Form SCHEDULE 13G/A Kanzhun Ltd Filed by: Zhao Peng Jonathan
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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KANZHUN LIMITED (Name of Issuer) |
Class A ordinary shares, par value of $0.0001 per share; the CUSIP has been assigned to the ADS of the Issuer (Title of Class of Securities) |
48553T106 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 48553T106 |
| 1 | Names of Reporting Persons
Peng Zhao | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
130,618,401.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents 130,618,401 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. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes on any resolutions tabled at the Issuer's general meeting, save for resolutions with respect to certain matters. Each Class B ordinary share is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The registered office address of TECHWOLF LIMITED is Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 48553T106 |
| 1 | Names of Reporting Persons
TECHWOLF LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
130,618,401.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 130,618,401 Class B ordinary shares held by TECHWOLF LIMITED. The registered office address of TECHWOLF LIMITED is Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of September 30, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
KANZHUN LIMITED | |
| (b) | Address of issuer's principal executive offices:
21/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, F4, 100020 | |
| Item 2. | ||
| (a) | Name of person filing:
Peng Zhao and TECHWOLF LIMITED (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The address of the Reporting Persons is 21/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, the People's Republic of China | |
| (c) | Citizenship:
Peng Zhao is a citizen of the People Republic of China. TECHWOLF LIMITED is a British Virgin Islands company | |
| (d) | Title of class of securities:
Class A ordinary shares, par value of $0.0001 per share; the CUSIP has been assigned to the ADS of the Issuer | |
| (e) | CUSIP No.:
48553T106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Peng Zhao -- 130,618,401
TECHWOLF LIMITED -- 130,618,401
Represents 130,618,401 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. | |
| (b) | Percent of class:
Peng Zhao -- 14.1%, representing 62.1% of the aggregate voting power
TECHWOLF LIMITED -- 14.1%, representing 62.1% of the aggregate voting power
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 927,734,042 ordinary shares (being the sum of 797,115,641 Class A ordinary shares and 130,618,401 Class B ordinary shares (excluding the Class A ordinary shares issued to the Depositary for bulk-issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans and excluding the Class A ordinary shares underlying the ADSs repurchased by the Company pursuant to its share repurchase program) ) of the Issuer outstanding as of September 30, 2025. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes on any resolutions tabled at the Issuer's general meeting, save for resolutions with respect to certain matters. Each Class B ordinary share is convertible into one Class A ordinary share. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Peng Zhao -- 130,618,401
TECHWOLF LIMITED -- 130,618,401 | ||
| (ii) Shared power to vote or to direct the vote:
Peng Zhao -- 0
TECHWOLF LIMITED -- 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Peng Zhao -- 130,618,401
TECHWOLF LIMITED -- 130,618,401 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Peng Zhao -- 0
TECHWOLF LIMITED -- 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 11, 2022 by the reporting persons with the Securities and Exchange Commission)
sec.gov/Archives/edgar/data/1842827/000119312522035671/d309440dex991.htm |
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