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 | ||
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 |
International Financial Reporting Standards as issued |
Other ☐ | |||||||
by the International Accounting Standards Board ☐ |
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Item 1. |
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Item 3. |
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Item 4. |
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Item 4A. |
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Item 5. |
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Item 6. |
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Item 7. |
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Item 13. |
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Item 15. |
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Item 16A. |
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Item 16B. |
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Item 16C. |
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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$ |
||||||||||
ASSETS |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
|
|
||||||||||
Short-term investments |
||||||||||||
Accounts receivable |
||||||||||||
Amounts due from related parties |
||||||||||||
Prepayments and other current assets |
||||||||||||
|
|
|
|
|
|
|||||||
Total current assets |
||||||||||||
|
|
|
|
|
|
|||||||
Non-current assets |
||||||||||||
Property, equipment and software, net |
||||||||||||
Intangible assets, net |
||||||||||||
Right-of-use assets, net |
||||||||||||
Other non-current assets |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total non-current assets |
||||||||||||
|
|
|
|
|
|
|||||||
Total assets |
||||||||||||
|
|
|
|
|
|
|||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ (DEFICIT)/EQUITY |
||||||||||||
Current liabilities RMB (US$ as of December 31, 2020 and 2021, respectively) |
||||||||||||
Accounts payable |
||||||||||||
Deferred revenue |
||||||||||||
Other payables and accrued liabilities |
||||||||||||
Operating lease liabilities, current |
||||||||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
||||||||||||
|
|
|
|
|
|
|||||||
Non-current liabilities RMB (US$ as of December 31, 2020 and 2021, respectively) |
||||||||||||
Operating lease liabilities, non-current |
||||||||||||
|
|
|
|
|
|
|||||||
Total non-current liabilities |
||||||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
||||||||||||
Commitments and contingencies (Note 17) |
|
|
|
As of December 31, |
||||||||||||
2020 |
2021 |
|||||||||||
RMB |
RMB |
US$ |
||||||||||
Mezzanine equity |
||||||||||||
Series A convertible redeemable preferred shares (US$ and |
— | — | ||||||||||
Series B convertible redeemable preferred shares (US$ and a uthorized, issued and outstanding as of December 31, 2020 and 2021, respectively) |
— | — | ||||||||||
Series C convertible redeemable preferred shares (US$ and |
— | — | ||||||||||
Series D convertible redeemable preferred shares (US$ and a uthorized, issued and outstanding as of December 31, 2020 and 2021, respectively) |
— | — | ||||||||||
Series E convertible redeemable preferred shares (US$ and |
— | — | ||||||||||
Series F convertible redeemable preferred shares (US$ and a uthorized, issued and outstanding as of December 31, 2020 and 2021, respectively) |
— | — | ||||||||||
Subscription receivables from shareholders |
( |
) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Total mezzanine equity |
— |
— | ||||||||||
|
|
|
|
|
|
|||||||
Shareholders’ (deficit)/equity |
||||||||||||
Ordinary shares (US$ r ized; ordinary shares issued and issued issued and outstanding as of |
||||||||||||
Treasury shares ( and s hares respectively) |
— | |||||||||||
Additional paid-in capital |
||||||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) |
( |
) | ||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ (deficit)/equity |
( |
) |
||||||||||
|
|
|
|
|
|
|||||||
Total liabilities, mezzanine equity and shareholders’ (deficit)/equity |
||||||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Revenues |
||||||||||||||||
Online recruitment services to enterprise customers |
|
|
||||||||||||||
Other s |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating cost and expenses |
||||||||||||||||
Cost of revenues |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Sales and marketing expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Research and development expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating cost and expenses |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income, net |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
||||||||||||||||
F inancial income, net |
||||||||||||||||
For eign exc hange gain/(loss) |
( |
) | ( |
) | ( |
) | ||||||||||
Other expenses , ne t |
— | ( |
) | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income tax expense |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
— | — | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Accretion on convertible redeemable preferred shares to redemption value |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to ordinary shareholders |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other comprehensive income/(loss) |
||||||||||||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive loss |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average number of ordinary shares used in computing net loss per share |
||||||||||||||||
— Basic and diluted |
||||||||||||||||
Net loss per share attributable to ordinary shareholders |
||||||||||||||||
— Basic and diluted |
( |
) | ( |
) | ( |
) | ( |
) |
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 |
— |
( |
) |
( |
) |
( |
) | |||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||
Share-based compensation |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— |
— |
— |
— |
( |
) |
— |
( |
) |
( |
) | |||||||||||||||||||||
Cancellation of ordinary shares (Note 13) |
— |
— |
( |
) |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Balance as of December 31, 2019 |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Issuance of Class A ordinary shares (Note 13) |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to TECHWOLF LIMITED (Note 13) |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of Class A ordinary shares to a consolidated VIE (Note 13) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Balance as of December 31, 2020 |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
Net loss |
— |
— | — | — |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Repurchase and cancellation of Class B ordinary shares (Note 13) |
( |
) | ( |
) | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||
Issuance of Class A ordinary shares upon initial public offering (“IPO”), net of issuance cost |
— | — | — | — | ||||||||||||||||||||||||||||
Conversion of convertible redeemable preferred shares |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to TECHWOLF LIMITED (Note 13) |
— | — | — | — | ||||||||||||||||||||||||||||
Issuance of ordinary shares for share award plan |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Exercise of share options |
( |
) |
— | — | — | |||||||||||||||||||||||||||
Balance as of December 31, 2021 |
— |
( |
) |
( |
) |
|||||||||||||||||||||||||||
For the year ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Adjustments to reconcile net loss to net cash (used in)/generated from operating activities: |
||||||||||||||||
Share-based compensation |
||||||||||||||||
Issuance of Class B ordinary shares to TECHWOLF LIMITED (Note 13) |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Loss from disposal of property, equipment and software |
||||||||||||||||
Foreign exchange (gain)/loss |
( |
) | ||||||||||||||
Amortization of right-of-use |
||||||||||||||||
Unrealized investment income |
( |
) | ( |
) | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable |
( |
) | ( |
) | ||||||||||||
Prepayments and other current assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Amounts due from related parties |
( |
) | ( |
) | ||||||||||||
Other non-current assets |
( |
) | ( |
) | ||||||||||||
Accounts payable |
( |
) | ||||||||||||||
Deferred revenue |
||||||||||||||||
Other payables and accrued liabilities |
||||||||||||||||
Operating lease liabilities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net cash (used in)/generated from operating activities |
( |
) |
||||||||||||||
Cash flows from investing activities |
||||||||||||||||
Purchase of property, equipment and software |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Proceeds from disposal of property, equipment and software |
||||||||||||||||
Purchase of short-term investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Proceeds from maturity of short-term investments |
||||||||||||||||
Net cash (used in)/generated from investing activities |
( |
) |
( |
) |
( |
) | ||||||||||
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 |
|
|
||||||||||||||
Proceeds from exercise of share options |
||||||||||||||||
Repurchase of Class B ordinary shares from TECHWOLF LIMITED |
( |
) | ( |
) | ||||||||||||
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost |
||||||||||||||||
Proceeds from issuance of Class A ordinary shares |
||||||||||||||||
Proceeds from borrowings |
||||||||||||||||
Repayments of borrowings |
( |
) | ||||||||||||||
Net cash generated from financing activities |
||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ( |
) | ||||||||||
Net (decrease)/increase in cash and cash equivalents |
( |
) |
||||||||||||||
Cash and cash equivalents at beginning of the year |
||||||||||||||||
Cash and cash equivalents at end of the year |
||||||||||||||||
Supplemental cash flow disclosures |
||||||||||||||||
Cash paid for interest |
||||||||||||||||
Supplemental schedule of non-cash investing and financing activities |
||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
||||||||||||||||
Changes in payabl purchase of property, equipment and softwaree s for |
( |
) | ( |
) |
Place of incorporation |
Date of incorporation |
Equity interest held |
Principal activities |
|||||||||||||
Subsidiaries |
||||||||||||||||
|
Hong Kong, |
100 % |
Investment holding | |||||||||||||
(“Glory”, or the “WFOE”) |
Beijing, |
100 % |
Online recruitment assisting service |
| ||||||||||||
VIE |
||||||||||||||||
|
Beijing, |
100 % |
Online recruitment assisting service |
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
||||||||
Short-term investments |
||||||||
Accounts receivable |
||||||||
Amounts due from Group companies |
||||||||
Amounts due from related parties |
||||||||
Prepayments and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Non-current assets |
||||||||
Property, equipment and software, net |
||||||||
Intangible assets, net |
||||||||
Right-of-use |
||||||||
Other non-current assets |
||||||||
|
|
|
|
|||||
Total non-current assets |
||||||||
|
|
|
|
|||||
Total assets |
||||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
LIABILITIES |
||||||||
Current liabilities |
||||||||
Accounts payable |
||||||||
Deferred revenue |
||||||||
Other payables and accrued liabilities |
||||||||
Amounts due to Group companies |
||||||||
Operating lease liabilities, current |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Non-current liabilities |
||||||||
Operating lease liabilities, non-current |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Total revenues |
||||||||||||
Cost of revenues |
( |
) | ( |
) | ( |
) | ||||||
Net ( loss) /income |
( |
) | ( |
) |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net cash (used in)/generated from operating activities |
( |
) | ||||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Net cash generated from/(used in) financing activities |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net increase in cash and cash equivalents |
||||||||||||
Cash and cash equivalents at beginning of year |
||||||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
||||||||||||
|
|
|
|
|
|
Category |
Estimated useful lives | |
Electronic equipment |
||
Leasehold improvement |
||
Furniture and fixtures |
||
Motor vehicles |
||
Software |
Category |
Estimated useful lives | |
Domains |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Online recruitment services to enterprise customers |
||||||||||||
—Key accounts |
||||||||||||
—Mid-sized accounts |
||||||||||||
—Small-sized accounts |
||||||||||||
Other s |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Wealth management products |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Prepaid marketing expenses and service fee |
||||||||
Receivables from third-party on-line payment platforms |
||||||||
Deposits |
||||||||
Staff loans and advances |
||||||||
Receivables related to the exercise of share-based awards* |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
* |
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 |
||||||||
Leasehold improvement |
||||||||
Furniture and fixtures |
||||||||
Motor vehicles |
||||||||
Software |
||||||||
|
|
|
|
|||||
Total cost |
||||||||
Less: accumulated depreciation |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total property, equipment and software, net |
||||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Payable s for marketing expenses |
||||||||
Payables for purchase of property, equipment and software |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Salary, welfare and bonus payable |
||||||||
Tax payable (1) |
||||||||
Virtual accounts used in the Group’s platform (2) |
||||||||
Payable s to shareholders (3) |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
(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 RMB 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 |
||||||||||||
Expenses for short-term lease within 12 months |
||||||||||||
|
|
|
|
|
|
|||||||
Total lease expenses |
||||||||||||
|
|
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Right-of-use |
||||||||
|
|
|
|
|
|
|
|
|
Lease liabilities, current |
||||||||
Lease liabilities, non-current |
||||||||
|
|
|
|
|||||
Total lease liabilities |
||||||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
||||||||||||
Right-of-use |
||||||||||||
Weighted average remaining lease term (in years) |
||||||||||||
Weighted average discount rate |
% | % | % |
As of December 31, 2021 |
||||
RMB |
||||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total undiscounted lease payments |
||||
Less: imputed interest |
( |
) | ||
|
|
|||
Total lease liabilities |
||||
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
VAT-in super deduction * |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
* |
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 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) |
||||||||
Prepaid cloud service fee to Tencent Group (1) |
||||||||
Amount due from Mr. Peng Zhao and companies controlled by him (2) |
||||||||
Advance to individual executive officer (3) |
||||||||
Total |
||||||||
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cloud services from Tencent Group (1) |
||||||||||||
On-line payment platform clearing services from Tencent Group (1) |
||||||||||||
Cash advance to Mr. Peng Zhao (2) |
||||||||||||
Cash advance to individual executive officer (3) |
||||||||||||
Total |
||||||||||||
(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 |
( |
) |
( |
) |
||||||||
Loss from overseas entities |
( |
) |
( |
) |
( |
) | ||||||
Total loss before tax |
( |
) |
( |
) |
( |
) | ||||||
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Current income tax expense |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
PRC s |
% |
% |
% | |||||||||
Tax rate difference from statutory rate in other jurisdictions (1) |
( |
)% |
( |
)% |
( |
)% | ||||||
Permanent difference (2) |
% |
% |
% | |||||||||
Effect of preferential tax rates |
( |
)% |
( |
)% |
% | |||||||
Changes in valuation allowance |
( |
)% |
( |
)% |
( |
)% | ||||||
Others |
( |
)% |
( |
)% |
% | |||||||
Effective tax rate |
( |
)% | ||||||||||
(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 |
||||||||||||
Deductible advertising expenses |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
Total deferred tax assets |
||||||||||||
Less: valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total deferred tax assets, net of valuation allowance |
||||||||||||
|
|
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance at beginning of the year |
||||||||||||
Change in valuation allowance |
||||||||||||
|
|
|
|
|
|
|||||||
Balance at end of the year |
||||||||||||
|
|
|
|
|
|
• |
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 |
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 |
— |
— |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series E Preferred Shares Tranche I and II, net of issuance cost |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
— |
— |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series F Preferred Shares, net of issuance cost |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred shares to ordinary shares |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
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 |
||||||||||||||||||||
Granted |
||||||||||||||||||||
Forfeited |
( |
) | ||||||||||||||||||
|
|
|||||||||||||||||||
Outstanding as of December 31, 2019 |
||||||||||||||||||||
|
|
|||||||||||||||||||
Granted |
||||||||||||||||||||
Forfeited |
( |
) | ||||||||||||||||||
|
|
|||||||||||||||||||
Outstanding as of December 31, 2020 |
||||||||||||||||||||
|
|
|||||||||||||||||||
Granted |
||||||||||||||||||||
Exercised |
( |
) | ||||||||||||||||||
Forfeited |
( |
) | ||||||||||||||||||
|
|
|||||||||||||||||||
Outstanding as of December 31, 2021 |
||||||||||||||||||||
|
|
|||||||||||||||||||
Vested and expected to vest as of December 31, 2021 |
||||||||||||||||||||
Exercisable as of December 31, 2021 |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Fair value of ordinary shares on the date of option grant (US$) |
||||||||||||
Risk-free interest rate (1) |
||||||||||||
Expected term (in years) |
||||||||||||
Expected dividend yield (2) |
||||||||||||
Expected volatility (3) |
||||||||||||
Expected early exercise multiple |
(1) |
The risk-free interest rate of periods within the contractual life of the share option is based on the market yield of U.S. Treasury Strips with a maturity life equal to the expected life to expiration. |
(2) |
The Company has no history or expectation of paying dividends on its ordinary shares. |
(3) |
Expected volatility is estimated based on the average of historical volatilities of the comparable companies in the same industry as at the valuation dates. |
Number of RSUs |
Weighted average grant-date fair value |
|||||||
US$ |
||||||||
Outstanding as of January 1, 2021 |
||||||||
Granted |
||||||||
|
|
|
|
|||||
Outstanding as of December 31, 2021 |
||||||||
|
|
|
|
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cost of revenues |
||||||||||||
Sales and marketing expenses |
||||||||||||
Research and development expenses |
||||||||||||
General and administrative expenses * |
||||||||||||
Total |
||||||||||||
* | In November 2020 and June 2021, the Company granted , and recorded RMBof 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 |
( |
) | ( |
) | ( |
) | ||||||
Accretion on convertible redeemable preferred shares to redemption value |
( |
) | ( |
) | ( |
) | ||||||
Net loss attributable to ordinary shareholders |
( |
) | ( |
) | ( |
) | ||||||
Denominator |
||||||||||||
Weighted average number of ordinary shares used in computing share |
||||||||||||
—Basic and diluted |
||||||||||||
Net loss per share attributable to ordinary shareholders |
||||||||||||
—Basic and diluted |
( |
) | ( |
) | ( |
) |
For the year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
P referred shares |
||||||||||||
Share options and RSUs |
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 |
— |
— |
||||||||||||||
As of December 31, 2021: |
||||||||||||||||
Short-term investments |
— |
— |
||||||||||||||