Sec Form 13G Filing - Capital Today Evergreen Fund L.P. @ Kanzhun Ltd

Sec Form 13G Filing - Capital Today Evergreen Fund L.P. filing for Kanzhun LtdKanzhun Ltd - 2022-02-09

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

KANZHUN LIMITED

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

48553T106**

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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.

**	CUSIP number 48553T106 has been assigned to the American Depositary Shares (“ADSs”) of KANZHUN LIMITED (the “Issuer”), which are quoted on the Nasdaq Global Select Market under the symbol “BZ.” Each ADS represents two 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).

CUSIP No. 48553T106

(1)	The percentage is calculated based on 677,127,602 Class A ordinary shares outstanding as of June 15, 2021, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on August 27, 2021.

CUSIP No. 48553T106

(2)	The percentage is calculated based on 677,127,602 Class A ordinary shares outstanding as of June 15, 2021, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on August 27, 2021.

CUSIP No. 48553T106

(3)	The percentage is calculated based on 677,127,602 Class A ordinary shares outstanding as of June 15, 2021, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on August 27, 2021.

CUSIP No. 48553T106

(4)	The percentage is calculated based on 677,127,602 Class A ordinary shares outstanding as of June 15, 2021, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on August 27, 2021.

CUSIP No. 48553T106

(5)	The percentage is calculated based on 677,127,602 Class A ordinary shares outstanding as of June 15, 2021, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 6-K furnished to the Securities and Exchange Commission on August 27, 2021.

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, The People’s Republic of China

Item 2.

(a)

Name of Person Filing

This Schedule 13G is being filed jointly by the following parties (each, a “Reporting Person” and collectively, the “Reporting Persons”):

CTG Evergreen Investment X Limited

CTG Evergreen Investment R Limited

Capital Today Evergreen Fund, L.P.

Capital Today Evergreen GenPar LTD.

Ms. Xin Xu

CTG Evergreen Investment X Limited is the record owner of 68,539,875 Class A ordinary shares and CTG Evergreen Investment R Limited is the record owner of 3,606,665 Class A ordinary shares. Both CTG Evergreen Investment X Limited and CTG Evergreen Investment R Limited are controlled by Capital Today Evergreen Fund, L.P., whose general partner is Capital Today Evergreen GenPar LTD. Capital Today Evergreen GenPar LTD. is controlled by Ms. Xin Xu. Ms. Xu disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.

(b)

Address of Principal Business Office or, if none, Residence

The principal business address of each of the Reporting Persons is as follows:

Unit 908, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong

(c)

Citizenship

See responses to Item 4 on each cover page.

(d)

Title of Class of Securities

Class A ordinary shares, par value of US$0.0001 per share

(e)

CUSIP Number

CUSIP number 48553T106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “BZ.” Each ADS represents 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.

Item 4.

Ownership

The information required by Items 4(a)—(c) is set forth in rows 5-11 of the cover page for each Reporting Person and is incorporated herein by reference.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

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.

Certification

Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2022


CTG Evergreen Investment X Limited

By:	/s/ Xin Xu
Name:	Xin Xu
Title:	Authorized Signatory

CTG Evergreen Investment R Limited

By:	/s/ Xin Xu
Name:	Xin Xu
Title:	Authorized Signatory

Capital Today Evergreen Fund, L.P.
By:	Capital Today Evergreen GenPar LTD., its general partner

	By:	/s/ Xin Xu
	Name:	Xin Xu
	Title:	Authorized Signatory

Capital Today Evergreen GenPar LTD.

By:	/s/ Xin Xu
Name:	Xin Xu
Title:	Authorized Signatory

Xin Xu

/s/ Xin Xu

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other signatory hereto, at the principal office thereof.

Dated: February 9, 2022


CTG Evergreen Investment X Limited

By:		/s/ Xin Xu


Name:		Xin Xu
Title:		Authorized Signatory



CTG Evergreen Investment R Limited

By:		/s/ Xin Xu


Name:		Xin Xu
Title:		Authorized Signatory



Capital Today Evergreen Fund, L.P.
By: Capital Today Evergreen GenPar LTD., its general partner

	By:	/s/ Xin Xu


0;	Name:	Xin Xu
	Title:	Authorized Signatory



Capital Today Evergreen GenPar LTD.

By:		/s/ Xin Xu


Name:		Xin Xu
Title:		Authorized Signatory

Xin Xu

/s/ Xin Xu

Name of Reporting Person

CTG Evergreen Investment X Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands