each Class A ordinary share and Class B ordinary share has par value of US$0.0001. The respective number of Class A and Class B ordinary shares issued and outstanding as of the last day of our companys respective fiscal year is provided on the cover of the annual report on Form 20-F (the Form 20-F) of our company.
Pre-emptive Purchase Rights (Item 9.A.3 of Form 20-F)
Our shareholders do not have pre-emptive purchase rights.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
We have a dual-class voting structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, each Class A ordinary shares shall be entitled to one vote on all matters subject to the vote at general meetings of our company, while each Class B ordinary shares shall be entitled to 15 votes on all matters subject to the vote at general meetings of our company based on our dual-class share structure. Due to the super voting power conferred upon holders of our Class B ordinary shares, the voting power of holders of our Class A ordinary shares may be materially limited.
Other Rights (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of the Ordinary Shares (Item 10.B.3 of Form 20-F)
Ordinary Shares. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered form and are issued when registered in our register of members (shareholders). We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.
Conversion. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person other than Mr. Peng Zhao, our Founder, Chairman and Chief Executive Officer, one of his affiliates or a Founder Affiliate as defined in our Memorandum and Articles of Association (Permissible Transferee), or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person who is not a Permissible Transferee, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors or declared by our shareholders by ordinary resolution (provided that no dividend may be declared by our shareholders which exceeds the amount recommended by our directors). Our memorandum and articles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer needed. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business..
Voting Rights. Holders of Class A ordinary shares and Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by the members at any general meeting of our company. Each Class A ordinary share shall be entitled to one vote on all matters subject to the vote at general meetings of our company, and each Class B ordinary share shall be entitled to 15 votes on all matters subject to the vote at general meetings of our company. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairperson of such meeting or any one shareholder present in person or by proxy.
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding ordinary shares at a meeting. A special resolution will be required for important matters such as a change of name or making changes to our Memorandum and Articles of Association. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.
General Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders annual general meetings. Our Memorandum and Articles of Association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.
Shareholders general meetings may be convened by a majority of our board of directors. Advance notice of at least seven calendar days is required for the convening of our annual general shareholders meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of all votes attaching to the issued and outstanding shares in our company entitled to vote at general meeting.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a companys articles of association. Our Memorandum and Articles of Association provide that upon the requisition of any one or more of our shareholders who together hold shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company that as at the date of the deposit carry the right to vote at general meetings of our company, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our Memorandum and Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Transfer of Ordinary Shares. Subject to the restrictions set out in our Memorandum and Articles of Association as set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.
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Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| the instrument of transfer is in respect of only one class of shares; |
| the instrument of transfer is properly stamped, if required; |
| in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| a fee of such maximum sum as the Nasdaq Global Select Market may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, on ten calendar days notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the rules of the Nasdaq Global Select Market, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days in any calendar year.
Liquidation. On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the share capital, such assets shall be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any moneys unpaid on their shares in a notice served to such shareholders at least fourteen calendar days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined, before the issue of such shares, by either our board of directors or by our shareholders by an ordinary resolution. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary resolution of our shareholders. Under the Companies Act, the redemption or repurchase of any share may be paid out of our companys profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
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Requirements for Amendments (Item 10.B.4 of Form 20-F)
Variations of Rights of Shares. If at any time, our share capital is divided into different classes of shares, the rights attached to any class of shares, subject to any rights or restrictions for the time being attached to any class of shares, may be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of an ordinary resolution passed by a simple majority of the votes cast at a separate meeting of the holders of the shares of the class. The rights conferred upon the holders of the shares of any class issued shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially and adversely varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to such existing class of shares.
Limitations on the Rights to Own Shares (Item 10.B.6 of Form 20-F)
There are no limitations under the laws of the Cayman Islands or under the Memorandum and Articles of Association that limit the right of non-resident or foreign owners to hold or exercise voting rights on our shares.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Anti-Takeover Provisions. Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
| limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions under the laws of the Cayman Islands applicable to the Company, or under our Memorandum and Articles of Association, that require our company to disclose shareholder ownership above any particular ownership threshold.
Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act applicable to us and the comparable laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (i) merger means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (ii) a consolidation means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent companys articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a declaration of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
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A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a parent of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain limited circumstances, a shareholder of a Cayman Islands constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his or her shares upon dissenting to the merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands, or the Grand Court. While a dissenting shareholder or creditor has the right to express to the court the view that the transaction ought not to be approved, the Grand Court will usually consider that the affected stakeholders (shareholders and/or creditors affected by the scheme) of the company are the best judges of their own commercial interests and will typically sanction the scheme provided that the prescribed procedures have been followed and the requisite statutory majorities have been achieved at the scheme meetings.
The Grand Court will typically consider the following factors in exercising its discretion as to whether to sanction the scheme:
| the statutory provisions as to the required majority vote have been met; |
| the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; and |
| the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest. |
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the squeeze out of dissentient minority shareholder upon a tender offer. When a takeover offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
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If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, it is possible that a non-controlling shareholder may be permitted to commence a class action against and/or derivative actions in the name of the company to challenge:
| an act which is illegally or ultra vires with respect to the company and is therefore incapable of ratification by the majority shareholders; |
| an act which constitutes an infringement of individual rights of shareholders, including, but not limited to the right to vote and pre-emption rights; |
| the act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which majority has not been obtained; and |
| an act which constitutes a fraud on the minority where the wrongdoers are themselves in control of the company. |
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association provide that that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such persons dishonesty, wilful default or fraud, in or about the conduct of our companys business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our Memorandum and Articles of Association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
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As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the companya duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party, and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our Memorandum and Articles of Association provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders; provided that it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a companys articles of association. Our Memorandum and Articles of Association allow any one or more of our shareholders holding shares which carry in aggregate not less than one-third of the total number votes attaching to all issued and the outstanding shares of our company that as at the date of the deposit carry the right to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders meeting, our Memorandum and Articles of Association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obliged by law to call shareholders annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporations certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholders voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our Memorandum and Articles of Association do not provide for cumulative voting.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Memorandum and Articles of Association, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director will also cease to be a director if he (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; (iv) without special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our Memorandum and Articles of Association.
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Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an interested shareholder for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the targets outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the targets board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, the directors of a company are required to comply with fiduciary duties which they owe to the company under Cayman Islands law, including the duty to ensure that, in their opinion, such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporations outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by either an order of the courts of the Cayman Islands or by the board of directors.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members in general meeting. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles of Association, if our share capital is divided into more than one class of shares, the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially and adversely varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the holders of shares shall not be deemed to be materially and adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporations governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Act and our Memorandum and Articles of Association, our Memorandum and Articles of Association may only be amended by special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
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Changes in Capital (Item 10.B.10 of Form 20-F)
We may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.
We may by ordinary resolution:
| increase our share capital by new shares of such amount as we think expedient; |
| consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
| subdivide our shares, or any of them, into shares of an amount smaller than that fixed by the Memorandum and Articles of Association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and |
| cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled. |
We may by special resolution reduce our share capital and any capital redemption reserve in any manner authorized by the Companies Act.
Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
Other Securities (Item 12.C of Form 20-F)
Not applicable.
American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Citibank, N.A. acts as the depositary for the American Depositary Shares. Citibanks depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as ADSs and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as American Depositary Receipts or ADRs. The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.Hong Kong, located at 9/F Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
We have appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SECs website (www.sec.gov). Please refer to Registration Number 333-256721 when retrieving such copy.
We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The deposit agreement has been filed with the SEC as exhibit 4.3 to the registration statement on Form S-8 (File No. 333-261609) on December 13, 2021. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.
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Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, two Class A ordinary shares that are on deposit with the depositary and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-Class A ordinary share ratio by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.
If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as an owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of Class A ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.
In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the Class A ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the Class A ordinary shares represented by your ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.
The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated vs. uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositarys services are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the direct registration system or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company (DTC), the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the holder. When we refer to you, we assume the reader owns ADSs and will own ADSs at the relevant time.
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The registration of the Class A ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable Class A ordinary shares with the beneficial ownership rights and interests in such Class A ordinary shares being at all times vested with the beneficial owners of the ADSs representing the Class A ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.
Dividends and Distributions
As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of the Cayman Islands.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.
The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Class A Ordinary Shares
Whenever we make a free distribution of Class A ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of Class A ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the Class A ordinary shares deposited or modify the ADS-to-Class A ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional Class A ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-Class A ordinary shares ratio upon a distribution of Class A ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new Class A ordinary shares so distributed.
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No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the Class A ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to subscribe for additional Class A ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.
The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if we request such rights be made available to holders of ADSs, it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new Class A ordinary shares other than in the form of ADSs.
The depositary will not distribute the rights to you if:
| We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; |
| We fail to deliver satisfactory documents to the depositary; or |
| It is not reasonably practicable to distribute the rights. |
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to you only if we request and it is reasonably practicable, and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in the Cayman Islands would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever we intend to distribute property other than cash, Class A ordinary shares or rights to subscribe for additional Class A ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.
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If it is reasonably practicable to distribute such property to you and if we request such rights be made available to you and provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will not distribute the property to you and will sell the property if:
| We do not request that the property be distributed to you or if we request that the property not be distributed to you; |
| We do not deliver satisfactory documents to the depositary; or |
| The depositary determines that all or a portion of the distribution to you is not reasonably practicable. |
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.
The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.
Changes Affecting Class A Ordinary shares
The Class A ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Class A ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.
If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property received or exchanged in respect of the Class A ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.
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Issuance of ADSs upon Deposit of Class A Ordinary Shares
When you make a deposit of Class A ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:
| The Class A ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained. |
| All preemptive (and similar) rights, if any, with respect to such Class A ordinary shares have been validly waived or exercised. |
| You are duly authorized to deposit the Class A ordinary shares. |
| The Class A ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, restricted securities (as defined in the deposit agreement). |
| The Class A ordinary shares presented for deposit have not been stripped of any rights or entitlements. |
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:
| ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer; |
| provide such proof of identity and genuineness of signatures as the depositary deems appropriate; |
| provide any transfer stamps required by the State of New York or the United States; and |
| pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs. |
To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.
Withdrawal of Class A Ordinary Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying Class A ordinary shares at the custodians offices. Your ability to withdraw the Class A ordinary shares held in respect of the ADSs may be limited by U.S. and Cayman Islands law considerations applicable at the time of withdrawal. In order to withdraw the Class A ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the Class A ordinary shares. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the Class A ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
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You will have the right to withdraw the securities represented by your ADSs at any time except for:
| Temporary delays that may arise because (i) the transfer books for the Class A ordinary shares or ADSs are closed, or (ii) Class A ordinary shares are immobilized on account of a shareholders meeting or a payment of dividends. |
| Obligations to pay fees, taxes and similar charges. |
| Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the Class A ordinary shares represented by your ADSs. The voting rights of holders of Class A ordinary shares are described in Description of Share Capital.
At our request, the depositary will distribute to you any notice of shareholders meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary may distribute to holders of ADSs instructions on how to retrieve such materials upon request.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holders ADSs as follows:
| In the event of voting by show of hands, the depositary will vote (or cause the custodian to vote) all Class A ordinary shares held on deposit at that time in accordance with the voting instructions received from a majority of holders of ADSs who provide timely voting instructions |
| In the event of voting by poll, the depositary will vote (or cause the custodian to vote) the Class A ordinary shares held on deposit in accordance with the voting instructions received from the holders of ADSs. |
Securities for which no voting instructions have been received will not be voted (except (a) as set forth above in the case voting is by show of hands, (b) in the event of voting by poll, holders of ADSs in respect of which no timely voting instructions have been received shall be deemed to have instructed the depositary to give a discretionary proxy to a person designated by us to vote the Class A ordinary shares represented by such holders ADSs; provided, however, that no such discretionary proxy shall be given with respect to any matter to be voted upon as to which we inform the depositary that (i) we do not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Class A ordinary shares may be adversely affected, and (c) as otherwise contemplated in the deposit agreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.
Amendments and Termination
We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay.
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In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the Class A ordinary shares represented by your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).
In connection with any termination of the deposit agreement, the depositary may make available to owners of ADSs a means to withdraw the Class A ordinary shares represented by ADSs and to direct the depositary of such Class A ordinary shares into an unsponsored American depositary share program established by the depositary. The ability to receive unsponsored American depositary shares upon termination of the deposit agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the payment of applicable depositary fees and expenses.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositarys obligations to you. Please note the following:
| We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith. |
| The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement. |
| The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement. |
| The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Class A ordinary shares, for the validity or worth of the Class A ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice. |
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| We and the depositary also disclaim any liability for any action or inaction of any clearing or settlement system (and any participant thereof) for the ADSs or deposited securities. |
| We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control. |
| We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit. |
| We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information. |
| We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Class A ordinary shares but is not, under the terms of the deposit agreement, made available to you. |
| We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. |
| We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement. |
| No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement. |
| Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, the depositary and you as ADS holder. |
| Nothing in the deposit agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions. |
Taxes
You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.
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Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:
| Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical. |
| Distribute the foreign currency to holders for whom the distribution is lawful and practical. |
| Hold the foreign currency (without liability for interest) for the applicable holders. |
Governing Law/Waiver of Jury Trial
The deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of Class A ordinary shares (including Class A ordinary shares represented by ADSs) are governed by the laws of the Cayman Islands.
AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE DEPOSIT AGREEMENT OR THE ADRs, OR THE TRANSACTIONS CONTEMPLATED THEREIN, AGAINST US AND/OR THE DEPOSITARY.
Such waiver of your right to trial by jury would apply to any claim under U.S. federal securities laws. The waiver continues to apply to claims that arise during the period when a holder holds the ADSs, whether the ADS holder purchased the ADSs in this offering or secondary transactions, even if the ADS holder subsequently withdraws the underlying Class A ordinary shares. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of the applicable case in accordance with applicable case law. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositarys compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.
Jurisdiction
We have agreed with the depositary that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, state courts in New York County, New York) shall have exclusive jurisdiction to hear and determine any dispute arising from or relating in any way to the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby.
The deposit agreement provides that, by holding an ADS or an interest therein, you irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary arising out of or related in any way to the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby or by virtue of ownership thereof, including, without limitation, claims under the Securities Act of 1933, may only be instituted in the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts of New York County, New York), and by holding an ADS or an interest therein you irrevocably waive any objection which you may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The deposit agreement also provides that the foregoing agreement and waiver shall survive your ownership of ADSs or interests therein.
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EXHIBIT 8.1
List of Significant Subsidiaries and VIE of the Registrant
Subsidiaries |
Place of Incorporation | |
Techfish Limited |
Hong Kong | |
Beijing Glorywolf Co., Ltd. |
PRC | |
Variable Interest Entity |
Place of Incorporation | |
Beijing Huapin Borui Network Technology Co., Ltd. |
PRC |
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peng Zhao, certify that:
1. I have reviewed this annual report on Form 20-F of KANZHUN LIMITED;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [reserved];
(c) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and
5. The companys other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.
Date: April 28, 2022 | ||
By: | /s/ Peng Zhao | |
Name: | Peng Zhao | |
Title: | Chief Executive Officer |
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Yu Zhang, certify that:
1. I have reviewed this annual report on Form 20-F of KANZHUN LIMITED;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [reserved];
(c) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and
5. The companys other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.
Date: April 28, 2022 | ||
By: | /s/ Yu Zhang | |
Name: | Yu Zhang | |
Title: | Chief Financial Officer |
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of KANZHUN LIMITED (the Company) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peng Zhao, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 28, 2022 | ||
By: | /s/ Peng Zhao | |
Name: | Peng Zhao | |
Title: | Chief Executive Officer |
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of KANZHUN LIMITED (the Company) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Yu Zhang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 28, 2022 | ||
By: | /s/ Yu Zhang | |
Name: | Yu Zhang | |
Title: | Chief Financial Officer |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-261609) of KANZHUN LIMITED of our report dated April 28, 2022 relating to the financial statements, which appears in this Form 20-F.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the Peoples Republic of China
April 28, 2022
Exhibit 15.2
April 28, 2022
18/F, GrandyVic Building (the Company)
Taiyanggong Middle Road
Chaoyang District, Beijing 100020
Peoples Republic of China
Ladies and Gentlemen:
We hereby consent to the use and reference to our name and our opinions and views under the captions Item 3. Key InformationD. Risk Factors, Item 4. Information on the CompanyB. Business OverviewRegulations, Item 4. Information on the CompanyC. Organizational StructureContractual Arrangements with the VIE and Its Shareholders, and Item 10. Additional InformationE. Taxation in the Companys annual report on Form 20-F for the fiscal year ended December 31, 2021 (the Annual Report) which will be filed with the Securities and Exchange Commission (the SEC) on April 28, 2022, and further consent to the incorporation by reference of the summaries of our opinions that appear in the Annual Report into the registration statements (No. 333-261609) on Form S-8. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.
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 Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
signature page to follow
Yours faithfully,
/s/ Tian Yuan Law Firm |
Tian Yuan Law Firm |
Exhibit 15.3
Our ref |
VSL/767927-000001/19725351v1 |
KANZHUN LIMITED
18/F, GrandyVic Building
Taiyanggong Middle Road
Chaoyang District, Beijing, 100020
Peoples Republic of China
April 28, 2022
Dear Sirs
KANZHUN LIMITED
We have acted as legal advisers as to the laws of the Cayman Islands to KANZHUN LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (the Company), in connection with the filing by the Company with the United States Securities and Exchange Commission (the SEC) of an annual report on Form 20-F for the year ended 31 December 2021(the Annual Report).
We hereby consent to the reference to our firm under the heading Item 10. Additional InformationE. TaxationCayman Islands Taxation in the Annual Report.
We consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report. 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 Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP