Securities Registration: Employee Benefit Plan (s-8)
21 March 2023 - 10:29PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 21, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
KANZHUN LIMITED
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
18/F, GrandyVic Building,
Taiyanggong Middle Road
Chaoyang District, Beijing 100020
People’s Republic of China
(Address of Principal Executive Offices and
Zip Code)
Post-IPO Share
Scheme
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
| (a) | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. |
Large accelerated filer x |
|
Accelerated filer ¨ |
Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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Emerging growth company ¨ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
Yu Zhang Director and Chief Financial Officer KANZHUN LIMITED 18/F, GrandyVic Building, Taiyanggong Middle Road Chaoyang District, Beijing 100020 People’s Republic of China +86 10-8415-0633 |
Shu Du, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 2. | Registrant Information and Employee Plan Annual Information* |
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the
Post-IPO Share Scheme (the “Plan”), as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by KANZHUN
LIMITED (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by
reference herein:
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after
the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the
extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except
as so modified or superseded, to be a part of this registration statement.
Item 4. | Description of Securities |
Not applicable.
Item 5. | Interests of Named Experts and Counsel |
Not applicable.
Item 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of directors and officers, 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. The Registrant’s fifteenth amended and restated articles of
association, adopted by its shareholders on December 14, 2022 and effective on December 22, 2022, provides that the Registrant shall
indemnify and secure harmless its directors and officers (but not including the Registrant’s auditors) against all actions,
proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons in their capacity as
such, other than by reason of their own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties,
powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or
liabilities incurred by such persons in defending (whether successfully or otherwise) any civil proceedings concerning the
Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the
form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256391),
the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in
connection with claims made by reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers
liability insurance policy for its directors and officers.
Item 7. | Exemption from Registration Claimed |
Not applicable.
See the Index to Exhibits attached hereto.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement; |
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to rule 424(b)
of the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on rule
430B of the Securities Act or other than prospectuses filed in reliance on rule 430A of the Securities Act, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (b) | The undersigned Registrant hereby undertakes that, for the purpose of determining liability under the
Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned
Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (1) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required
to be filed pursuant to rule 424 of the Securities Act; |
| (2) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant
or used or referred to by the undersigned Registrant; |
| (3) | The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (4) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (c) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (d) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
EXHIBIT INDEX
Exhibit Number |
Description |
|
|
4.1* |
Fifteenth Amended and Restated Memorandum and Articles of Association of the Registrant |
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|
4.2 |
Registrant’s Specimen Certificate for Class A Ordinary Shares under the Cayman Islands Share Registrar (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1 (File No. 333-256391), as amended, initially filed with the Securities and Exchange Commission on May 21, 2021) |
|
|
4.3 |
Registrant’s Specimen Certificate for Class A Ordinary Shares under the Hong Kong Share Registrar (incorporated herein by reference to Exhibit 4.1 on Form F-3 (File No. 333-268834) filed with the Securities and Exchange Commission on December 16, 2022) |
|
|
4.4 |
Deposit Agreement among the Registrant, Citibank, N.A., as depositary, and all holders and beneficial owners of American Depositary Shares issued thereunder dated June 15, 2021 (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-261609) filed with the Securities and Exchange Commission on December 13, 2021) |
|
|
5.1* |
Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A Ordinary Shares being registered |
|
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10.1* |
Post-IPO Share Scheme |
|
|
23.1* |
Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm |
|
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23.2* |
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
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24.1* |
Power of Attorney (included on signature page hereto) |
|
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107.1* |
Filing Fee Table |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing,
China, on March 21, 2023.
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KANZHUN LIMITED |
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By: |
/s/ Peng Zhao |
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Name: |
Peng Zhao |
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Title: |
Chairman of the Board of
Directors and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints, severally and not jointly, each of Peng
Zhao and Yu Zhang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution,
for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on March 21, 2023.
Signature |
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Title |
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/s/ Peng Zhao |
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Chairman and Chief Executive Officer |
Peng Zhao |
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(Principal Executive Officer) |
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/s/ Yu Zhang |
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Director and Chief Financial Officer |
Yu Zhang |
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(Principal Financial and Accounting Officer) |
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/s/ Xu Chen |
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Director |
Xu Chen |
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/s/ Tao Zhang |
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Director |
Tao Zhang |
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/s/ Xiehua Wang |
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Director |
Xiehua Wang |
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/s/ Haiyang Yu |
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Director |
Haiyang Yu |
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/s/ Charles Zhaoxuan Yang |
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Director |
Charles Zhaoxuan Yang |
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/s/ Yonggang Sun |
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Director |
Yonggang Sun |
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/s/ Yusheng Wang |
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Director |
Yusheng Wang |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned,
the duly authorized representative in the United States of KANZHUN LIMITED has signed this
registration statement or amendment thereto in New York, New York on March 21, 2023.
|
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Authorized U.S. Representative |
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Cogency Global Inc. |
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By: |
/s/ Collen A. De Vries |
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Name: |
Collen A. De Vries |
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Title: |
Senior Vice President |
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