Statement of Ownership (sc 13g)
23 March 2023 - 7:01AM
Edgar (US Regulatory)
| UNITED STATES |
| SECURITIES AND EXCHANGE
COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 13G
(Rule 13d–102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO §240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No.
)*
Kanzhun
Limited
(Name of Issuer)
Class A
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
48553T106**
(CUSIP Number)
December 31,
2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
**
This CUSIP number applies to the American Depositary Shares (“ADSs”) of Kanzhun Limited (the “Issuer”). Each
ADS represent two Class A ordinary shares, par value US$0.0001 per share, of the Issuer (“Class A ordinary shares”).
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1. |
Names
of Reporting Persons
Ceyuan Ventures III, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) ¨ |
|
(b) x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Cayman Islands |
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
37,122,332 Class A ordinary shares (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
37,122,332 Class A ordinary shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
37,122,332 Class A ordinary shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
(3) |
11. |
Percent
of Class Represented by Amount in Row (9)
5.1% of Class A ordinary shares (or 4.3% of the total
ordinary shares) (4) |
12. |
Type
of Reporting Person (See Instructions)
PN |
| (1) | This
statement on Schedule 13G is filed by Ceyuan Ventures III, L.P. (“Ceyuan Fund III”),
Ceyuan Ventures Advisors Fund III, LLC (“Ceyuan Advisors Fund III”), Ceyuan Ventures
Management III, LLC (“Ceyuan Management III”), Mr. Ye Yuan and Mr. Bo
Feng (collectively with Ceyuan Fund III, Ceyuan Advisors Fund III, Ceyuan Management
III and Mr. Ye Yuan as the “Reporting Persons”). The Reporting Persons expressly
disclaim the status as a “group” for purposes of this Schedule 13G. |
| (2) | Represents
37,122,332 Class A ordinary shares directly held by Ceyuan Fund III. Ceyuan Management
III is the general partner of Ceyuan Fund III. Mr. Ye Yuan and Mr. Bo Feng are
the directors of Ceyuan Management III and may exercise voting and dispositive powers over
the shares held by Ceyuan Fund III. |
| (3) | Ceyuan Fund III disclaims beneficial ownership
over shares reported herein that are directly held by Ceyuan Advisors Fund III. |
| (4) | Calculation
is based on 869,889,586 ordinary shares issued and outstanding of the Issuer as a single
class as of February 28, 2022, consisting of 729,059,185 Class A ordinary shares
and 140,830,401 Class B ordinary shares, as reported in the Issuer’s annual report
on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022
(the “Issuer’s 20-F Filing”). Each Class A ordinary share is entitled
to one vote, and each Class B ordinary share is entitled to 15 votes. Each Class B
ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof, and Class A ordinary shares are not convertible into Class B ordinary
shares under any circumstances. Accordingly, the Class A ordinary shares beneficially
owned by Ceyuan Fund III represent approximately 1.3% of the aggregate voting power of the
total issued and outstanding ordinary shares of the Issuer. |
1. |
Names
of Reporting Persons
Ceyuan Ventures Advisors Fund III, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) ¨ |
|
(b) x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Cayman Islands |
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
1,334,450
Class A ordinary shares (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
1,334,450
Class A ordinary shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,334,450
Class A ordinary shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
(3) |
11. |
Percent
of Class Represented by Amount in Row (9)
0.2%
of Class A ordinary shares (or 0.2% of the total ordinary shares) (4) |
12. |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
| (1) | This statement on Schedule 13G is filed by
the Reporting Persons. The Reporting Persons expressly disclaim the status as a “group”
for purposes of this Schedule 13G. |
| (2) | Represents
1,334,450 Class A ordinary shares directly held by Ceyuan Advisors Fund III.
Ceyuan Management III is the sole director of Ceyuan Advisors Fund III. Mr. Ye Yuan
and Mr. Bo Feng are the directors of Ceyuan Management III and may exercise voting and
dispositive powers over the shares held by Ceyuan Advisors Fund III. |
| (3) | Ceyuan Advisors Fund III disclaims beneficial
ownership over shares reported herein that are directly held by Ceyuan Fund III. |
| (4) | Calculation
is based on 869,889,586 ordinary shares issued and outstanding of the Issuer as a single
class as of February 28, 2022, consisting of 729,059,185 Class A ordinary shares
and 140,830,401 Class B ordinary shares, as reported in the Issuer’s 20-F Filing.
Each Class A ordinary share is entitled to one vote, and each Class B ordinary
share is entitled to 15 votes. Each Class B ordinary share is convertible into one Class A
ordinary share at any time by the holder thereof, and Class A ordinary shares are not
convertible into Class B ordinary shares under any circumstances. Accordingly, the Class A
ordinary shares beneficially owned by Ceyuan Advisors Fund III represent approximately 0.1%
of the aggregate voting power of the total issued and outstanding ordinary shares of the
Issuer. |
1. |
Names
of Reporting Persons
Ceyuan Ventures Management III, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) ¨ |
|
(b) x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Cayman Islands |
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
38,456,782
Class A ordinary shares (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
38,456,782
Class A ordinary shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
38,456,782
Class A ordinary shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.3%
of Class A ordinary shares (or 4.4% of the total ordinary shares) (3) |
12. |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
| (1) | This statement on Schedule 13G is filed by
the Reporting Persons. The Reporting Persons expressly disclaim the status as a “group”
for purposes of this Schedule 13G. |
| (2) | Represents
37,122,332, and 1,334,450, Class A ordinary shares directly held by Ceyuan Fund
III and Ceyuan Advisors Fund III, respectively. Ceyuan Management III is the general partner
of Ceyuan Fund III and the sole director of Ceyuan Advisors Fund III. Mr. Ye Yuan and
Mr. Bo Feng are the directors of Ceyuan Management III and may exercise voting and dispositive
powers over the shares held by Ceyuan Fund III and Ceyuan Advisors Fund III. |
| (3) | Calculation
is based on 869,889,586 ordinary shares issued and outstanding of the Issuer as a single
class as of February 28, 2022, consisting of 729,059,185 Class A ordinary shares
and 140,830,401 Class B ordinary shares, as reported in the Issuer’s 20-F Filing.
Each Class A ordinary share is entitled to one vote, and each Class B ordinary
share is entitled to 15 votes. Each Class B ordinary share is convertible into one Class A
ordinary share at any time by the holder thereof, and Class A ordinary shares are not
convertible into Class B ordinary shares under any circumstances. Accordingly, the Class A
ordinary shares beneficially owned by Ceyuan Management III represent approximately 1.4%
of the aggregate voting power of the total issued and outstanding ordinary shares of the
Issuer. |
1. |
Names
of Reporting Persons
Ye Yuan |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) ¨ |
|
(b) x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
People’s Republic of China |
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
38,456,782
Class A ordinary shares (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
38,456,782
Class A ordinary shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
38,456,782
Class A ordinary shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.3%
of Class A ordinary shares (or 4.4% of the total ordinary shares) (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
| (1) | This statement on Schedule 13G is filed by
the Reporting Persons. The Reporting Persons expressly disclaim the status as a “group”
for purposes of this Schedule 13G. |
| (2) | Represents
37,122,332, and 1,334,450, Class A ordinary shares directly held by Ceyuan Fund
III and Ceyuan Advisors Fund III, respectively. Ceyuan Management III is the general partner
of Ceyuan Fund III and the sole director of Ceyuan Advisors Fund III. Mr. Ye Yuan and
Mr. Bo Feng are the directors of Ceyuan Management III and may exercise voting and dispositive
powers over the shares held by Ceyuan Fund III and Ceyuan Advisors Fund III. |
| (3) | Calculation
is based on 869,889,586 ordinary shares issued and outstanding of the Issuer as a single
class as of February 28, 2022, consisting of 729,059,185 Class A ordinary shares
and 140,830,401 Class B ordinary shares, as reported in the Issuer’s 20-F Filing.
Each Class A ordinary share is entitled to one vote, and each Class B ordinary
share is entitled to 15 votes. Each Class B ordinary share is convertible into one Class A
ordinary share at any time by the holder thereof, and Class A ordinary shares are not
convertible into Class B ordinary shares under any circumstances. Accordingly, the voting
power of the shares beneficially owned by Mr. Ye Yuan represented approximately 1.4%
of the aggregate voting power of the total issued and outstanding ordinary shares of the
Issuer. |
1. |
Names
of Reporting Persons
Bo Feng |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) ¨ |
|
(b) x
(1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Hong Kong |
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
38,456,782
Class A ordinary shares (2) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
38,456,782
Class A ordinary shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
38,456,782
Class A ordinary shares (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
5.3%
of Class A ordinary shares (or 4.4% of the total ordinary shares) (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
| |
|
|
|
| (1) | This statement on Schedule 13G is filed by
the Reporting Persons. The Reporting Persons expressly disclaim the status as a “group”
for purposes of this Schedule 13G. |
| (2) | Represents
37,122,332, and 1,334,450, Class A ordinary shares directly held by Ceyuan Fund
III and Ceyuan Advisors Fund III, respectively. Ceyuan Management III is the general partner
of Ceyuan Fund III and the sole director of Ceyuan Advisors Fund III. Mr. Ye Yuan and
Mr. Bo Feng are the directors of Ceyuan Management III and may exercise voting and dispositive
powers over the shares held by Ceyuan Fund III and Ceyuan Advisors Fund III. |
| (3) | Calculation
is based on 869,889,586 ordinary shares issued and outstanding of the Issuer as a single
class as of February 28, 2022, consisting of 729,059,185 Class A ordinary shares
and 140,830,401 Class B ordinary shares, as reported in the Issuer’s 20-F Filing.
Each Class A ordinary share is entitled to one vote, and each Class B ordinary
share is entitled to 15 votes. Each Class B ordinary share is convertible into one Class A
ordinary share at any time by the holder thereof, and Class A ordinary shares are not
convertible into Class B ordinary shares under any circumstances. Accordingly, the voting
power of the shares beneficially owned by Mr. Bo Feng represented approximately 1.4%
of the aggregate voting power of the total issued and outstanding ordinary shares of the
Issuer. |
| Item 1. |
| |
(a) |
Name of Issuer
Kanzhun Limited |
| |
(b) |
Address of Issuer’s Principal Executive Offices
18/F, GrandyVic Building
Taiyanggong Middle Road
Chaoyang District, Beijing 100020
People’s Republic of China |
| |
| Item 2. |
| |
| |
(a) |
Name of Persons Filing
Ceyuan Ventures III, L.P. (“Ceyuan Fund III”)
Ceyuan Ventures Advisors Fund III, LLC (“Ceyuan Advisors
Fund III”)
Ceyuan Ventures Management III, LLC (“Ceyuan Management
III”)
Mr. Ye Yuan
Mr. Bo Feng
(collectively, the “Reporting Persons”) |
| |
(b) |
Address of Principal Business Office or, if none, Residence
For each of Ceyuan Fund III, Ceyuan Advisors Fund III and Ceyuan
Management III: P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
For each of Mr. Ye Yuan and Mr. Bo Feng: Unit 303, 3F,
Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong. |
| |
(c) |
Citizenship
For each of Ceyuan Fund III, Ceyuan Advisors Fund III and Ceyuan
Management III: Cayman Islands.
Mr. Ye Yuan: People’s Republic of China.
Mr. Bo Feng: Hong Kong. |
| |
(d) |
Title of Class of Securities
Class A
ordinary shares, par value US$0.0001 per share. |
| |
(e) |
CUSIP Number
48553T106. This CUSIP number applies to the ADSs of the Issuer.
Each ADS represent two Class A ordinary shares. |
| |
| Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: |
| |
|
| |
Not applicable. |
| CUSIP No. 48553T106** | 13G | |
The following information with respect to the
ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31,
2022:
| Reporting
Persons | |
Ordinary
Shares Held
Directly | | |
Shared
Voting
Power | | |
Shared
Dispositive
Power | | |
Beneficial
Ownership | | |
Percentage
of
Class A
Ordinary Shares (2) | | |
Percentage
of
Total
Ordinary Shares (2) | | |
Percentage
of
the Aggregate
Voting Power (2)(3) | |
| Ceyuan Ventures III, L.P. | |
| 37,122,332 | | |
| 37,122,332 | | |
| 37,122,332 | | |
| 37,122,332 | | |
| 5.1 | % | |
| 4.3 | % | |
| 1.3 | % |
| Ceyuan Ventures Advisors Fund III, LLC | |
| 1,334,450 | | |
| 1,334,450 | | |
| 1,334,450 | | |
| 1,334,450 | | |
| 0.2 | % | |
| 0.2 | % | |
| 0.1 | % |
| Ceyuan Ventures Management III, LLC | |
| 0 | | |
| 38,456,782 | (1) | |
| 38,456,782 | (1) | |
| 38,456,782 | (1) | |
| 5.3 | %(1) | |
| 4.4 | %(1) | |
| 1.4 | %(1) |
| Ye Yuan | |
| 0 | | |
| 38,456,782 | (1) | |
| 38,456,782 | (1) | |
| 38,456,782 | (1) | |
| 5.3
| %(1) | |
| 4.4 | %(1) | |
| 1.4 | %(1) |
| Bo Feng | |
| 0 | | |
| 38,456,782 | (1) | |
| 38,456,782 | (1) | |
| 38,456,782 | (1) | |
| 5.3
| %(1) | |
| 4.4 | %(1) | |
| 1.4 | %(1) |
| (1) | Represents
the sum of 37,122,332 Class A ordinary shares directly held by Ceyuan Fund III and 1,334,450,
Class A ordinary shares directly held by Ceyuan Advisors Fund III. Ceyuan Management
III is the general partner of Ceyuan Fund III and the sole director of Ceyuan Advisors Fund
III. Mr. Ye Yuan and Mr. Bo Feng are the directors of Ceyuan Management III and
may exercise voting and dispositive powers over the shares held by Ceyuan Fund III and Ceyuan
Advisors Fund III. The Reporting Persons expressly disclaim the status as a “group”
for purposes of this Schedule 13G. |
| (2) | Calculation
is based on 869,889,586 ordinary shares issued and outstanding of the Issuer as a single
class as of February 28, 2022, consisting of 729,059,185 Class A ordinary shares
and 140,830,401 Class B ordinary shares, assuming conversion of all Class B ordinary
shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. |
| (3) | The
percent of aggregate voting power beneficially owned by each Reporting Person is calculated
by dividing the voting power beneficially owned by such Reporting Person by the voting power
of all of Class A ordinary shares and Class B ordinary shares as a single class.
In respect of all matters subject to a shareholders’ vote, each Class A ordinary
share is entitled to one vote, and each Class B ordinary share is entitled to 15 votes.
Each Class B ordinary share is convertible into one Class A ordinary share at any
time by the holder thereof, and Class A ordinary shares are not convertible into Class B
ordinary shares under any circumstances. |
| Item 5. |
Ownership of
Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x.
After December 31, 2022, Ceyuan Fund
III and Ceyuan Advisors Fund III disposed of an aggregate amount of 8,000,000 Class A ordinary shares of the Issuer. As of the
date hereof, Ceyuan Fund III directly held 29,399,932 Class A ordinary shares of the Issuer and Ceyuan Advisors Fund III
directly held 1,056,850 Class A ordinary shares of the Issuer. The Class A ordinary shares beneficially owned by Ceyuan
Management III, Mr. Ye Yuan and Mr. Bo Feng represented 4.18% of the total Class A ordinary shares issued and
outstanding of the Issuer and 3.50% of the total ordinary shares issued and outstanding of the Issuer as reported in the
Issuer’s 20-F Filing.
|
| Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person |
| |
|
| Not applicable. |
| |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| |
|
| Not applicable. |
| |
| Item 8. |
Identification and Classification
of Members of the Group |
| |
|
| Not applicable. |
| |
| Item 9. |
Notice of Dissolution of
Group |
| |
|
| Not applicable. |
| |
| Item 10. |
Certifications |
| |
|
| Not applicable. |
| CUSIP No. 48553T106** | 13G | |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated:
March 22, 2023
Ceyuan Ventures III, L.P.
| By: |
Ceyuan Ventures
Management III, LLC, its general partner |
|
| |
|
|
| By: |
/s/
Ye Yuan |
|
| Name: |
Ye Yuan |
|
| Title: |
Director |
|
Ceyuan Ventures Advisors
Fund III, LLC
| By: |
Ceyuan Ventures
Management III, LLC, its director |
|
| |
|
|
| By: |
/s/
Ye Yuan |
|
| Name: |
Ye Yuan |
|
| Title: |
Director |
|
Ceyuan Ventures Management
III, LLC
| By: |
/s/
Ye Yuan |
|
| Name: |
Ye Yuan |
|
| Title: |
Director |
|
Ye Yuan
Bo Feng
| CUSIP No. 48553T106** | 13G | |
LIST OF EXHIBITS
Kanzhun (NASDAQ:BZ)
Historical Stock Chart
From Mar 2024 to Apr 2024
Kanzhun (NASDAQ:BZ)
Historical Stock Chart
From Apr 2023 to Apr 2024
