6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2014

Commission File Number: 000-50841

51job, Inc.

(Translation of registrant’s name into English)

Building 3

No. 1387, Zhang Dong Road

Shanghai 201203

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

51JOB, INC.
By:	/s/ Rick Yan
	Name:	Rick Yan
	Title:	President and Chief Executive Officer

Date: November 7, 2014

EXHIBIT INDEX

Exhibit	Description
99.1	Press release regarding third quarter 2014 unaudited financial results dated November 6, 2014
99.2	Notice of Annual General Meeting of Members of 51job, Inc. dated November 6, 2014
99.3	Proxy Statement for Annual General Meeting of Members of 51job, Inc.
99.4	Form of Proxy Form and Written Consent for Holders of Common Shares

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Rebecca Liu

Investor Relations

51job, Inc.

+(86-21) 6879-6250

ir@51job.com

51job, Inc. Reports Third Quarter 2014 Financial Results

SHANGHAI, China, November 6, 2014 – 51job, Inc. (Nasdaq: JOBS) (“51job” or the “Company”), a leading provider of integrated human resource services in China, announced today its unaudited financial results for the third quarter of 2014 ended September 30, 2014.

Third Quarter 2014 Financial Highlights:

· Total revenues increased 13.0% over Q3 2013 to RMB474.0 million (US$77.2 million), exceeding the Company’s guidance range

· Online recruitment services revenues increased 13.6% over Q3 2013 to RMB315.5 million (US$51.4 million), which reflected the impact of a 6% value-added tax (“VAT”) policy change effective June 1, 2014

· Gross margin of 72.9% compared with 72.4% in Q3 2013

· Income from operations increased 11.8% over Q3 2013 to RMB127.8 million (US$20.8 million)

· Fully diluted earnings per share were RMB2.17 (US$0.35). Effective August 8, 2014, the Company changed the ratio of its American Depositary Share (“ADS”) for common share to one for one. See “Other Company News” below

· Excluding share-based compensation expense, loss from foreign currency translation and change in fair value of convertible notes, as well as the related tax effect of these items, non-GAAP adjusted fully diluted earnings per share were RMB2.52 (US$0.41), exceeding the Company’s guidance range

· Cash and short-term investments increased to RMB4,345.5 million (US$708.0 million) as of September 30, 2014

Commenting on the results, Rick Yan, President and Chief Executive Officer of 51job, said, “Our online business maintained a solid growth trajectory in the third quarter. Hiring demand remained positive and we continued to focus on our customer acquisition efforts. Despite operational adjustments we are making to our business process outsourcing services which have affected new client engagements in 2014, the performance of our other HR services area remained solid as we improved cross-selling of other value-added services, primarily our training services. We remain confident that the progress we have made in this year of investment and transition positions us to extend our market leadership, to capture greater opportunities in the HR space in China and to deliver sustainable and profitable returns to our shareholders over the long term.”

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 2

Third Quarter 2014 Unaudited Financial Results

Total revenues for the third quarter ended September 30, 2014 were RMB474.0 million (US$77.2 million), an increase of 13.0% from RMB419.6 million for the same quarter in 2013.

Online recruitment services revenues for the third quarter of 2014 were RMB315.5 million (US$51.4 million), representing a 13.6% increase from RMB277.6 million for the same quarter of the prior year. The growth was principally due to an increase in the number of unique employers using online recruitment services, which was partially offset by a decrease in average revenue per unique employer and the implementation of a 6% VAT policy change effective June 1, 2014. Unique employers increased 19.4% to 283,651 in the third quarter of 2014 compared with 237,526 in the same quarter of the prior year driven by strengthened customer acquisition efforts and increased usage of online recruitment services by employers. However, average revenue per unique employer decreased 4.9% in the third quarter of 2014 as compared with the same quarter in 2013 primarily due to the effect of the VAT policy change on online recruitment services revenues and the addition of new customers who generally purchase introductory, lower priced services.

Print advertising revenues for the third quarter of 2014 decreased 78.5% to RMB2.0 million (US$0.3 million) compared with RMB9.4 million for the same quarter in 2013 primarily due to the ongoing business transition away from print advertising services. The estimated number of print advertising pages generated in the third quarter of 2014 was 19 pages compared with 298 pages in the same quarter in 2013. The Company operates a print publication in the city of Xian as of September 30, 2014 compared with four cities as of September 30, 2013.

Other human resource related revenues for the third quarter of 2014 increased 18.0% to RMB156.5 million (US$25.5 million) from RMB132.6 million in the same quarter of 2013 primarily due to growth and usage of business process outsourcing and training services.

Gross profit for the third quarter of 2014 increased 14.6% to RMB334.0 million (US$54.4 million) from RMB291.5 million for the same quarter of the prior year. Gross margin, which is gross profit as a percentage of net revenues, increased to 72.9% in the third quarter of 2014 compared with 72.4% in the same quarter in 2013.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 3

Operating expenses for the third quarter of 2014 increased 16.4% to RMB206.2 million (US$33.6 million) from RMB177.2 million for the same quarter of 2013. Sales and marketing expenses for the third quarter of 2014 increased 20.1% to RMB143.8 million (US$23.4 million) from RMB119.7 million for the same quarter of the prior year primarily due to additional sales headcount, higher employee compensation expenses and greater advertising expenditures. General and administrative expenses for the third quarter of 2014 increased 8.7% to RMB62.4 million (US$10.2 million) from RMB57.4 million in the third quarter of 2013 primarily due to higher employee compensation expenses, including share-based compensation, as well as greater office and depreciation expenses.

Income from operations for the third quarter of 2014 increased 11.8% to RMB127.8 million (US$20.8 million) from RMB114.4 million for the same quarter of the prior year. Operating margin, which is income from operations as a percentage of net revenues, was 27.9% in the third quarter of 2014 compared with 28.4% in the same quarter of 2013. Excluding share-based compensation expense, operating margin would be 32.6% in the third quarter of 2014 compared with 32.9% in the same quarter of 2013.

In April 2014, the Company completed an offering of US$172.5 million in convertible senior notes. In the third quarter of 2014, the Company recognized a mark-to-market gain of RMB58.5 million (US$9.5 million) associated with a change in the fair value of convertible notes.

The effective tax rate in the third quarter of 2014 decreased to 12.3% compared with 17.7% in the third quarter of 2013 as a result of non-taxable items, primarily the change in fair value of convertible notes, which comprised a large portion of the income before income tax base. The effective tax rate on non-GAAP results in the third quarter of 2014 was 14.8% compared with 15.5% in the third quarter of 2013.

Net income for the third quarter of 2014 was RMB187.2 million (US$30.5 million) compared with RMB117.4 million for the same quarter in 2013. Fully diluted earnings per share for the third quarter of 2014 were RMB2.17 (US$0.35) compared with RMB1.95 for the same quarter in 2013.

In the third quarter of 2014, total share-based compensation expense was RMB21.3 million (US$3.5 million) compared with RMB18.3 million in the third quarter of 2013. The Company also recognized a loss from foreign currency translation of RMB0.4 million (US$0.1 million) in the third quarter of 2014 compared with RMB1.4 million in the third quarter of 2013.

Excluding share-based compensation expense, loss from foreign currency translation and change in fair value of convertible notes, as well as the related tax effect of these items, non-GAAP adjusted net income for the third quarter of 2014 increased 9.7% to RMB150.4 million (US$24.5 million) compared with RMB137.0 million for the third quarter of 2013. Non-GAAP adjusted fully diluted earnings per share were RMB2.52 (US$0.41) in the third quarter of 2014 compared with RMB2.28 in the third quarter of 2013.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 4

Nine Months 2014 Unaudited Financial Results

Total revenues for the nine months ended September 30, 2014 were RMB1,368.7 million (US$223.0 million), an increase of 13.6% from RMB1,204.3 million for the same period in 2013. Income from operations for the nine months ended September 30, 2014 increased 4.1% to RMB370.0 million (US$60.3 million) from RMB355.3 million for the same period in 2013.

Net income for the nine months ended September 30, 2014 increased 3.6% to RMB357.7 million (US$58.3 million) from RMB345.4 million for the same period in 2013. Fully diluted earnings per share for the nine months ended September 30, 2014 was RMB5.95 (US$0.97) compared with RMB5.76 for the same period in 2013.

Excluding share-based compensation expense, gain/loss from foreign currency translation, convertible senior notes issuance costs, change in fair value of convertible notes and change in fair value of zero-strike call options, as well as the related tax effect of these items, non-GAAP adjusted net income for the nine months ended September 30, 2014 increased 14.3% to RMB453.8 million (US$73.9 million) from RMB397.1 million for the nine months ended September 30, 2013. Non-GAAP adjusted fully diluted earnings per share were RMB7.49 (US$1.22) for the nine months ended September 30, 2014 compared with RMB6.63 in the same period in 2013.

As of September 30, 2014, cash and short-term investments totaled RMB4,345.5 million (US$708.0 million) compared with RMB3,147.5 million as of December 31, 2013. Short-term investments consist of certificates of deposit with original maturities from three months to one year.

Business Outlook

Based on current market conditions and factoring in the VAT policy change, the Company’s total revenues target for the fourth quarter of 2014 is in the estimated range of RMB515 million to RMB530 million (US$83.9 million to US$86.3 million). Excluding share-based compensation expense, any gain or loss from foreign currency translation, and any mark-to-market gain or loss associated with a change in fair value of convertible notes, as well as the related tax effect of these items, the Company’s non-GAAP fully diluted earnings target for the fourth quarter of 2014 is in the estimated range of RMB2.60 to RMB2.80 (US$0.42 to US$0.46) per share. The Company expects total share-based compensation expense in the fourth quarter of 2014 to be in the estimated range of RMB21 million to RMB22 million (US$3.4 million to US$3.6 million).

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 5

Other Company News

Effective August 8, 2014, the Company changed the ratio of its ADS to common share from one (1) ADS to two (2) common shares to one (1) ADS to one (1) common share.

In June 2014, the Company’s shareholders approved an increase to a share repurchase program originally authorized in September 2008 from US$25 million to US$75 million. In the third quarter of 2014, the Company repurchased 450,500 ADSs in the open market for an aggregate consideration of US$14.5 million, including transaction fees.

Currency Convenience Translation

For the convenience of readers, certain Renminbi amounts have been translated into U.S. dollars at the rate of RMB6.1380to US$1.00, the noon buying rate on September 30, 2014 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

Conference Call Information

Management will hold a conference call at 8:00 p.m. Eastern Time on November 6, 2014 (9:00 a.m. Shanghai / Hong Kong time zone on November 7, 2014) to discuss its third quarter 2014 financial results, operating performance and business outlook. To dial in to the call, please use conference ID 9129268 and the following telephone numbers:

US: +1-866-839-8029

Hong Kong: +852-2598-7556

International: +1-914-449-1588

The call will also be available live and on replay through 51job’s investor relations website, http://ir.51job.com. Please go to the website at least fifteen minutes early to register or install any necessary audio software.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 6

Use of Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), 51job uses non-GAAP financial measures of income before income tax expense, income tax expense, adjusted net income and adjusted earnings per share, which are adjusted from results based on GAAP to exclude share-based compensation expense, gain/loss from foreign currency translation, convertible senior notes issuance costs, change in fair value of convertible notes and change in fair value of zero-strike call options, as well as the related tax effect of these items. The Company believes excluding share-based compensation expense and its related tax effect from its non-GAAP financial measures is useful for its management and investors to assess and analyze the Company’s core operating results as such expense is not directly attributable to the underlying performance of the Company’s business operations and do not impact its cash earnings. The Company believes excluding gain/loss from foreign currency translation and its related tax effect from its non-GAAP financial measures is useful for its management and investors as such translation loss is not indicative of the Company’s core business operations and will not result in cash settlement nor impact the Company’s cash earnings. The Company believes excluding convertible senior notes issuance costs and its related tax effect from its non-GAAP financial measures is useful for its management and investors as such costs are one-time, non-recurring and not attributable to the underlying performance of the Company’s business. The Company believes excluding change in fair value of convertible notes and its related tax effect from its non-GAAP financial measures is useful for its management and investors as such change is not indicative of the Company’s core business operations and will not result in cash settlement nor impact the Company’s cash earnings. The Company believes excluding change in fair value of zero-strike call options and its related tax effect from its non-GAAP financial measures is useful for its management and investors as such change is not indicative of the Company’s core business operations and will not result in cash settlement nor impact the Company’s cash earnings. 51job also believes these non-GAAP financial measures excluding share-based compensation expense, gain/loss from foreign currency translation, convertible senior notes issuance costs, change in fair value of convertible notes and change in fair value of zero-strike call options, as well as the related tax effect of these items, are important in helping investors to understand the Company’s current financial performance and future prospects and to compare business trends among different reporting periods on a consistent basis. The presentation of these additional measures should not be considered a substitute for or superior to GAAP results or as being comparable to results reported or forecasted by other companies. The non-GAAP measures have been reconciled to GAAP measures in the attached financial statements.

About 51job

51job is a leading provider of integrated human resource services in China with a strong focus on recruitment related services. Through online recruitment services at http://www.51job.com and mobile applications, 51job enables enterprises to attract, identify and recruit employees and connects millions of job seekers with employment opportunities. 51job also provides a number of other value-added human resource services, including business process outsourcing, training, executive search and compensation and benefits analysis. 51job has a call center in Wuhan and a nationwide sales office network spanning 25 cities across China.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 7

Safe Harbor Statement

Statements in this release regarding targets for the fourth quarter of 2014, future business and operating results constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, and actual results could differ materially. Among the factors that could cause actual results to differ are the number of recruitment advertisements placed, sales orders received and customer contracts executed during the remaining weeks of the fourth quarter of 2014; any accounting adjustments that may occur during the quarterly close; fluctuations in the value of the Renminbi against the U.S. dollar and other currencies; behavioral and operational changes of customers in meeting their human resource needs as they respond to evolving social, economic, regulatory and political changes in China as well as stock market volatilities; introduction by its competitors of new or enhanced products or services; price competition in the market for the various human resource services that the Company provides in China; acceptance of new products and services developed or introduced by the Company outside of the human resources industry; and fluctuations in general economic conditions. For additional information on these and other factors that may affect the Company’s financial results, please refer to the Company’s filings with the Securities and Exchange Commission. 51job undertakes no obligation to update these targets prior to announcing final results for the fourth quarter of 2014 or as a result of new information, future events or otherwise.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 8

51job, Inc.

Consolidated Statements of Operations and Comprehensive Income

	For the Three Months Ended
(In thousands, except share and per share data)	September 30, 2013 (unaudited)			September 30, 2014 (unaudited)			September 30, 2014 (unaudited)
	RMB			RMB			US$ (Note 1)
Revenues:
Online recruitment services		277,645			315,450			51,393
Print advertising		9,357			2,012			328
Other human resource related revenues		132,597			156,513			25,499
Total revenues		419,599			473,975			77,220
Less: Business and related tax		(16,784	)		(16,017	)		(2,610	)
Net revenues		402,815			457,958			74,610
Cost of services (Note 2)		(111,289	)		(123,953	)		(20,194	)
Gross profit		291,526			334,005			54,416
Operating expenses:
Sales and marketing (Note 3)		(119,742	)		(143,788	)		(23,426	)
General and administrative (Note 4)		(57,432	)		(62,420	)		(10,170	)
Total operating expenses		(177,174	)		(206,208	)		(33,596	)
Income from operations		114,352			127,797			20,820
Loss from foreign currency translation		(1,387	)		(362	)		(59	)
Interest and investment income, net		19,214			22,296			3,633
Change in fair value of convertible notes		—			58,501			9,531
Other income, net		10,371			5,125			835
Income before income tax expense		142,550			213,357			34,760
Income tax expense		(25,198	)		(26,139	)		(4,259	)
Net income		117,352			187,218			30,501
Other comprehensive income:
Foreign currency translation adjustments		(22	)		(27	)		(4	)
Comprehensive income		117,330			187,191			30,497
Earnings per share:
Basic		1.99			3.23			0.53
Diluted (Note 5)		1.95			2.17			0.35
Weighted average number of common shares outstanding:
Basic		58,845,116			57,984,142			57,984,142
Diluted		60,129,379			63,177,289			63,177,289

__________

Notes:

1. The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB6.1380 to US$1.00 on September 30, 2014 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

2. Includes share-based compensation expense of RMB2,931 and RMB3,411 (US$556) for the three months ended September 30, 2013 and 2014, respectively.

3. Includes share-based compensation expense of RMB2,520 and RMB2,932 (US$478) for the three months ended September 30, 2013 and 2014, respectively.

4. Includes share-based compensation expense of RMB12,845 and RMB14,947 (US$2,435) for the three months ended September 30, 2013 and 2014, respectively.

5. Diluted earnings per share is calculated in accordance with the "if converted" method. This includes the add-back of interest expense of RMB8,636, change in fair value of convertible notes of RMB58,501 and foreign currency translation loss of RMB33 related to the convertible senior notes to the numerator of net income and the addition of the maximum number of 4,035,672 potentially converted shares related to the convertible senior notes to the denominator of common shares for the three months ended September 30, 2014.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 9

51job, Inc.

Consolidated Statements of Operations and Comprehensive Income

	For the Nine Months Ended
(In thousands, except share and per share data)	September 30, 2013 (unaudited)			September 30, 2014 (unaudited)			September 30, 2014 (unaudited)
	RMB			RMB			US$ (Note 1)
Revenues:
Online recruitment services		795,209			929,014			151,355
Print advertising		45,179			12,788			2,084
Other human resource related revenues		363,947			426,898			69,549
Total revenues		1,204,335			1,368,700			222,988
Less: Business and related tax		(48,821	)		(50,166	)		(8,173	)
Net revenues		1,155,514			1,318,534			214,815
Cost of services (Note 2)		(312,601	)		(346,002	)		(56,370	)
Gross profit		842,913			972,532			158,445
Operating expenses:
Sales and marketing (Note 3)		(332,292	)		(418,309	)		(68,151	)
General and administrative (Note 4)		(155,290	)		(184,216	)		(30,012	)
Total operating expenses		(487,582	)		(602,525	)		(98,163	)
Income from operations		355,331			370,007			60,282
(Loss) Gain from foreign currency translation		(5,178	)		5,514			898
Interest and investment income, net		55,063			65,996			10,751
Convertible senior notes issuance costs		—			(47,210	)		(7,691	)
Change in fair value of convertible notes		—			29,622			4,826
Change in fair value of zero-strike call options		—			(24,874	)		(4,052	)
Other income, net		13,390			37,503			6,110
Income before income tax expense		418,606			436,558			71,124
Income tax expense		(73,226	)		(78,904	)		(12,855	)
Net income		345,380			357,654			58,269
Other comprehensive income:
Foreign currency translation adjustments		(22	)		57			9
Comprehensive income		345,358			357,711			58,278
Earnings per share:
Basic		5.92			6.08			0.99
Diluted (Note 5)		5.76			5.95			0.97
Weighted average number of common shares outstanding:
Basic		58,386,284			58,830,180			58,830,180
Diluted		59,914,169			60,076,413			60,076,413

__________

Notes:

1. The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB6.1380 to US$1.00 on September 30, 2014 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

2. Includes share-based compensation expense of RMB7,462 and RMB9,501 (US$1,548) for the nine months ended September 30, 2013 and 2014, respectively.

3. Includes share-based compensation expense of RMB6,415 and RMB8,167 (US$1,331) for the nine months ended September 30, 2013 and 2014, respectively.

4. Includes share-based compensation expense of RMB32,698 and RMB41,634 (US$6,783) for the nine months ended September 30, 2013 and 2014, respectively.

5. Diluted earnings per share is calculated in accordance with the "if converted" method. The potential conversion of the convertible senior notes was excluded in the computation of diluted earnings per share for the nine months ended September 30, 2014 because the effect would be anti-dilutive.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 10

51job, Inc.

Reconciliation of GAAP and Non-GAAP Results

	For the Three Months Ended
(In thousands, except share and per share)	September 30, 2013 (unaudited)			September 30, 2014 (unaudited)			September 30, 2014 (unaudited)
	RMB			RMB			USD (Note 1)
GAAP income before income tax expense		142,550			213,357			34,760
Add back: Share-based compensation expense		18,296			21,290			3,469
Add back: Loss from foreign currency translation		1,387			362			59
Add back: Change in fair value of convertible notes		—			(58,501	)		(9,531	)
Non-GAAP income before income tax expense		162,233			176,508			28,757
GAAP income tax expense		(25,198	)		(26,139	)		(4,259	)
Tax effect of share-based compensation expense, loss from foreign currency translation and change in fair value of convertible notes		(5	)		—			—
Non-GAAP income tax expense		(25,203	)		(26,139	)		(4,259	)
Non-GAAP adjusted net income		137,030			150,369			24,498
Non-GAAP adjusted earnings per share:
Basic		2.33			2.59			0.42
Diluted (Note 2)		2.28			2.52			0.41
Weighted average number of common shares outstanding:
Basic		58,845,116			57,984,142			57,984,142
Diluted		60,129,379			63,177,289			63,177,289

	For the Nine Months Ended
(In thousands, except share and per share data)	September 30, 2013 (unaudited)			September 30, 2014 (unaudited)			September 30, 2014 (unaudited)
	RMB			RMB			US$ (Note 1)
GAAP income before income tax expense		418,606			436,558			71,124
Add back: Share-based compensation expense		46,575			59,302			9,662
Add back: Loss (Gain) from foreign currency translation		5,178			(5,514	)		(898	)
Add back: Convertible senior notes issuance costs		—			47,210			7,691
Add back: Change in fair value of convertible notes		—			(29,622	)		(4,826	)
Add back: Change in fair value of zero-strike call options		—			24,874			4,052
Non-GAAP income before income tax expense		470,359			532,808			86,805
GAAP income tax expense		(73,226	)		(78,904	)		(12,855	)
Tax effect of share-based compensation expense, loss (gain) from foreign currency translation, convertible senior notes issuance costs, change in fair value of convertible notes and change in fair value of zero-strike call options		(5	)		(124	)		(20	)
Non-GAAP income tax expense		(73,231	)		(79,028	)		(12,875	)
Non-GAAP adjusted net income		397,128			453,780			73,930
Non-GAAP adjusted earnings per share:
Basic		6.80			7.71			1.26
Diluted (Note 3)		6.63			7.49			1.22
Weighted average number of common shares outstanding:
Basic		58,386,284			58,830,180			58,830,180
Diluted		59,914,169			62,766,861			62,766,861

________________

Notes:

1. The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB6.1380 to US$1.00 on September 30, 2014 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

2. Diluted earnings per share is calculated in accordance with the "if converted" method. This includes the add-back of interest expense of RMB8,636 related to the convertible senior notes to the numerator of Non-GAAP adjusted net income and the addition of the maximum number of 4,035,672 potentially converted shares related to the convertible senior notes to the denominator of common shares for the three months ended September 30, 2014.

3. Diluted earnings per share is calculated in accordance with the "if converted" method. This includes the add-back of interest expense of RMB16,502 related to the convertible senior notes to the numerator of Non-GAAP adjusted net income and the addition of the weighted average maximum number of 2,690,448 potentially converted shares related to the convertible senior notes to the denominator of common shares for the nine months ended September 30, 2014.

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51job, Inc. Reports Third Quarter 2014 Financial Results

November 6, 2014

Page 11

51job, Inc.

Consolidated Balance Sheets

	As of
(In thousands, except share and per share data)	December 31, 2013 (unaudited)		September 30, 2014 (unaudited)		September 30, 2014 (unaudited)
	RMB		RMB		US$ (Note 1)
ASSETS
Current assets:
Cash		1,065,543		1,315,212		214,274
Restricted cash		15,489		6,366		1,037
Short-term investments		2,081,964		3,030,274		493,691
Accounts receivable (net of allowance of RMB3,347 and RMB1,220 as of December 31, 2013 and September 30, 2014, respectively)		62,808		58,308		9,499
Prepayments and other current assets		345,061		402,063		65,504
Deferred tax assets, current		9,757		8,500		1,385
Total current assets		3,580,622		4,820,723		785,390
Non-current assets:
Property and equipment, net		519,277		525,596		85,630
Intangible assets, net		3,652		7,814		1,273
Other long-term assets		18,808		9,404		1,532
Deferred tax assets, non-current		632		86		14
Total non-current assets		542,369		542,900		88,449
Total assets		4,122,991		5,363,623		873,839
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		22,858		26,049		4,244
Salary and employee related accrual		60,076		58,021		9,453
Taxes payable		78,100		59,869		9,754
Advance from customers		411,877		515,698		84,017
Other payables and accruals		212,978		232,672		37,907
Total current liabilities		785,889		892,309		145,375
Non-current liabilities:
Deferred tax liabilities, non-current		5,983		11,729		1,911
Convertible senior notes		—		1,032,046		168,140
Total non-current liabilities		5,983		1,043,775		170,051
Total liabilities		791,872		1,936,084		315,426
Shareholders’ equity:
Common shares (US$0.0001 par value; 500,000,000 shares authorized, 59,144,055 and 59,043,271 shares issued and outstanding as of December 31, 2013 and September 30, 2014, respectively)		48		48		8
Additional paid-in capital		1,316,713		1,055,422		171,949
Statutory reserves		8,456		8,456		1,378
Accumulated other comprehensive income		1,541		1,598		260
Retained earnings		2,004,361		2,362,015		384,818
Total shareholders’ equity		3,331,119		3,427,539		558,413
Total liabilities and shareholders’ equity		4,122,991		5,363,623		873,839

__________

Note 1: The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB6.1380 to US$1.00 on September 30, 2014 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.

###

EX-99.2

Exhibit 99.2

51JOB, INC.

NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members (the “Meeting”) of 51job, Inc., a Cayman Islands exempted company (the “Company”), will be held at 9:00 a.m., local time, on December 12, 2014, at the Company’s principal executive offices at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China, for the purpose of considering and, if thought fit, passing and approving the following ordinary resolutions:

ORDINARY RESOLUTIONS

• To re-elect Mr. David K. Chao as a director of the Company.

• To re-elect Mr. Li-Lan Cheng as a director of the Company.

• To elect Mr. Eric He as a director of the Company.

• To re-elect Mr. Kazumasa Watanabe as a director of the Company.

• To re-elect Mr. Rick Yan as a director of the Company.

In addition, the Meeting will transact any other business properly brought before the Meeting.

Members may obtain copies of the proxy materials, including a proxy statement, a proxy form and written consent, and the Company’s 2013 annual report, at http://ir.51job.com under the heading “Annual Report.”

Members of record at the close of business on November 6, 2014 (the “Record Date”) of shares in the capital of the Company will be entitled to attend and vote at the Meeting or any adjournment or postponement thereof. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.

Pursuant to the Company’s Fifth Amended and Restated Memorandum and Articles of Association, on a poll, every member present in person or by proxy shall be entitled to one vote in respect of each common share held by him on the Record Date.

By Order of the Board of Directors,

/s/ Rick Yan

Rick Yan

Director, Chief Executive Officer, President and Company Secretary

November 6, 2014

EX-99.3

Exhibit 99.3

51JOB, INC.

Building 3

No. 1387, Zhang Dong Road

Shanghai 201203

People’s Republic of China

2014 ANNUAL GENERAL MEETING OF MEMBERS

TO BE HELD ON DECEMBER 12, 2014

PROXY STATEMENT

The Board of Directors is soliciting proxies for the 2014 Annual General Meeting of Members (the “Meeting”) of 51job, Inc. (the “Company”) to be held on December 12, 2014 at 9:00 a.m., local time, or any adjournment or postponement thereof. The Meeting will be held at the Company’s principal executive offices at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China.

Members of record at the close of business on November 6, 2014 (the “Record Date”) of shares in the capital of the Company may attend the Meeting and will be entitled to attend and vote at the Meeting or any adjournment or postponement thereof. The quorum for the Meeting shall be one or more members present in person or by proxy holding not less than 33⅓% of the outstanding common shares of the Company.

A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. Every member present in person or by proxy shall be entitled to one vote in respect of each common share held by him on the Record Date.

ORDINARY RESOLUTIONS TO BE VOTED ON

At the Meeting, ordinary resolutions will be proposed as follows:

1. To re-elec.t Mr. David K. Chao as a director of the Company until the close of the next annual general meeting of the Company.

2. To re-elect Mr. Li-Lan Cheng as a director of the Company until the close of the next annual general meeting of the Company.

3. To elect Mr. Eric He as a director of the Company until the close of the next annual general meeting of the Company.

4. To re-elect Mr. Kazumasa Watanabe as a director of the Company until the close of the next annual general meeting of the Company.

5. To re-elect Mr. Rick Yan as a director of the Company until the close of the next annual general meeting of the Company.

In addition, the Meeting will transact any other business properly brought before the Meeting.

The Board of Directors recommends a vote “FOR” each resolution.

1

VOTING PROCEDURE FOR HOLDERS OF COMMON SHARES

For holders of the Company’s common shares, you should vote by either attending the Meeting in person or by mailing the attached proxy form as instructed therein.

VOTING PROCEDURE FOR HOLDERS OF AMERICAN DEPOSITARY SHARES

JPMorgan Chase Bank, N.A., as depositary of the American Depositary Shares (the “ADSs”), has advised the Company that it intends to distribute to all holders of ADSs the Notice of the Meeting, this Proxy Statement and an ADS Voting Instruction Card. Upon the delivery of a signed and completed ADS Voting Instruction Card as instructed therein, the depositary will endeavor, to the extent practicable, to vote or cause to be voted the amount of common shares represented by the ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set for in such request. As the holder of record for all the common shares represented by the ADSs, only the depositary may vote those common shares at the Meeting. Holders of ADSs may attend, but may not vote at, the Meeting or any adjournment or postponement thereof.

The depositary and its agents are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions.

If (1) the enclosed ADS Voting Instruction Card is signed but is missing voting instructions, (2) the enclosed ADS Voting Instruction Card is improperly completed or (3) no ADS Voting Instruction Card is received by the depositary from a holder of the ADSs by December 10, 2014, the depositary shall deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote as the designated person so authorize.

AVAILABILITY OF PROXY MATERIALS

The proxy materials, including the Company’s 2013 annual report, are available at http://ir.51job.com under the heading “Annual Report.” You may request a hard copy of these documents by sending an email to the Investor Relations Department at ir@51job.com or by calling +86-21-6879-6250. There is no charge to you for requesting a copy.

DEADLINE FOR MEMBER PROPOSALS

For proposals from members to be considered and included in the proxy statement for the 2015 Annual General Meeting of Members, you must submit your proposal in writing and deliver it to the attention of the Company Secretary before July 1, 2015 at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China. The submission of a proposal does not assure that it will be included in the proxy statement or the proxy form.

2

ORDINARY RESOLUTIONS NO. 1 TO NO. 5

ELECTION OF DIRECTORS

The Board of Directors currently consists of five members, four of them are non-executive directors and one is a member of management. In accordance with the Company’s Fifth Amended and Restated Memorandum and Articles of Association, at each annual general meeting, all of the directors for the time being shall retire from office, retaining office until the close of such meeting, and shall be eligible for re-election. Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. The Company’s articles presently authorize five board positions or such other number as shall be fixed from time to time by the Board of Directors provided that the Board of Directors shall include such number of independent directors required by applicable law, rules or regulations.

DIRECTOR NOMINEES

David K. Chao has been a director of the Company since 2000. Mr. Chao is a co-founder and general partner of DCM, an early stage technology venture capital firm that manages over US$2.0 billion. DCM has offices in Menlo Park, USA, Beijing, China and Tokyo, Japan. Prior to joining DCM, Mr. Chao was a co-founder of Japan Communications, Inc., a publicly traded provider of mobile data and voice communications services in Japan. Prior to that, he also worked at McKinsey & Company, Apple Computer and Recruit Co., Ltd. Mr. Chao serves on the boards of directors of Renren Inc., a social networking Internet platform in China listed on the New York Stock Exchange, and numerous DCM portfolio companies. Mr. Chao received his Bachelor of Arts degree in Economics and East Asian Studies (Anthropology) from Brown University and his Master of Business Administration degree from Stanford University.

Li-Lan Cheng has been a director of the Company since March 2013. Mr. Cheng is the chief operating officer of E-House (China) Holdings Limited, a real estate services company listed on the New York Stock Exchange, since April 2012 and served as its chief financial officer from November 2006 to April 2012. Prior to joining E-House, Mr. Cheng served from 2005 to 2006 as the chief financial officer of SouFun Holdings Limited, a leading real estate Internet portal and a leading home furnishing website in China. From 2002 to 2004, Mr. Cheng served as an executive director and the chief financial officer of SOHO China Limited, a real estate developer in Beijing. From 1997 to 2002, he was an assistant director and the head of Asian transportation sector investment banking group of ABN AMRO Asia. Mr. Cheng is also an independent director of Country Style Cooking Restaurant Chain Co. Ltd., a quick service restaurant chain listed on the New York Stock Exchange, and Le Gaga Holdings Limited, a leading greenhouse vegetable producer in China listed on the NASDAQ Stock Market. Mr. Cheng received his Bachelor degree in Economics from Swarthmore College and his Ph.D. degree in Economics from the Massachusetts Institute of Technology. Mr. Cheng is a chartered financial analyst.

Eric He was appointed a director of the Company in July 2014. Mr. He currently serves as the chief financial officer of YY Inc., an interactive social platform company in China listed on the NASDAQ Stock Market. From March 2007 to August 2011, Mr. He served as the chief financial officer of Giant Interactive Group Inc. From 2004 to 2007, he served as the chief strategy officer of Ninetowns Internet Technology Group Company Limited. From 2002 to 2004, Mr. He served as a private equity investment director of AIG Global Investment Corporation (Asia) Ltd. Mr. He received his Bachelor degree in Accounting from National Taipei University and his Master of Business Administration degree from the Wharton School of the University of Pennsylvania. Mr. He is a chartered financial analyst and certified public accountant in the United States.

3

Kazumasa Watanabe has been a director of the Company since October 2012. Mr. Watanabe is a corporate executive officer of Recruit Holdings Co., Ltd., a human resources and information services company listed on the Tokyo Stock Exchange, and is head of research and development for the Asia sales promotion business. Since joining Recruit in 1991, he has been primarily involved in the growth and expansion of Recruit’s HR company and the online recruiting business. Starting his career as a sales representative, Mr. Watanabe became head of product in 1999 and then an editor-in-chief. In 2004, he assumed the role of division officer and has since held many senior positions throughout Recruit’s HR company responsible for new product and business development. Mr. Watanabe received his Bachelor degree in Commerce from Nagoya University in 1991.

Rick Yan has been a director, chief executive officer and president of the Company since 2000. He is responsible for the Company’s overall strategy and management. Mr. Yan was an investor and advisor of the Company from its inception and prior to his appointment as chief executive officer. Prior to joining the Company, Mr. Yan was a Director and the Head of China Practice at Bain & Company, an international strategy consulting company. He joined the firm in London in 1989, returned to Asia and set up Bain & Company’s Hong Kong and Beijing offices in 1991 and 1993, respectively. In his 11-year tenure with Bain & Company, Mr. Yan was widely acknowledged as an expert in the consumer products and technology sectors. Prior to his affiliation with Bain & Company, Mr. Yan worked at Hewlett-Packard in Hong Kong for four years and was awarded Marketing Executive of the Year. Mr. Yan received his Bachelor of Engineering degree and Master of Philosophy degree from the University of Hong Kong and his Master of Business Administration degree with distinction from INSEAD in France.

The Board of Directors recommends a vote “FOR” the election of each director nominee.

4

ACCESS TO CORPORATE GOVERNANCE POLICIES

The Company has adopted a Code of Business Conduct and Ethics which is available at http://ir.51job.com under the heading “Code of Conduct.” The committee charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors is available at http://ir.51job.com under the heading “Committee Charters.”

Copies of the Company’s Code of Business Conduct and Ethics as well as the committee charters will be provided free of charge upon written request to the Investor Relations Department by mail at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China.

OTHER MATTERS

The Board of Directors knows of no other business that will be presented at the Meeting. If any other business is properly brought before Meeting, proxies in the enclosed form will give authority to the proxy holders to vote on such matters at their discretion.

By Order of the Board of Directors,

/s/ Rick Yan

Rick Yan

Director, Chief Executive Officer, President and Company Secretary

November 6, 2014

5

EX-99.4

Exhibit 99.4

51JOB, INC.

(Incorporated in the Cayman Islands as an exempted company with limited liability)

PROXY FORM AND WRITTEN CONSENT

In connection with the Annual General Meeting of Members (the “Meeting”) of 51job, Inc. (the “Company”) to be held at 9:00 a.m., local time, on December 12, 2014, at the Company’s principal executive offices at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China, I/we, the undersigned Member acknowledges receipt of the Notice and Proxy Statement and, being the registered holder of                                               common shares, each of par value US$0.0001, in the capital of the Company (the “Shares”), hereby appoint

(Name)                                                                                                                                                                                                                                                  of
(Address)                                                                                                                                                                                                                                       (or failing which, the person chairing the Meeting), to act as my/our proxy for the Meeting and at any adjournment or postponement thereof and to vote all of my/our Shares on my/our behalf as directed below.

Please indicate with an “X” in the spaces provided how you wish the proxy to vote on your behalf.  If you leave both boxes blank (or mark both boxes with an “X”), the proxy shall have the right to determine how to cast your votes with respect to the resolutions.  The proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

ORDINARY RESOLUTIONS:	FOR	AGAINST
1.              To re-elect Mr. David K. Chao as a director of the Company.	¨	¨
2.              To re-elect Mr. Li-Lan Cheng as a director of the Company.	¨	¨
3.              To elect Mr. Eric He as a director of the Company.	¨	¨
4.              To re-elect Mr. Kazumasa Watanabe as a director of the Company.	¨	¨
5.              To re-elect Mr. Rick Yan as a director of the Company.	¨	¨

Print Full Name of Member: 

Name and Title of Signatory:  

The Member shall be deemed to have appointed for proxy in respect of all of the shares held under his/her/its name on the register of members. If the Member only appoints the proxy for a portion of the shares, please indicate the exact number of shares appointed for proxy here:                                                                

Date:                                                      

If you do not plan to vote at the Meeting, please fax or email your signed proxy for receipt by December 10, 2014 for your vote to be counted. Additionally, please mail the original copy of your signed proxy form and written consent to the following address:

Attn: Rick Yan
51job, Inc.
Building 3	Tel: +86-21-6160 1888
No. 1387, Zhang Dong Road	Fax: +86-21-6879 6233
Shanghai 201203	Email: proxy@51job.com
People’s Republic of China

The completion and return of this form will not prevent you from attending the Meeting and voting in person should you so wish.