Exhibit 1.1

Dated June 24, 2025

KANZHUN LIMITED

GOLDMAN SACHS (ASIA) L.L.C.

MORGAN STANLEY ASIA LIMITED

HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED

AND

THE HONG KONG UNDERWRITERS

(WHOSE NAMES APPEAR IN ‎SCHEDULE 1)

HONG KONG UNDERWRITING AGREEMENT

RELATING TO A PUBLIC OFFERING IN HONG KONG OF

INITIALLY 3,000,000 SHARES OF

KANZHUN LIMITED

BEING PART OF A SHARE OFFER OF INITIALLY

30,000,000 SHARES

CONTENTS

THIS AGREEMENT is made on June 24, 2025

AMONG:

RECITALS:

IT IS AGREED as follows:

"Acceptance Date" means the date on which the Application Lists close in accordance with Clause 5.2, which is expected to be June 30, 2025;

"Accepted Hong Kong Public Offering Applications" means the Hong Kong Public Offering Applications which are accepted in whole or in part pursuant to Clause 5.3.1(a) or 5.3.2;

"Accounts" means the audited consolidated financial statements of the Group as at and for each of the three consecutive financial years, the last of which ended on the Accounts Date and all related notes, as incorporated by reference in Appendix I to the Hong Kong Prospectus;

"Accounts Date" means December 31, 2024;

"Actions" has the meaning given to it in Clause 13.1;

"Admission" means the grant by the Listing Committee of the listing of, and permission to deal in, the Offer Shares on the Main Board of the Stock Exchange, admission of the Offer Shares;

"ADSs" means American Depositary Shares (each representing two class A ordinary shares of the Company);

"Affiliate" means in relation to a particular company, any company or entity which is its holding company or subsidiary, or any subsidiary of its holding company or which directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the company specified. For the purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise;

"AFRC" means the Accounting and Financial Reporting Council;

"AFRC Transaction Levy" means the AFRC transaction levy at the rate of 0.00015% of the Hong Kong Offer Price in respect of the Hong Kong Offer Shares; "Anti-Corruption Law" means the Foreign Corrupt Practices Act of 1977 of the United States of America and the rules and regulations under that Act or other similar applicable law or regulation in any other jurisdiction;

"Application Lists" means the application lists in respect of the Hong Kong Public Offering referred to in Clause 5.2;

"Appointees" means the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead managers and the Hong Kong Underwriters;

"Approvals and Filings" means any licences, consents, approvals, authorisations, permits, permissions, clearances, certificates, orders, concessions, qualifications, registrations, sanctions, declarations and/or filings;

"Articles of Association" means the memorandum and articles of association of the Company, as amended from time to time;

"Associate" has the meaning given to it in the Listing Rules;

"Authority" means any administrative, governmental or non-governmental or regulatory commission, board, body, organisation, authority or agency, or any stock exchange, self regulatory organisation or any court, tribunal or arbitrator (including, without limitation, the CSRC and the Stock Exchange), in each case whether international, national, central, federal, provincial, state, regional, municipal, local, domestic, foreign or supranational;

"Base Prospectus" means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the SEC;

"Brokerage" means the brokerage at the rate of 1.0% of (i) the Hong Kong Offer Price per Hong Kong Offer Share or (ii) the International Offer Price per International Offer Share (as the case may be), payable by successful applicants in the Share Offer;

"Business Day" means a day on which banks in Hong Kong and London are generally open for normal banking business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong;

"CCASS" means the Central Clearing and Settlement System established and operated by HKSCC;

"Closing Date" means the first day on which the Hong Kong Offer Shares commence trading on the Main Board of the Stock Exchange, which is expected to be July 4, 2025 or such later date as the Company and the Overall Coordinators (on behalf of the Hong Kong Underwriters) may agree in writing;

"CMIs" or "Capital Market Intermediaries" means GS, MS (in alphabetical order), Huatai, Futu Securities and Tiger Brokers;

"Companies Ordinance" means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time; "Companies (WUMP) Ordinance" means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

"Conditions" means the conditions precedent set out in Clause 2.1;

"CSRC" means the China Securities Regulatory Commission;

"CSRC Archive Rules" means the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (关于加强境内企业境外发行证券和上市相关保密和档案管理工作的规定) issued by the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection of the PRC, and National Archives Administration of the PRC (effective from March 31, 2023), as amended, supplemented or otherwise modified from time to time;

"CSRC Filing Rules" means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (境内企业境外发行证券和上市管理试行办法) and supporting guidelines issued by the CSRC (effective from March 31, 2023), as amended, supplemented or otherwise modified from time to time;

"CSRC Filing Report" means the filing report of in relation to the Share Offer, including any amendments, supplements and/or modifications thereof pursuant to Article 13 of the CSRC Filing Rules;

"CSRC Filing(s)" means any letters, filings, correspondences, communications, documents, responses, undertakings and submissions in any form, including any amendments, supplements and/or modifications thereof, made or to be made to the CSRC, relating to or in connection with the Share Offer pursuant to the CSRC Filing Rules and other applicable rules and requirements of the CSRC (including, without limitation, the CSRC Filing Report);

"CSRC Rules" means the CSRC Filing Rules and the CSRC Archive Rules;

"Directors" means the directors of the Company whose respective names and business addresses are set out in the section headed "Directors and Senior Management" of the Hong Kong Prospectus;

"Disclosure Package" has the meaning given to it in the International Underwriting Agreement;

"Discretionary Incentive Fee" has the meaning given to it in Clause 7.1.2;

"Encumbrance" means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended; "Extreme Conditions" means the extreme conditions the government of Hong Kong may announce in the event of, for example, serious disruption of public transport services, extensive flooding, major landslides, or large-scale power outage after super typhoons according to the revised ''Code of Practice in Times of Typhoons and Rainstorms'' issued by the Hong Kong Labour Department, the occurrence of which causes interruption to ordinary course business operations in Hong Kong and/or that may affect the Price Determination Date or the Closing Date;

"Final Prospectus" means the Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Offer Shares in the form first used to confirm sales of the Offer Shares (or in the form first made available to the International Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act);

"FINI" means the "Fast Interface for New Issuance", an online platform operated by the HKSCC that is mandatory for admission to trading and, where applicable, the collection and processing of specified information on subscription in and settlement of all new listings;

"FINI Agreement" means the FINI agreement dated June 24, 2025 and entered into between the Company and HKSCC;

"Fixed Underwriting Commission" has the meaning given to it in Clause 7.1.1;

"Formal Notice" means the press announcement in the agreed form to be issued by the Company in connection with the Hong Kong Public Offering pursuant to the Listing Rules;

"Group" means the Group Companies, taken as a whole;

"Group Companies" means the Company and the Subsidiaries but, for the avoidance of doubt, excludes any partnership, joint venture, association, collective investment scheme or other entity that is not a subsidiary, and "Group Company" means any one of them;

"Guide" means the Guide for New Listing Applicants published by the Stock Exchange;

"HKSCC" means Hong Kong Securities Clearing Company Limited;

"HKSCC EIPO" means the electronic public offering services offered by HKSCC to CCASS participants;

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;

"Hong Kong dollars" or "HK$" means Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong Offer Price" means the final price per Hong Kong Offer Share in Hong Kong dollars (exclusive of the Brokerage, the Trading Fee, the AFRC Transaction Levy and the Transaction Levy) at which the Hong Kong Offer Shares are to be subscribed for or purchased under the Hong Kong Public Offering, to be determined in accordance with Clause 3.1; "Hong Kong Offer Shares" means the 3,000,000 new Shares being offered by the Company for subscription pursuant to the Hong Kong Public Offering, subject to adjustment and reallocation in accordance with this Agreement and as described in the section headed "Structure of the Share Offer" of the Hong Kong Prospectus, together with the Offer Size Adjustment Option;

"Hong Kong Prospectus" means the prospectus in the agreed form to be issued by the Company in connection with the Hong Kong Public Offering;

"Hong Kong Prospectus Date" means the date of issue of the Hong Kong Prospectus, which is expected to be June 25, 2025;

"Hong Kong Public Offering" means the offer of the Hong Kong Offer Shares for subscription at the Hong Kong Offer Price in Hong Kong to members of the public in Hong Kong on and subject to the terms and conditions of this Agreement and the Hong Kong Public Offering Documents;

"Hong Kong Public Offering Applications" means applications to purchase Hong Kong Offer Shares made online through the White Form eIPO service at www.eipo.com.hk or through HKSCC EIPO channel to electronically cause HKSCC Nominees Limited to apply on an applicant's behalf by instructing his/her/its broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC's FINI system to apply for the Hong Kong Offer Shares on his/her/its behalf in compliance with the terms of the Hong Kong Public Offering Documents, including for the avoidance of doubt Hong Kong Underwriter's Applications;

"Hong Kong Public Offering Documents" means the Hong Kong Prospectus and the Formal Notice;

"Hong Kong Public Offering Over-Subscription" has the meaning given to it in Clause 5.9;

"Hong Kong Public Offering Under-Subscription" has the meaning given to it in Clause 5.4;

"Hong Kong Registrar" means Computershare Hong Kong Investor Services Limited;

"Hong Kong Underwriters" means the Hong Kong Underwriters whose respective names and addresses are set out in Schedule 1;

"Hong Kong Underwriting Commitment" means, in relation to a Hong Kong Underwriter, the maximum number of the Hong Kong Offer Shares the subscription for which that Hong Kong Underwriter has agreed to underwrite pursuant to the terms and conditions of this Agreement, as calculated in accordance with Clause 5.4 and subject to adjustment and reallocation in accordance with this Agreement, and subject to the Offer Size Adjustment Option;

"Indemnified Parties" means (a) the Appointees; (b) the Affiliates of the persons referred to in (a); (c) the respective representatives, directors, officers; and employees, assignees and agents of the persons referred to in (a) and (b); and "Indemnified Party" means any one of them; "International Offering" means the offer of the International Offer Shares for subscription at the International Offer Price on and subject to the terms and conditions of the International Underwriting Agreement;

"International Offering Circular" means the offering circular dated the date hereof to be issued by the Company in connection with the International Offering (which term shall include the version of the offering circular for distribution to Qualified Institutional Buyers in the United States);

"International Offer Price" means the final price per International Offer Share in Hong Kong dollars (exclusive of the Brokerage, the Trading Fee, the AFRC Transaction Levy and the Transaction Levy) at which the International Shares are to be subscribed for or purchased under the International Offering, to be determined in accordance with Clause 3.1;

"International Offer Shares" means the 27,000,000 new Shares being offered by the Company for subscription pursuant to the International Offering, subject to adjustment and in accordance with this Agreement and the International Underwriting Agreement, together with the Offer Size Adjustment Option;

"International Underwriting Commitment" means, in relation to an International Underwriter, the maximum number of the International Offer Shares the subscription or purchase (as the case may be) for which that International Underwriter has agreed to underwrite pursuant to the terms and conditions of the International Underwriting Agreement, subject to adjustment and reallocation in accordance with the International Underwriting Agreement, together with the Offer Size Adjustment Option;

"International Underwriters" means the persons named as such in the International Underwriting Agreement;

"International Underwriting Agreement" means the International Underwriting Agreement relating to the International Offering to be entered into among the Company and the International Underwriters;

"Joint Bookrunners" means GS, MS (in alphabetical order), Huatai, Futu Securities and Tiger Brokers;

"Joint Global Coordinators" means GS, MS (in alphabetical order) and Huatai;

"Joint Lead Managers" means GS, MS (in alphabetical order), Huatai, Futu Securities and Tiger Brokers;

"Laws" means any international, national, central, federal, provincial, state, regional, municipal, local, domestic or foreign laws (including any common law or case law), statutes, ordinances, legal codes, resolutions, regulations, rules (including the Listing Rules), sanctions, orders, judgments, decrees, rulings, opinions, guidelines, measures, notices or circulars (in each case, whether formally published or not and to the extent mandatory or, if not complied with, the basis for legal, administrative, regulatory or judicial consequences) of any Authority;

"Listing Committee" means the listing committee of the Stock Exchange; "Listing Rules" means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the guidance letters, listing decisions, guidelines and other requirements of the Stock Exchange;

"Lock-up Period" has the meaning given to it in Clause 11.1;

"Losses" has the meaning given to it in Clause 13.1;

"Material Adverse Effect" means a material adverse effect, or any development involving a prospective material adverse change, in or affecting the assets, liabilities, prospects, shareholders' equity, profitability, results of operations, or financial position of the Group taken as a whole;

"Nominee" means Bank of China (Hong Kong) Nominees Limited;

"Offer Shares" means the Hong Kong Offer Shares and the International Offer Shares;

"Offering Documents" means the Hong Kong Public Offering Documents, the Registration Statement, the U.S. Prospectus, the Disclosure Package, and any other document of which the Company has issued, given, released, incorporated by reference or used with the approval of the Company in connection with the Share Offer and, in each case, all amendments or supplements thereto, whether or not approved by the Overall Coordinators or any of the Underwriters;

"Offer Size Adjustment Option" means the option that the Company has under this Agreement which is exercisable by the Company after consultation with the Overall Coordinators on or before the execution of the International Underwriting Agreement, pursuant to which the Company may issue and allot the Offer Size Adjustment Option Shares at the Offer Price, to cover additional market demand, if any;

"Offer Size Adjustment Option Shares" means up to an aggregate of 4,500,000 additional Shares as may be issued under the Offer Size Adjustment Option;

"Operative Documents" means the Price Determination Agreement, the Receiving Bank Agreement and the FINI Agreement, including all amendments and supplements to any of them;

"Overall Coordinators" means GS and MS (in alphabetical order);

"Preliminary Prospectus" means any preliminary prospectus (including any preliminary prospectus supplement) relating to the Offer Shares, in the form filed with the SEC pursuant to Rule 424(b) under the Securities Act;

"PRC" means the People's Republic of China which, for the purposes of this Agreement, will not include Hong Kong, Taiwan and the Macau Special Administrative Region of the People's Republic of China;

"Price Determination Agreement" means the price determination agreement in the agreed form to be entered into between the Company and the Overall Coordinators (on behalf of the Hong Kong Underwriters) on the Price Determination Date to record the Hong Kong Offer Price and the International Offer Price; "Price Determination Date" means the date on which the Hong Kong Offer Price and the International Offer Price are fixed for the purposes of the Share Offer in accordance with Clause 3.1;

"Receiving Bank" means Bank of China (Hong Kong) Limited;

"Receiving Bank Agreement" means the receiving bank agreement dated June 24, 2025 entered into among the Company, the Receiving Bank, the Hong Kong Registrar, the Overall Coordinators and the Nominee;

"Reference Hong Kong Public Offering Amount" means the amount equal to A x (B – C), where A = the Hong Kong Offer Price, B = the number of Shares being offered by the Company under the Hong Kong Public Offering (before reallocation of any International Offer Shares to the Hong Kong Public Offering and the Offer Size Adjustment Option in accordance with this Agreement), C = the number of Unsold Hong Kong Offer Shares which are reallocated to the International Offering pursuant to Clause 5.10;

"Relevant Hong Kong Public Offering Application" means, in relation to a Hong Kong Underwriter, a Hong Kong Public Offering Application made or procured to be made by the Hong Kong Underwriter pursuant to Clause 5.5 to reduce the Hong Kong Underwriting Commitment of that Hong Kong Underwriter;

"Relevant Time" means the earlier of (i) the time that it is determined the Hong Kong Public Offering is fully subscribed, or (ii) the time that the number of Shares to be taken by the Hong Kong Underwriters is determined pursuant to Clause 5.4;

"Reporting Accountants" means PricewaterhouseCoopers, Certified Public Accountant;

"Registration Statement" means the automatic shelf registration statement as defined under Rule 405 under the Securities Act on Form F-3 (File No. 333-268834), as amended by such post-effective amendment at the time of its effectiveness, including the exhibits and any schedules thereto, the documents incorporated or deemed to be incorporated by reference therein and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act.

"SEC" means the US Securities and Exchange Commission;

"Securities Act" means the United States Securities Act of 1933, as amended;

"Securities and Futures Ordinance" means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

"SFC" means the Securities and Futures Commission of Hong Kong;

"Shares" means class A ordinary shares in the capital of the Company of US$0.0001 each;

"Share Offer" means the Hong Kong Public Offering and the International Offering; "Stock Exchange" means The Stock Exchange of Hong Kong Limited;

"Stock Exchange Website" means www.hkexnews.hk;

"Subsidiaries" means subsidiaries of the Company within the meaning of the Listing Rules (including the PRC operating entities of the Company, the financial accounts of which have been consolidated and accounted for as if they were subsidiaries of the Company by virtue of the contractual arrangements), and "Subsidiary" means any one of them;

"Surviving Provisions" means Clause 1 (Definitions and Interpretations), Clause 7.2 (Costs of Company), Clause 7.3 (Costs of Appointees), Clause 12.2 (Effect of termination), Clause 13 (Indemnity), Clause 14 (Announcements), Clause 15 (Confidentiality), Clause 16 (Notices), Clause 17 (Governing Law; Disputes Resolution) and Clause 18 (General Provisions);

"Tax" means all forms of tax whenever created, imposed or arising and whether of the United States, Hong Kong, the PRC or any other part of the world and, without prejudice to the generality of the foregoing, includes all forms of tax on or relating to profits, salaries, interest and other forms of income, tax on capital gains, sales and value added tax, estate duty, death duty, capital duty, stamp duty, payroll tax, withholding tax, rates and other taxes or charges relating to property, customs and other import and excise duties, and generally any tax, duty, impost, levy, rate, charge or any amount payable to revenue, customs or fiscal Authorities whether of United States, Hong Kong, the PRC or of any other part of the world, whether by way of actual assessment, loss of allowance, withholding, deduction or credit available for relief or otherwise, and including any additions, penalties or similar liabilities and/or interest arising in respect of any tax; and "Taxation" and "Taxing" will be construed accordingly;

"Trading Fee" means the trading fee at the rate of 0.005% of (i) the Hong Kong Offer Price per Hong Kong Offer Share or (ii) the International Offer Price per International Offer Share (as the case may be), charged by the Stock Exchange;

"Transaction Levy" means the transaction levy at the rate of 0.0027% of (i) the Hong Kong Offer Price per Hong Kong Offer Share or (ii) the International Offer Price per International Offer Share (as the case may be), charged by the SFC;

"Underwriters" means the Hong Kong Underwriters and the International Underwriters;

"Underwriters Warranties" means the representations, warranties and undertakings of the Hong Kong Underwriters as set out in Part B of Schedule 2;

"Unsold Hong Kong Offer Shares" has the meaning given to it in Clause 5.4.1;

"U.S. Prospectus" means the Base Prospectus, the Preliminary Prospectus and the Final Prospectus as well as the documents incorporated by reference therein.

"U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder; "Verification Notes" means the verification notes relating to the Hong Kong Prospectus, copies of which have been approved by the Directors and signed on behalf of the Directors; and

"Warranties" means the representations, warranties and undertakings of the Company as set out in Part A of Schedule 2;

"White Form eIPO Service" means the facility offered by the Company through the White Form eIPO Service Provider as the service provider designated by the Company allowing investors to apply electronically to purchase Offer Shares in the Hong Kong Public Offering on a website designated for such purpose, as provided for and disclosed in the Hong Kong Prospectus; and

"White Form eIPO Service Provider" means Computershare Hong Kong Investor Services Limited.

Headings will be ignored in construing this Agreement.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) to enforce any term of, or enjoy any benefit under, this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Ordinance, including, for the avoidance of doubt, any such right or remedy of any Indemnified Party and its assignees. This Agreement may be terminated or rescinded and any term may be amended, varied or waived without the consent of or notice to any person who is not a party to this Agreement.

The Recitals and the Schedules form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Recitals and the Schedules.

Except where the context otherwise requires, in this Agreement:

The obligations of the Hong Kong Underwriters under this Agreement are conditional on:

The Company undertakes to each Hong Kong Underwriter to use its reasonable endeavours to fulfil, or use its reasonable endeavours to procure the fulfilment of, the Conditions on or before the relevant time or date specified and, in particular, will furnish such information, supply such documents, pay such fees, give such undertakings and do all acts and things as may be reasonably required by the Overall Coordinators (on behalf of the Hong Kong Underwriters), the Stock Exchange, the SFC, the CSRC, the SEC and the Registrar of Companies in Hong Kong for the purposes of or in connection with the public offering of the Hong Kong Offer Shares on the Main Board of the Stock Exchange and the fulfilment of the Conditions.

The Overall Coordinators (on behalf of the Hong Kong Underwriters) may, after reasonable consultation with the Company, on or before the last day on which each of the Conditions is required to be fulfilled, either:

Without prejudice to Clause 2.3, if any of the Conditions have not been fulfilled in accordance with their terms on or before the date or time specified without any subsequent extension of time or waiver or modification in accordance with the terms of this Agreement, this Agreement will terminate with immediate effect and Clause 12.2 will apply.

The Company may, upon consultation with the Overall Coordinators, exercise the Offer Size Adjustment Option on or before the time of execution of the International Underwriting Agreement pursuant to the terms and conditions of this Agreement and as described in the Offering Documents, which will lapse immediately thereafter. In the event of that the Offer Size Adjustment Option is exercised, the Company shall deliver out a written notice, substantially in the form set forth in Schedule 7 hereto, to the Overall Coordinators. In the event that the Offer Size Adjustment Option is not exercised prior to the time of execution of the International Underwriting Agreement, the Offer Size Adjustment Option shall lapse automatically and be of no effect whatsoever. If the Offer Size Adjustment Option is exercised, whether in full or in part:

The Company appoints, to the exclusion of all others, the Hong Kong Underwriters to underwrite the Hong Kong Public Offering, and each Hong Kong Underwriter, relying on the Warranties, severally (but not jointly or jointly and severally) accepts its appointment, on and subject to the terms and conditions of this Agreement.

The Company confirms that each appointment referred to in Clause 4.1 to Clause 4.2 confers on each Appointee and each of its delegates as referred to in Clause 4.3 all rights, duties, powers, authorities and discretions on behalf of the Company, which are necessary for, or incidental to, the performance of the Appointee's role as an overall coordinator, global coordinator, lead manager, bookrunner or underwriter (as the case may be) and agrees to ratify and confirm everything which the Appointee or any of its delegates as referred to in Clause 4.3 has done or will do in accordance with the terms of this Agreement and within the scope of its appointment or in the exercise of any of such rights, duties, powers, authorities and discretions.

Each of the Hong Kong Underwriters severally undertakes that, from the date of this Agreement until the Relevant Time, it will not sub-underwrite its Hong Kong Underwriting Commitment under this Agreement or enter into any transaction involving the Shares or securities, derivatives or other instruments relating to the Shares which is intended to have the economic effect of hedging or otherwise mitigating the economic risk associated with its Hong Kong Underwriting Commitment under this Agreement. The foregoing restrictions shall not apply to the ordinary course sales and trading and other activities of any Hong Kong Underwriter that are unrelated to and do not directly conflict with their obligations to underwrite pursuant to Clause 5.4 and in particular (but without limitation) (save as prohibited by law) shall not apply to:

and any such transactions shall be effected in compliance with applicable Laws.

Notwithstanding the foregoing, each Appointee may transfer any Shares allotted to them pursuant to this Agreement to any one or more of its Affiliates.

Notwithstanding anything contained in this Agreement, none of the Appointees and the other Indemnified Parties will have any liability whatsoever to the Company or any other person in respect of any of the following matters (the Company confirms and accepts that these are solely its responsibilities):

The Company hereby confirms and acknowledges that each of the Overall Coordinators has:

The Application Lists will open at 11:45 a.m. (Hong Kong time) on the Acceptance Date and will close at 12:00 noon (Hong Kong time) on that day, provided that in the event of a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal or Extreme Conditions being in force in Hong Kong at any time between 9:00 a.m. (Hong Kong time) and 12:00 noon (Hong Kong time) on that day, then the Application Lists will open at 11:45 a.m. (Hong Kong time) and close at 12:00 noon (Hong Kong time) on the next Business Day on which no such signals remain in force in Hong Kong at any time between 9:00 a.m. (Hong Kong time) and 12:00 noon (Hong Kong time). All references in this Agreement to the "Acceptance Date" and to the time of opening and closing of the Application Lists will be construed accordingly.

and the obligations of the Hong Kong Underwriters determined pursuant to this Clause 5.4 may be rounded, as determined by the Overall Coordinators in their sole and absolute discretion, to avoid fractions and odd lots;

Each Hong Kong Public Offering Application made or procured to be made by a Hong Kong Underwriter (otherwise than pursuant to Clause 5.7) will off-set the Hong Kong Public Offering Underwriting Commitment of that Hong Kong Underwriter, provided that each Hong Kong Public Offering Application so made has been marked with the name of that Hong Kong Underwriter and the Hong Kong Public Offering Application has been accepted as an Accepted Hong Kong Public Offering Application. Each such Accepted Hong Kong Public Offering Application reduces the Hong Kong Public Offering Underwriting Commitment of that Hong Kong Underwriter pro tanto by the number of Hong Kong Offer Shares accepted pursuant to and comprised in such Accepted Hong Kong Public Offering Application. Detailed requirements relating to the set-off of the Hong Kong Public Offering Underwriting Commitment of a Hong Kong Underwriter are set out in Schedule 4.

The Company agrees that all duly completed and submitted Hong Kong Public Offering Applications received prior to the close of the Application Lists and accepted by the Overall Coordinators or the Company pursuant to Clause 5.3.1(a) and 5.3.2, either in whole or in part, will be accepted by the Company before calling upon the Hong Kong Underwriters or any of them to perform their respective obligations under Clause 5.4.

In the event of a Hong Kong Public Offering Under-Subscription:

In the event of a Hong Kong Public Offering Under-Subscription, the Overall Coordinators will have the right (to be exercised at their sole and absolute discretion (either acting individually or together in such proportions as will be agreed among themselves) and in relation to which they are under no obligation to exercise) to apply or procure applications for (subject to and in accordance with the Hong Kong Public Offering Documents and this Agreement) all or any of the Unsold Hong Kong Offer Shares which any Hong Kong Underwriter is required to subscribe or procure subscription pursuant to Clause 5.4. Any application submitted or procured to be submitted by the Overall Coordinators pursuant to this Clause 5.8 in respect of which payment is made mutatis mutandis in accordance with Clause 5.7 will satisfy pro tanto the obligation of the relevant Hong Kong Underwriter under Clause 5.4, but will not affect any agreement or arrangement among the Hong Kong Underwriters regarding the payment of underwriting commission.

In the event of a Hong Kong Public Offering Under-Subscription, the Overall Coordinators may (but will have no obligation to), in their sole and absolute discretion, reallocate all or any of the Unsold Hong Kong Offer Shares from the Hong Kong Public Offering to the International Offering and make available the reallocated Offer Shares as additional International Offer Shares to satisfy demand under the International Offering. In the event of such reallocation, the number of Unsold Hong Kong Offer Shares (including those reallocated pursuant to Clause 5.9) and the respective Hong Kong Public Offering Underwriting Commitments of the Hong Kong Underwriters may be reduced in such manner and proportions as the Overall Coordinators may, in their sole and absolute discretion, determine. The Hong Kong Underwriters will not be entitled to the underwriting commission referred to in Clause 7.1 in respect of the Unsold Hong Kong Offer Shares (including those reallocated pursuant to Clause 5.9) which have been reallocated to the International Offering.

All obligations and liabilities of the Hong Kong Underwriters under this Agreement will cease following payment in full by or on behalf of the Hong Kong Underwriters in accordance with Clause 5.7 or Clause 5.8 or upon a Hong Kong Public Offering Over-Subscription having occurred (save in respect of any antecedent breaches under this Agreement).

Without prejudice to the foregoing obligations, the Company undertakes with each Appointee to take all such actions and do (or use its reasonable endeavours to procure to be done) all such other acts and things required to implement the Public Offer and to comply with all relevant requirements to facilitate the Admission.

The Company must, as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event by no later than 9:00 a.m. (Hong Kong time) on July 3, 2025 (being the date specified in the Hong Kong Prospectus for the despatch of share certificates):

The Company will use its reasonable endeavours to procure, in accordance with the terms of the Receiving Bank Agreement, the Nominee and/or the Hong Kong Registrar (as the case may be) to pay refunds of application monies, to those successful and unsuccessful applicants under the Hong Kong Public Offering who are entitled to receive refunds of application monies (in whole or in part) in accordance with the Hong Kong Public Offering Documents.

The Company agrees that the application monies received in respect of Hong Kong Public Offering Applications will be credited to a separate bank account with the Nominee pursuant to the terms of the Receiving Bank Agreement.

The Company acknowledges and agrees that none of the Appointees has any liability whatsoever under Clause 6 or Clause 7 or otherwise for any default by the Nominee or the Hong Kong Registrar or any other application or otherwise of funds.

will be borne by the Company, and the Company will pay or cause to be paid all such costs, expenses, fees, charges and Taxation. For the avoidance of doubt, no such costs, expenses, fees, charges and Taxation contemplated in this Agreement and the International Underwriting Agreement (including with respect to the monetary limits set forth in Clause 7.2.1(s) above) shall be paid more than once by the Company in connection with the Share Offer.

Save as set out in this Clause and subject to Clause 13, the Company will not be liable to reimburse any Appointee for any cost, expense, fee, charge or Taxation incurred by it in connection with or incidental to the Share Offer, the public offering of the Shares on the Stock Exchange, this Agreement or the transactions contemplated thereby or hereby.

The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting as at the date of this Agreement. In addition, the Warranties will be deemed to have been repeated, in each case with reference to the facts and circumstances then subsisting:

The Company undertakes to as soon as reasonably practicable notify the Overall Coordinators (on behalf of the Hong Kong Underwriters) in writing if it comes to its knowledge that any of its respective Warranties is untrue, inaccurate or misleading in any respect or ceases to be true and accurate or becomes misleading in any respect at any time up to the last to occur of the dates or times specified in Clause 8.2 or if it becomes aware of any event or circumstance which would or could reasonably be expected to cause any of its respective Warranties to become untrue, inaccurate or misleading in any respect.

The Company undertakes to each Appointee, except to the extent necessary to comply with applicable Laws, to use reasonable endeavours not to, and, so far as it is within its control, to procure each Group Company to use reasonable endeavours not to, do or omit to do anything or permit to occur any event which would render any of its respective Warranties untrue, inaccurate or misleading at any time up to the last to occur of the dates or times specified in Clause 8.2 or which would materially and adversely affect the Share Offer.

and in each of the cases described in sub-Clause (a) to sub-Clause (d), the Company, at its own expense, must as soon as reasonably practicable take such remedial action as may be reasonably required by the Overall Coordinators, including preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company's expense, such amendments or supplements to any Offering Document as the Overall Coordinators may reasonably require and supplying the Overall Coordinators and such persons as they may direct, with such number of copies of such amendments or supplements as they may reasonably require, provided that the Company will obtain the written consent of the Overall Coordinators prior to the publication or distribution of such amendment or supplement. Without prejudice to the foregoing, the Company agrees not to make any amendment or supplement to any Offering Document without the prior written approval of the Overall Coordinators.

A reference in this Clause 8 or in Part A of Schedule 2 to the Company's knowledge, information, belief or awareness or any similar expression will be deemed to (a) refer to the knowledge of the directors of the Company, who will be deemed to have knowledge of such matters as they would have discovered had they made all due and reasonable enquiries, and (b) include an additional statement that the directors of the Company have used their respective best endeavours to ensure that all information given in the relevant Warranty is true, complete and accurate in all material respects. Notwithstanding that any Appointee has knowledge or has conducted investigation or enquiry with respect to the information given under the relevant Warranty, the rights of the Appointees under this Clause will not be prejudiced by such knowledge, investigation and/or enquiry.

The obligations of each of the parties under this Agreement will be binding on each of their respective personal representatives or their successors in title.

Any Appointee may in its sole and absolute discretion release, compound or compromise or give time or indulgence in relation to the liability of another Appointee without in any way prejudicing or affecting its rights against the other Appointees under the same or a similar liability.

The Company has entered into this Agreement, and agreed to give the representations, warranties, undertakings and indemnities in this Agreement, in consideration of the Appointees agreeing to enter into this Agreement.

For the purpose of this Clause 8, if an amendment or supplement to any Offering Documents is published after the date of this Agreement, the representations, warranties, agreements and undertakings relating to any such documents given pursuant to this Clause 8 will be deemed to be repeated on the date of publication of each amendment or supplement, and when so repeated, the representations, warranties, agreements and undertakings relating to such documents will be read and construed subject to the provisions of this Agreement as if the references therein to such documents include such documents when read together with such amendment or supplement.

The Warranties will remain in full force and effect notwithstanding the completion of the Share Offer and the matters and arrangements referred to or contemplated in this Agreement.

The Company undertakes to each Appointee that it will:

The Company undertakes to the Overall Coordinators that it shall, comply in a timely manner with the terms and conditions of the Share Offer and all obligations imposed upon it by the Companies Ordinance, the Companies (WUMP) Ordinance, the Securities and Futures Ordinance, and the Listing Rules and all requirements of the Stock Exchange or the SFC or any other Authority and all applicable Laws in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Share Offer, including but without limitation to:

provide to the Overall Coordinators all such information as known to it or which on due and careful enquiry ought to be known to it and whether relating to the Group or the Company, or otherwise as may be reasonably required by the Overall Coordinators in connection with the Share Offer for the purposes of complying with any requirements of applicable Laws or of the Stock Exchange or of the SFC, the SEC or of any other relevant Authority. The Company hereby undertakes to the Overall Coordinators to provide, to the extent reasonably practicable, any such other resolutions, consents, authorities, documents, opinions and certificates which are relevant in the context of the Share Offer owing to circumstances arising or events occurring after the date of this Agreement but before 8:00 a.m. on the Closing Date and as the Overall Coordinators may reasonably require; not, and procure that no other Group Company will not:

use its best endeavours to maintain the listing of, and will refrain from taking any action that could reasonably be expected to jeopardise the listing status of, its Shares on the Main Board of the Stock Exchange and the ADSs on the Nasdaq Global Select Market for not less than six months after the Closing Date except following a withdrawal of such listing which has been approved by the relevant shareholders of the Company in accordance with the Listing Rules or the rules of the SEC or following an offer (within the meaning of the Hong Kong Code on Takeovers and Mergers) for the Company becoming unconditional; comply in all material respects with all applicable Laws (including the rules, regulations and requirements of the Stock Exchange, the SFC, the CSRC, the SEC and any other Authority), including:

The Company shall prepare and submit the CSRC Filings (including, without limitation, the CSRC Filing Report) to the CSRC pursuant to the CSRC Filing Rules. The Company acknowledges and undertakes that in connect with the CSRC Filings to be made to the CSRC for the Share Offer, it and its directors shall:

promptly provide full particulars to the Overall Coordinators if, at any time up to or on the date falling 60 days after the Closing Date, there is a significant change which affects or is capable of affecting any information contained in any of the Hong Kong Public Offering Documents or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Hong Kong Public Offering Documents had it arisen before any of them was issued, and, in connection therewith but subject to Clause 9.8, further:

and, for the purposes of this Clause 9.6, "significant" means significant for the purpose of making an informed assessment of the matters mentioned in Rule 11.07 of the Listing Rules;

not, during the period commencing on the date of this Agreement and ending on (and including) the date falling 30 days after the Closing Date, issue, make, publish or despatch any announcement, other document or public statement which:

without prejudice to the foregoing obligations, do all such other acts and things as may be reasonably required to be done by it to carry into effect the Share Offer in accordance with its terms and conditions.

Each of the Hong Kong Underwriters severally (but not jointly or jointly and severally) represents, warrants and undertakes to the Company that each of the Underwriters Warranties is true, accurate and not misleading as at the date of this Agreement.

The Underwriters Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting as at the date of this Agreement. In addition, the Underwriters Warranties will be deemed to be repeated on each of the dates or times specified in Clause 8.2, in each case with reference to the facts and circumstances then subsisting.

The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) can, in their sole and absolute discretion, by a joint notice in writing to the Company, terminate this Agreement with immediate effect if, at any time at or prior to 8:00 a.m. (Hong Kong time) on the Closing Date:

There develops, occurs, exists or comes into force:

which, in any such case individually or in the aggregate, in the sole and absolute opinion of the Overall Coordinators: (A) is or will be or is likely to be materially adverse to, or materially and prejudicially affects, the assets, liabilities, business, general affairs, management, shareholder's equity, profit, losses, results of operations, position or condition (financial or otherwise), or prospects of the Company or the Group as a whole or to any present or prospective shareholder of the Company in its capacity as such; or (B) has or will have or is likely to have a Material Adverse Effect on the success of the Share Offer and/or has made or is likely to make or may make it impracticable or inadvisable or incapable for any material part of this Agreement or the Operative Agreements or the Share Offer to be performed or implemented as envisaged; or (C) makes or will make it or is likely to make it impracticable or inadvisable or incapable to proceed with the Share Offer on the terms and in the manner contemplated by the Offering Documents; or (D) has or will have or is likely to have the effect of making a part of this Agreement incapable of performance in accordance with its terms pursuant to the Share Offer; or

there has come to the notice of the Overall Coordinators:

Upon the termination of this Agreement:

The Company undertakes to indemnify, hold harmless and keep fully indemnified (on an after-Taxation basis), on demand, each such Indemnified Parties against all losses, claims, damages, liabilities, Taxation, and reasonable payments, costs, charges, and expenses (collectively, "Losses" and individually, a "Loss") which, jointly or severally, any such Indemnified Party may suffer or incur, and against all actions, suits and proceedings (including, without limitation, any investigation or inquiry by or before any Authority) and claims (whether or not any such claim involves or results in any action, suit or proceeding) (collectively, "Actions" and individually, a "Actions"), which may be brought or threatened to be brought against any such Indemnified Party jointly or severally, from time to time (including, without limitation, all reasonable payments, costs, charges, fees and expenses arising out of or in connection with the investigation, response to, defence or settlement or compromise of, or the enforcement of any settlement or compromise or judgment obtained with respect to, any such Loss or any such Action), and, in each case, which, directly or indirectly, arise out of or are in connection with:

provided that the indemnity provided for in this Clause 13.1.4, shall not, apply in respect of an Indemnified Party if any such action, claim or proceeding brought against, or any such loss, liability, damage, payment, cost or expense suffered, incurred or made by, such Indemnified Party is finally judicially determined by a court of competent jurisdiction or a properly constituted arbitral panel (as the case may be) to have arisen directly and solely out of the relevant Indemnified Party's gross negligence, wilful default or fraud.

The non-application of the indemnity provided for in Clause 13 in respect of any Indemnified Party shall not affect the application of such indemnity in respect of any other Indemnified Parties.

No claim shall be made against any Indemnified Party by, and no Indemnified Party shall be liable to, the Company to recover any loss, damage, liabilities, payment, cost, charge, expense or Taxation which the Company may suffer or incur by reason of or in any way arising out of the carrying out by any of the Indemnified Parties of any act in connection with the transactions contemplated herein and in the Offering Documents, the performance by the Overall Coordinators of their obligations hereunder or otherwise in connection with the Share Offer, or the preparation or despatch of the Offering Documents, except for any Loss which is finally judicially determined by a court of competent jurisdiction or a properly constituted arbitral panel (as the case may be) to have resulted primarily from the relevant Indemnified Party's gross negligence, fraud or wilful default.

If the Company becomes aware of any claim which may give rise to a liability under the indemnity provided under Clause 13.1, it shall as soon as practicable give notice thereof to the Overall Coordinators in writing with reasonable details thereof.

If any Action is instituted in respect of which the indemnity provided for in this Clause 13 may apply, such Indemnified Party shall, subject to any restrictions imposed by any Laws or obligation of confidentiality, notify the Company of the institution of such Action, provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which it may have to any Indemnified Party under this Clause 13 or otherwise. The Company may participate at its expense in the defence of such Actions including appointing counsel at its expense to act for it in such Actions; provided, however, except with the consent of the Overall Coordinators (on behalf of any Indemnified Parties), that counsel to the Company shall not also be counsel to the Indemnified Parties. Unless the Overall Coordinators (on behalf of any Indemnified Parties) consent to counsel to the Company acting as counsel to such Indemnified Parties in such Action, the Overall Coordinators (on behalf of such Indemnified Parties) shall have the right to appoint their own separate counsel (in addition to any local counsel) in such Action (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel (and/or more than one local counsel in each relevant jurisdiction) in any one Action or series of related Actions in the same jurisdiction representing the Indemnified Parties who are parties to such Action(s)). Subject to the foregoing, the reasonable fees and expenses of separate counsel to any Indemnified Parties shall be borne by the Company and paid as incurred provided that all invoices substantiating the amount being claimed shall be supplied to the Indemnifying Party.

The Company shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld), effect, make, propose or offer any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened Action in respect of which any Indemnified Party is or could be or could have been a party and indemnity could be or could have been sought hereunder by such Indemnified Party, unless such settlement, compromise or consent to the entry of judgment includes and must include an unconditional release of such Indemnified Party, in form and substance satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such Action and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party. Any settlement or compromise by any Indemnified Party, or any consent by any Indemnified Party to the entry of any judgment, in relation to any Action shall be without prejudice to, and without (other than any obligations imposed on it by Laws) any accompanying obligation or duty to mitigate the same in relation to, any Loss it may recover from, or any Action it may take against the Company under this Agreement. The Indemnified Parties are not required to obtain consent from the Company with respect to such settlement or compromise or consent to judgment. The Company shall be liable for any settlement or compromise by any Indemnified Party of, or any judgment consented to by any Indemnified Party with respect to, any pending or threatened Action, whether effected with or without the consent of the Company, and agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement, or compromise or consent judgement. The rights of the Indemnified Parties herein are in addition to any rights that each Indemnified Party may have at law or otherwise and the obligations of the Company shall be in addition to any liability which the Company may otherwise have.

If the Company enters into any agreement or arrangement with any adviser for the purpose of or in connection with the Share Offer, the terms of which provide that the liability of the adviser to the Company or any other person is excluded or limited in any manner, and any of the Indemnified Parties may have joint and/or several liability with such adviser to the Company or to any other person arising out of the performance of its duties under this Agreement, the Company shall:

For the avoidance of doubt, the indemnity under this Clause 13 shall cover all Losses which any Indemnified Party may suffer, incur or pay in disputing, investigating, defending, settling or compromising, or enforcing any settlement, compromise or judgment obtained with respect to, any Actions to which the indemnity may relate and in establishing its right to indemnification under this Clause 13.

All amounts subject to indemnity under this Clause 13 shall be paid by the Company as and when they are incurred within 20 Business Days of a written notice demanding payment and setting out details of the amount accompanied by all invoices to substantiate the amount claimed being given to the Company by or on behalf of an Indemnified Party.

All payments made by the Company under this Clause 13 shall be made gross, free of any right of counterclaim or set off and without deduction or withholding of any kind, other than any deduction or withholding required by Laws. If the Company makes a deduction or withholding under this Clause 13, the sum due from the Company shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the relevant Indemnified Party which is entitled to such payment receives a sum equal to the sum it would have received had no deduction or withholding been made.

If a payment under this Clause 13 will be or has been subject to Taxation, the Company shall pay the relevant Indemnified Party on demand the amount (after taking into account any Taxation payable in respect of the amount and treating for these purposes as payable any Taxation that would be payable but for a relief, clearance, deduction or credit) that will ensure that the relevant Indemnified Party receives and retains a net sum equal to the sum it would have received had the payment not been subject to Taxation.

The foregoing provisions of this Clause 13 will continue in full force and effect notwithstanding the Share Offer becoming unconditional and having been completed and the matters and arrangements referred to or contemplated in this Agreement having been completed or the termination of this Agreement No announcement or communication which is material in the context of the Share Offer or Hong Kong Prospectus disclosure can be issued or made, published or despatched by or on behalf of any party during the period commencing on the date of this Agreement and ending on (and including) the date falling 30 days after the Closing Date without the prior written consent of the Overall Coordinators and the Company (each of such consents not to be unreasonably withheld or delayed).

This will not affect any announcement or communication required by any Law or Authority to which such party or a member of its group is subject or submits. Where any such announcement or communication is required by any Law or Authority, then, in so far as it is material in the context of the Share Offer or Hong Kong Prospectus disclosure, and to the extent permitted by the relevant Law or Authority, such announcement or communication will only be issued or made, published or despatched after the Overall Coordinators or the Company (as applicable) have had the opportunity to review and comment on the final draft and their comments (if any) have been considered by such parties.

Subject to Clause 15.2, each party hereto shall procure that its affiliates and its and their directors, officers and agents will, treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to the provisions of this Agreement, the negotiations relating to this Agreement, the matters contemplated under this Agreement or the other parties to this Agreement.

Any party hereto may disclose, or permit its Affiliates, its and their respective directors, officers, employees, assignees, advisers, consultants and agents to disclose, information which would otherwise be confidential if and to the extent

provided that, in the cases of Clause 15.2.3 and Clause 15.2.7, any such information disclosed will be disclosed only after consultation with the other parties.

All notices and other communication in connection with this Agreement ("Notice") must be:

Subject to Clause 16.5, a Notice will be effective upon receipt and will be deemed to have been received:

Subject to Clause 16.5, a Notice must be sent to a party at the following address, or such other person or address as a party may notify to the other parties from time to time:

To the Company:

Address: 10/F, GrandyVic Building, Taiyanggong Middle Road, Chaoyang District, Beijing, 100020, People's Republic of China Address: 68/F, Cheung Kong Center, 2 Queen's Road Central, Hong Kong

Email: CWB@kanzhun.com

Attention: Yu Zhang

To GS:

Email: gs-ProjectCWB@gs.com

Attention: Project CWB Team

To MS:

Address: 46/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

Email: pj_cwb_working@morganstanley.com,

pj_cwb_working@morganstanley.com.cn

Attention: MS CWB Team

To a Hong Kong Underwriter:

To the email, address and fax number of that Hong Kong Underwriter, and for the attention of the person, as specified opposite the name of that Hong Kong Underwriter in Schedule 1.

E-mail or fax is not permitted for any Notice which (i) terminates, gives notice to terminate or purports to terminate this Agreement; or (ii) notifies or purports to notify an actual or potential claim for breach of or under this Agreement.

This Agreement is governed by and construed in accordance with the Laws of Hong Kong.

Each of the parties irrevocably and unconditionally agrees that any writ, summons, order, judgment or other notice of legal process will be sufficiently and effectively served on it if delivered, in the case of each Appointee, in accordance with Clause 16 and, in the case of the Company, in accordance with Clause 17.4.

To the extent that the Company may in any proceedings in any jurisdiction arising out of or in connection with this Agreement or in any proceedings in any jurisdiction taken for the enforcement of any determination, decision, order or award made in such proceedings claim for itself or its assets, properties or revenues any immunity (sovereign or otherwise) from suit or other legal process (including arbitration proceedings) and all forms of execution, attachment or enforcement or to the extent that in any such proceedings there may be attributed to itself or its assets, properties or revenues any such immunity (whether or not claimed), the Company irrevocably and unconditionally waives and agrees not to plead or claim any such immunity in relation to any such proceedings.

Save as otherwise expressly provided in this Agreement, time will be of the essence of this Agreement.

Each Appointee (and its successors and assigns) may, without the consent of the other parties, assign the benefit of any of its rights arising under or out of this Agreement, including the Warranties and the indemnities, to any person who has the benefit of the indemnities in Clause 13. Obligations under this Agreement will not be assignable.

Each party may release, or compromise the liability of, the other parties (or any of them) or grant time or other indulgence to the other parties (or any of them) without releasing or reducing the liability of the other parties (or any of them). Without prejudice to the generality of the foregoing, the Company agrees that any amendment or supplement to the Offering Documents or any of them (whether made pursuant to Clause 8.5 or otherwise) or any announcement, issue or publication or distribution, or delivery to investors, of such amendment or supplement or any consent by, or knowledge of, an Appointee of any such amendments or supplements to any of the Offering Documents subsequent to its distribution will not in any event and notwithstanding any other provision in this Agreement constitute a waiver or modification of any of the Conditions to the obligations of the Hong Kong Underwriters as set forth in this Agreement or result in the loss of any rights under this Agreement of the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) to terminate this Agreement or prejudice any other rights of the Appointees or any of them, as the case may be, under this Agreement (in each case whether by reason of any misstatement or omission resulting in a prior breach of any of the Warranties or otherwise).

The rights, powers and remedies provided for in this Agreement are cumulative and not exclusive of any other rights, powers and remedies, whether provided by Laws or otherwise.

Nothing in this Agreement will be deemed to constitute a partnership or joint venture, or establish a fiduciary or similar relationship, among the parties for any purpose.

This Agreement contains the entire agreement between the parties relating to the underwriting of the Hong Kong Public Offering to the exclusion of any terms implied by Law which may be excluded by contract and supersedes and extinguishes any previous written or oral agreement between the parties in relation to such matters dealt with in this Agreement.

No variation of this Agreement will be effective unless in writing and signed by or on behalf of each party.

This Agreement may be entered into in any number of counterparts, all of which will together constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart. Delivery of a counterpart of this Agreement by email attachment or telecopy shall be an effective mode of delivery. In relation to such counterpart, upon confirmation by or on behalf of a party that such party authorizes the attachment of the counterpart signature page to the final text of this Agreement, such counterpart signature page shall take effect, together with such final text, as a complete authoritative counterpart.

In respect of any judgment or order given or made for any amount due under this Agreement to any of the Indemnified Parties that is expressed and paid in a currency (the "judgment currency") other than Hong Kong dollars, the Company will indemnify such Indemnified Party against any loss incurred by such Indemnified Party as a result of any variation as between (a) the rate of exchange at which the Hong Kong dollar amount is converted into the judgment currency for the purpose of such judgment or order and (b) the rate of exchange at which such Indemnified Party is able to purchase Hong Kong dollars with the amount of the judgment currency actually received by such Indemnified Party. The foregoing indemnity will constitute a separate and independent obligation of the Company and will continue in full force and effect, notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" will include any premiums and costs of exchange payable in connection with the purchase of or conversion into Hong Kong dollars.

Unless otherwise provided in this Agreement, each Hong Kong Underwriter (other than the Overall Coordinators) irrevocably and unconditionally authorises the Overall Coordinators to act jointly on behalf of all the Hong Kong Underwriters in their sole and absolute discretion in the exercise of all rights and discretions granted to the Hong Kong Underwriters or any of them under this Agreement and irrevocably and unconditionally authorises the Overall Coordinators in relation thereto to take all actions they may consider desirable and necessary to give effect to the transactions contemplated in this Agreement.

Each of the Warranties, the undertakings contained in Clause 11, Clause 13 and the restrictions and obligations contained in Clause 14 and the provisions in this Clause 18 shall remain in full force and effect notwithstanding the completion of the Share Offer and the matters and arrangements referred to or contemplated in this Agreement.

"BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

"Covered Entity" means any of the following:

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"U.S. Special Resolution Regime" means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature page to Hong Kong Underwriting Agreement]

Signature page to Hong Kong Underwriting Agreement

Signature page to Hong Kong Underwriting Agreement

Signature page to Hong Kong Underwriting Agreement

Signature page to Hong Kong Underwriting Agreement

Signature page to Hong Kong Underwriting Agreement

Signature page to Hong Kong Underwriting Agreement 

SCHEDULE 1 THE HONG KONG UNDERWRITERS

The Hong Kong Public Offering Underwriting Commitment of the Hong Kong Underwriters shall be determined in the manner set out below:

A = B% x (3,000,000+C)

where:

"A" is the Hong Kong Public Offering Underwriting Commitment of the relevant specified Hong Kong Underwriter, provided that any fraction of a Share shall be rounded to the nearest whole number of a Share provided that the total number of Offer Shares to be underwritten by the Hong Kong Underwriters shall in no event be less than 3,000,000 (assuming the Offer Size Adjustment Option is not exercised); and

"B" is the relevant underwriting commission entitlement, expressed as a percentage (as set out in Schedule I to the International Underwriting Agreement) for the relevant specified Hong Kong Underwriter.

"C" is the number of the Offer Size Adjustment Option Shares under the Hong Kong Public Offering upon the exercise of the Offer Size Adjustment Option by the Company (if any) on or before the execution of the International Underwriting Agreement.

SCHEDULE 2 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

Part A:

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE COMPANY

The Company represents, warrants and undertakes to each Appointee as follows:

2              Share Capital, Capacity, Authority and Group Companies

2.6

3              Offer Shares

4              This Agreement and Operative Documents

5              No Conflict, Compliance and Approvals

which, in any such case described in paragraphs 5.7.1, 5.7.2 or 5.7.3, would, or could reasonably be expected to, result in, individually or in the aggregate, a Material Adverse Effect or materially and adversely affect the power or ability of the Company to perform its obligations under this Agreement or the International Underwriting Agreement, to offer, allot, issue, sell and/or deliver the Offer Shares or to consummate the transactions contemplated by this Agreement or the International Underwriting Agreement or otherwise adversely affect the Share Offer, or are required to be disclosed in the Offering Documents but are not so disclosed.

in each case that is materially adverse to the Group taken as a whole or to the business of the Group taken as a whole as currently conducted.

None of the Group Companies nor any of their respective properties, assets or revenues, is entitled to any right of immunity on the grounds of sovereignty or otherwise from any action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment to or in aid of execution of judgment or arbitral awards, or from other action, suits or proceeding for the giving of any relief or for the enforcement of any judgment or arbitral awards.

The Company has read and understood the Hong Kong Professional Investor Treatment Notice set forth in Schedule 6 and acknowledges and agrees to the representations, waivers and consents contained in such notice, in which the expressions “you” or “your” mean the Company, and “we” or “us” or “our” mean the Overall Coordinators.

Part B:

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE HONG KONG UNDERWRITERS

Each of the Hong Kong Underwriters hereby severally represents, warrants and undertakes to the Company as follows:

It has been duly formed under the Laws of its jurisdiction of formation, with full right, power and authority (corporate and other) to execute and deliver this Agreement.

It will not offer or deliver any Hong Kong Offer Share, distribute or publish any document or make any representation or statement in respect of the Share Offer in any country or jurisdiction (other than Hong Kong) except such as, and under circumstances that, will not result in or constitute a breach of any applicable Law or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained in any country or jurisdiction.

PART AREPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE HONG KONG UNDERWRITERS

Each of the Hong Kong Underwriters hereby severally represents, warrants and undertakes to the Company as follows:

It has been duly formed under the Laws of its jurisdiction of formation, with full right, power and authority (corporate and other) to execute and deliver this Agreement.

It will not offer or deliver any Hong Kong Offer Share, distribute or publish any document or make any representation or statement in respect of the Share Offer in any country or jurisdiction (other than Hong Kong) except such as, and under circumstances that, will not result in or constitute a breach of any applicable Law or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained in any country or jurisdiction.

SCHEDULE 3 CONDITIONS PRECEDENT DOCUMENTS

PART ATO BE DELIVERED ON JUNE 24, 2025 PURSUANT TO CLAUSE 2.1.1

PART BTO BE DELIVERED BEFORE THE CLOSING DATE PURSUANT TO CLAUSE 2.1.1

SCHEDULE 4SET-OFF ARRANGEMENTS

SCHEDULE 5 ADVERTISING ARRANGEMENTS

The Formal Notice is to be published on the Stock Exchange Website and the website of the Company on the following dates:

SCHEDULE 6 PROFESSIONAL INVESTOR TREATMENT NOTICE

We have categorized you as a Professional Investor based on information you have given us. You will inform us promptly in the event any such information ceases to be true and accurate. You will be treated as a Professional Investor in relation to all investment products and markets.

We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

We are not required by the Code to provide you with written risk warnings in respect of the risks involved in any transactions entered into with you, or to bring those risks to your attention.

We are not required to provide you with information about our business or the identity and status of employees and others acting on our behalf with whom you will have contact.

We are not required by the Code to promptly confirm the essential features of a transaction after effecting a transaction for you.

We are not required to establish your financial situation, investment experience or investment objectives, except where we are providing advice on corporate finance work.

If you wish to deal through the SEHK in securities admitted to trading on the SEHK under the Nasdaq-Amex Pilot Program, we are not required to provide you with documentation on that program.

We are not required to ensure that a recommendation or solicitation is suitable for you in the light of your financial situation, investment experience and investment objectives.

We shall not be subject to the requirements of paragraph 5.1A of the Code relating to know your client investor characterisation and paragraph 8.3A of the Code relating to disclosure of transaction related information.

SCHEDULE 7

FORM OF OFFER SIZE ADJUSTMENT OPTION EXERCISE NOTICE

To:

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

2 Queen's Road Central

Hong Kong

Morgan Stanley Asia Limited

46/F, International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

[Date]

Dear Sirs,

Reference is made to the Hong Kong underwriting agreement dated June 24, 2025 (the "Hong Kong Underwriting Agreement") between, inter alia, we, you and the several Hong Kong underwriters set out in Schedule 1 to the Hong Kong Underwriting Agreement (the "Hong Kong Underwriters") (the "Hong Kong Underwriters") in relation to the Hong Kong Public Offering of shares (the "Shares") of the Company in relation to the Share Offer of Shares (the "Shares") of the Company.

Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Hong Kong Underwriting Agreement. We hereby give you notice of the exercise of our right, pursuant to Clause 3.2 of the Hong Kong Underwriting Agreement, to allot and issue an additional [•] Offer Size Adjustment Option Shares to be allocated between the Hong Kong Public Offering and the International Offering as provided for under the Hong Kong Underwriting Agreement. In accordance with this notice of exercise, we hereby undertake that we shall allot and issue the Offer Size Adjustment Option Shares free from encumbrance on or before 9:00 a.m. on July 3, 2025 (being the date specified in the Hong Kong Prospectus for the despatch of share certificates).

This letter shall be governed by and construed in accordance with the Laws of Hong Kong.

This letter may be executed in counterparts. Each counterpart shall constitute an original of this letter but shall together constitute a single document. Please confirm your acceptance of the above by counter-signing this letter.

Exhibit 1.2

Dated

KANZHUN LIMITED

GOLDMAN SACHS (ASIA) L.L.C.

MORGAN STANLEY ASIA LIMITED

HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED

AND

THE INTERNATOINAL UNDERWRITERS

(WHOSE NAMES APPEAR IN ‎SCHEDULE 1)

INTERNATIONAL UNDERWRITING
AGREEMENT

RELATING TO AN INTERNATINAL OFFERING
OF

INITIALLY 27,000,000 SHARES OF

KANZHUN LIMITED

BEING PART OF A SHARE OFFER OF
INITIALLY

30,000,000 SHARES

KANZHUN LIMITED

[.] Shares
(nominal value US$0.0001 per Share)

INTERNATIONAL UNDERWRITING AGREEMENT 

(the "Agreement")

June 30, 2025

GOLDMAN SACHS (ASIA) L.L.C. ("GS")

68th Floor, Cheung Kong Center

2 Queen's Road Central, Hong Kong

MORGAN STANLEY ASIA LIMITED ("MS")

Level 46, International Commerce Centre

1 Austin Road West, Kowloon, Hong Kong

(in alphabetical order)

as the Overall Coordinators (as defined herein) and the Joint Global Coordinators (as defined below) on behalf of the several International Underwriters named in Schedule I hereto

HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED ("Huatai")

62/F, The Center

99 Queen's Road Central, Hong Kong

Ladies and Gentlemen:

as a Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager Kanzhun Limited (the "Company"), a limited liability company incorporated in the Cayman Islands on January 16, 2014 and whose principal place of business is 21/F GrandyVic Building Taiyanggong Middle Road, Chaoyang District, Beijing, China, proposes, subject to the terms and conditions stated herein, to issue and sell to the purchasers (the "Subsequent Purchasers") procured by the several international underwriters named in Schedule I hereto (the “International Underwriters”), or failing which to the International Underwriters initially [.] Class A ordinary shares (subject to Offer Size Adjustment Option (as defined below) and as adjusted by Reallocated Shares and/or Unsold Shares, the “International Offer Shares”) to be listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and traded in Hong Kong dollars. The offering and sale of the International Offer Shares under this Agreement is herein referred to as the “International Offering”.

The Company has entered into an agreement dated June 24, 2025 (the “Hong Kong Underwriting Agreement”) relating to the concurrent offering and sale by the Company to the public in the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China (the “PRC”) of initially an aggregate of 3,000,000 Shares (subject to Offer Size Adjust Option (as defined below) and as adjusted by Reallocated Shares and/or Unsold Shares, the “Hong Kong Offer Shares”), to be underwritten through arrangements with certain underwriters in Hong Kong (the “Hong Kong Underwriters”). The offering and sale of the Hong Kong Offer Shares is herein referred to as the “Hong Kong Public Offering”. Except as the context may otherwise require, the International Offering and the Hong Kong Public Offering are referred to herein collectively as the “Share Offer”, the Hong Kong Underwriters and the International Underwriters are referred to herein collectively as the “Underwriters”, and the International Offer Shares and the Hong Kong Offer Shares are referred to herein collectively as the “Offer Shares”. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the Hong Kong Underwriting Agreement are hereby made expressly conditional on one another.

[Pursuant to the option under Clause 3.2 of the Hong Kong Underwriting Agreement (the "Offer Size Adjustment Option"), the Company [has exercised] the Offer Size Adjustment Option, pursuant to which the Company will issue and allot an additional [.] Offer Shares to purchasers procured by both the Hong Kong Underwriters and the International Underwriters at the Offer Price (as defined below). As a result of the exercise of such Offer Size Adjustment Option as well as the reallocation of Reallocated Shares / Unsold Shares set out in Section 1(b) below, the number of International Offer Shares has been adjusted to [.], and the number of Hong Kong Offer Shares has been adjusted to [.].]

The International Offer Shares and the Hong Kong Offer Shares are being offered at an identical price of HK$[●] per Share (the “Offer Price”), which is exclusive of a brokerage fee per Share of 1.0% (the “Brokerage”), SFC transaction levy per Share of 0.0027% (the “SFC Transaction Levy”) imposed by the Securities and Futures Commission of Hong Kong (the “SFC”), AFRC transaction levy per Share of 0.00015% (the “AFRC Transaction Levy”) imposed by the Accounting and Financial Reporting Council (the “AFRC”), and Stock Exchange trading fee per Share of 0.005% (the “Trading Fee”), in each case, payable by purchasers of the Offer Shares. The Trading Fee, the SFC Transaction Levy and the AFRC Transaction Levy are also payable by the Company with respect to the Offer Shares.

GS and MS (in alphabetical order) are acting as the overall coordinators (the “Overall Coordinators”); GS, MS (in alphabetical order) and Huatai are acting as the joint global coordinators for the Share Offer (the “Joint Global Coordinators”). GS, MS (in alphabetical order), Huatai, Futu Securities International (Hong Kong) Limited ("Futu Securities") and Tiger Brokers (HK) Global Limited ("Tiger Brokers") shall act as the joint bookrunners for the International Offering (the “Joint Bookrunners”), joint lead managers for the International Offering (the “Joint Lead Managers”) and the capital market intermediaries (the CMIs”) for the Share Offer. The International Underwriters and the Hong Kong Underwriters are simultaneously entering into an agreement between the international and Hong Kong underwriting syndicates (the “Inter-syndicate Agreement”), which provides, among other things, that the Overall Coordinators shall have the right to reallocate the International Offer Shares and the Hong Kong Offer Shares among the underwriting syndicates. The Company hereby acknowledges the appointment of the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the CMIs.

A prospectus dated June 25, 2025 (the “Hong Kong Prospectus”) has been prepared and used in connection with the Hong Kong Public Offering. In conjunction with the Share Offer, the Company has made an application for listing the Shares on the Main Board of the Stock Exchange, and GS and MS (in alphabetical order) are acting as the Overall Coordinators of the Company’s application for listing.

The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) an “automatic shelf registration statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), on Form F--3 (File No. 333-268834) relating to the registration of the Shares. Such registration statement, at the time it became effective, or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, including the exhibits and any schedules thereto, the documents incorporated or deemed to be incorporated by reference therein and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, is referred to herein as the “Registration Statement;” the base prospectus filed as part of such Registration Statement, in the form in which it has most recently been filed with the SEC on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus;” any preliminary prospectus (including any preliminary prospectus supplement) relating to the Offer Shares filed with the SEC pursuant to Rule 424(b) under the Securities Act is hereinafter called a “Preliminary Prospectus;” the Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Offer Shares in the form first used to confirm sales of the Offer Shares (or in the form first made available to the International Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) (the "Final Prospectus") is hereinafter called the “U.S. Prospectus”; any reference herein to the Registration Statement, the U.S. Prospectus, or the Disclosure Package (as defined below) shall be deemed to refer to and include the documents incorporated by reference therein; and any reference to any amendment or supplement to the Registration Statement and the U.S. Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Offer Shares filed with the SEC pursuant to Rule 424(b) under the Securities Act and any documents filed under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus, or the U.S. Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. Any "issuer free writing prospectus" as defined in Rule 433 under the Securities Act relating to the Offer Shares is hereinafter called an "Issuer Free Writing Prospectus." The Free Writing Prospectus and other documents and information set forth in Schedule II to this Agreement, all considered together, are herein referred to collectively as the “Disclosure Package.” “Time of Sale” means the time when sales of the International Offer Shares were made, which for purposes of this Agreement is [•] [a.m.]/[p.m.] [Hong Kong] time on the date of this Agreement.

The obligations of each of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters as stipulated in this Agreement are several (and not joint or joint and several). None of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters will be liable for any failure on the part of any of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers or International Underwriters to perform their respective obligations under this Agreement and no such failure shall affect the right of any of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers or International Underwriters to enforce the terms of this Agreement. Notwithstanding the foregoing, each of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters shall be entitled to enforce any or all of its rights under this Agreement either alone or jointly with the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters. Some of the international underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC.

Capitalized terms used and not defined herein shall have the meanings set forth in the Hong Kong Underwriting Agreement. The terms “herein”, “hereof”, “hereto”, “hereinafter” and similar terms as used in this Agreement shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement. The term “or” as used herein is not exclusive. The term “business day” as used herein shall mean a day (other than Saturday or Sunday) on which banking institutions in the PRC, Hong Kong and New York are all open generally for normal banking business and on which the Stock Exchange is open for business of dealing in securities.

As used herein, “Affiliate” has the meaning as defined in Rule 501(b) of Regulation D under the Securities Act; “Laws” means all laws, rules, regulations, guidelines, opinions, notices, circulars, orders, codes, policies, consents, judgments, decrees or rulings of any court, government, law enforcement agency, governmental or regulatory authority whether national, federal, provincial, regional, state, municipal or local, domestic or foreign (including, without limitation, the Stock Exchange, the SFC, the SEC, and the CSRC) of all relevant jurisdictions (including, without limitation, Hong Kong, the PRC, the U.S. and the Cayman Islands), including, without limitation, the Listing Rules, the Code of Conduct, the Companies Ordinance, the Companies (Winding up and Miscellaneous Provisions) Ordinance (the “C(WUMP)O”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (境內企業境外發行證券和上市管理試行辦法) and supporting guidelines (the “CSRC Filing Rules”) issued by the China Securities Regulatory Commission (the “CSRC”), the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (關於加強境內企業境外發行證券和上市相關保密和檔案管理工作的規定) (the “CSRC Archive Rules”, and together with the CSRC Filing Rules, the “CSRC Rules”), the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder; “Sanctions Laws and Regulations” means (i) any sanctions related to or administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury (including, without limitation, the designation as a “specially designated national or blocked person” thereunder), the U.S. Department of State, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (including, without limitation, designation on the BIS “Entity List” or “Denied Persons List”), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, Switzerland or any other relevant sanctions authority, or any orders or licenses publicly issued under the authority of any of the foregoing, (ii) any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the U.S. Trading With the Enemy Act, the U.S. International Emergency Economic Powers Act, the U.S. Export Control Reform Act, the U.S. Countering America’s Adversaries Through Sanctions Act, the U.S. United Nations Participation Act, the U.S. Syria Accountability and Lebanese Sovereignty Act, or the United States Iran Sanctions Act of 2006, the Comprehensive Iran Sanctions Accountability and Divestment Act, all as amended, or any of the foreign assets control regulations of the U.S. Department of the Treasury (including, without limitation, 31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto; and (iii) the outbound investment final rule ("OIR Final Rule") issued by the U.S. Treasury Department, which became effective on January 2, 2025; “Approvals and Filings” means all approvals, sanctions, consents, permissions, certificates, authorizations, licenses, permits, clearances, orders, concessions, qualifications, registrations, declarations and franchises from any person, and filings and registrations with any person, of any relevant jurisdictions, including, without limitation, Hong Kong, the PRC, the U.S. and the Cayman Islands; “Governmental Authority” means any administrative, governmental, legislative or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organization or other non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case whether national, central, federal, provincial, state, regional, municipal, local, domestic, foreign or supranational, including, without limitation, the CSRC, the Stock Exchange, the SFC and the SEC; “Taxes” or “Taxation” means all forms of taxation whenever created, imposed or arising and whether of Hong Kong, the PRC and the Cayman Islands or of any other part of the world and, without prejudice to the generality of the foregoing, includes all forms of taxation on or relating to profits, salaries, interest and other forms of income, taxation on capital gains, sales and value added taxation, business tax, estate duty, death duty, capital duty, stamp duty, payroll taxation, withholding taxation, rates and other taxes or charges relating to property, customs and other import and excise duties, and generally any taxation, fee, assessment, duty, impost, levy, rate, charge or any amount payable to taxing, revenue, customs or fiscal Governmental Authorities whether of Hong Kong, the PRC and the Cayman Islands or of any other part of the world, whether by way of actual assessment, withholding, loss of allowance, deduction or credit available for relief or otherwise, and including all interest, additions to tax, penalties or similar liabilities arising in respect of any taxation; and “Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, equitable right, power of sale, hypothecation, retention of title, right of pre-emption or other third party claim, claim, defect, right, interest or preference granted to any third party, or any other encumbrance or security interest of any kind, or an agreement, arrangement or obligation to create any of the foregoing. References in this Agreement to knowledge, information, belief or awareness or similar terms (“knowledge”) of any person shall be treated as including but not limited to any knowledge, information, belief and awareness which the person would have had if such person had made due, diligent and careful enquiries.

The Overall Coordinators, on behalf of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the CMIs and the International Underwriters, shall determine the manner and basis of allocation of the International Offer Shares. Upon the authorization by the Overall Coordinators of the release of the International Offer Shares, the several International Underwriters propose to offer the International Offer Shares for sale themselves or through their respective affiliates. The Company acknowledges and agrees that the sale of the International Offer Shares by such International Underwriter itself or through its affiliates shall be made by it either as agent of the Company under applicable Laws to procure purchasers for the International Offer Shares (in which case the purchase obligation of such International Underwriter under this subsection (a) shall be reduced pro tanto) or, failing which, as principal to purchase itself or through its Affiliates the International Offer Shares, and, accordingly, the Company appoints each International Underwriter together with its Affiliates as agents under applicable Laws and confers on them the powers, authority and discretion on behalf of the Company that are necessary solely to procure purchasers for the International Offer Shares upon the basis of the representations and warranties contained herein and subject to the terms and conditions herein set forth; provided, however, that any International Underwriter or its Affiliates selling International Offer Shares as agent of the Company pursuant to this subsection (a) and under applicable Laws will remain obligated to pay to the Company the Offer Price for such International Offer Shares as if such International Underwriters were purchasing such International Offer Shares as principal. In view of the foregoing, a purchase of International Offer Shares may include a subscription for International Offer Shares of the Company and a sale of International Offer Shares may include an allotment of International Offer Shares by the Company.

and, in each of the cases of reallocation of International Offer Shares to the Hong Kong Public Offering described in subsections (A) through (D) above (such reallocated International Offer Shares being referred to herein as the “Reallocated Shares”), the number of International Offer Shares available under the International Offering will be correspondingly reduced in such manner as the Overall Coordinators deem appropriate; the Reallocated Shares will be delivered to investors in the Hong Kong Public Offering specified by the Overall Coordinators in the same manner and at the same time as the Hong Kong Offer Shares originally included in the Hong Kong Public Offering; provided, that the International Underwriters shall be entitled to receive an amount equal to the gross commission on the Reallocated Shares (which gross commission is to be calculated in accordance with subsection (d) of this Section 1 so that, expressed as a percentage, such commission shall be the same per Reallocated Share as per International Offer Share) out of the amounts payable to the Company hereunder. For the avoidance of doubt and without prejudice to the payment by the Company of the incentive fee referred to in subsection (d) of this Section 1, no underwriting commission shall be payable by the Company to the Hong Kong Underwriters on any of the Reallocated Shares; provided, further, that the International Underwriters shall have no further payment or other obligations to the Company with respect to the Reallocated Shares, and In addition, the Company shall pay to the Overall Coordinators (for themselves and on behalf of the International Underwriters) an incentive fee which is [ ]% of the Offer Price for each International Offer Share (including each Unsold Share reallocated to the International Offering and each Reallocated Share reallocated to the Hong Kong Public Offering) (the "International Incentive Fee"), the allocation of which with respect to the International Offer Shares shall be made in accordance with Schedule I hereto.

The Company shall also pay to the Overall Coordinators (for themselves and on behalf of the International Underwriters) an incentive fee which is [ ]% of the Offer Price for each Hong Kong Offer Share (excluding each Unsold Share reallocated to the International Offering and each Reallocated Share reallocated to the International Offering under this Agreement) (the "Hong Kong Underwriters' Incentive Fee"), the allocation of which with respect to the Hong Kong Offer Shares shall be made in accordance with Schedule I hereto.

The Company agrees and undertakes with each of the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers , the CMIs and the International Underwriters to comply with the following:

and, in each of the cases described in subsections (i) to (iii) above, the Company shall promptly prepare, announce, issue, publish, distribute, furnish or otherwise make available, at the Company’s expense, such amendments or supplements to the Registration Statement, the Disclosure Package, the U.S. Prospectus as the Overall Coordinators and the Joint Global Coordinators may reasonably require); provided, however, that any amendment or supplement to the Registration Statement, the Disclosure Package, the U.S. Prospectus (whether made pursuant to this subsection (d) or otherwise) or any announcement, issue, publication or distribution, or delivery to investors, of such amendment or supplement or any consent by or knowledge of the Overall Coordinators and/or the Joint Global Coordinators of such amendment or supplement shall not in any event and notwithstanding any other provision hereof constitute a waiver or modification of any of the conditions precedent to the obligations of the International Underwriters as set forth in this Agreement or result in the loss of any rights hereunder of the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the CMIs or the International Underwriters, as the case may be, to terminate this Agreement and/or seek indemnification or otherwise prejudice any other rights of the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the CMIs or the International Underwriters, as the case may be, under this Agreement (in each case whether by reason of any misstatement or omission resulting in a prior breach of any of the representations and warranties and other statements of the Company herein or otherwise);

in each case, whether any of the foregoing transactions is to be settled by delivery of Shares or such other equity securities of the Company or in cash or otherwise (whether or not the allotment or issue of Shares or such other securities of the Company will be completed within the Lockup Period), but in each case not including any action taken in the Company’s ordinary course of business (including, but not limited to, the operation of the share incentive plans (including in connection with the exercise of options or vesting of restricted share units thereunder) disclosed in the Hong Kong Prospectus;

Subject to Section 9, the undertakings in this Section 4 shall remain in full force and effect notwithstanding the completion of the Share Offer and the matters and arrangements referred to or contemplated in this Agreement.

The Company hereby confirms and acknowledges that each of the Overall Coordinators has:

All costs, expenses, fees, charges and Taxation in connection with or incidental to the Share Offer, the public offering of the Shares on the Stock Exchange, this Agreement and the transactions contemplated thereby or in this Agreement, including the following:

will be borne by the Company, and the Company will pay or cause to be paid all such costs, expenses, fees, charges and Taxation. For the avoidance of doubt, no such costs, expenses, fees, charges and Taxation contemplated in this Agreement and the Hong Kong Underwriting Agreement (including with respect to the monetary limits set forth in Subsection (s) above) shall be paid more than once by the Company in connection with the Share Offer.

Where certain costs payable by the Company have been excluded or capped in the relevant engagement letter or separate agreement between the Company and that Appointee, such costs shall be similarly excluded or capped (as the case may be) from Clause 7.2 with respect to that Appointee. In this Section 6, where any costs are payable by the Company pursuant to an agreement or arrangement: (a) to which none of the Appointees are party, the Appointees acknowledge and agree that the Company will not owe any liability (contractual or otherwise) towards any Appointee with respect to the payment of such costs; and (b) to which one or more Appointee is party, the Appointee acknowledge and agree that the Company will only owe a liability for the payment of such costs to the Appointees which are party to the agreement or arrangement.

If this Agreement is rescinded or terminated or does not become unconditional or, for any other reason, the Share Offer does not proceed, the Company will not be liable to pay the International Underwriting Commission, Hong Kong Underwriting Commission, or International Incentive Fee or Hong Kong Incentive Fee under Section 1(c) of this Agreement, but the Company must pay or reimburse or cause to be paid or reimbursed: all costs, expenses, fees, charges and Taxation referred to in this Section 6 which have been incurred by any Appointee; and all other costs, expenses, fees, charges and Taxation payable by the Company pursuant to this Section 6, in each case forthwith upon demand by any Appointee or the relevant party which incurred such costs, expenses, fees, charges and Taxation, as the case may be.

The several obligations of the International Underwriters hereunder are subject to (x) all the respective representations and warranties and other statements herein on the part of the Company being true and accurate and not misleading at and as of the date hereof, the Time of Sale, and the Time of Delivery, (y) the performance and compliance by the Company with all of its respective obligations and undertakings hereunder and (z) the following additional conditions precedent; provided, however, that the Overall Coordinators and the Joint Global Coordinators may, in their sole and absolute discretion, waive or modify in favor of the Company (with or without condition(s) attached) any condition precedent set forth in this Section 7; provided, further, that, with respect to the Time of Delivery, the latest time for the Overall Coordinators and the Joint Global Coordinators to exercise their discretion in respect of the conditions set forth in this Section shall be 8:00 a.m., Hong Kong time, on the day of the Time of Delivery: