Form F-1

0001193125-14-182615.txt : 20140505 0001193125-14-182615.hdr.sgml : 20140505 20140505165150 ACCESSION NUMBER: 0001193125-14-182615 CONFORMED SUBMISSION TYPE: F-1 PUBLIC DOCUMENT COUNT: 146 FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zhaopin Ltd CENTRAL INDEX KEY: 0001378564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: F-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-195696 FILM NUMBER: 14814128 BUSINESS ADDRESS: STREET 1: 6/F, FOSUN INTERNATIONAL CENTRE STREET 2: 237 CHAOYANG NORTH ROAD, CHAOYANG DIST. CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 86-10-5863-5888 MAIL ADDRESS: STREET 1: 6/F, FOSUN INTERNATIONAL CENTRE STREET 2: 237 CHAOYANG NORTH ROAD, CHAOYANG DIST. CITY: BEIJING STATE: F4 ZIP: 100020 F-1 1 d653603df1.htm FORM F-1 Form F-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2014

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Zhaopin Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)


Cayman Islands	7370	Not Applicable
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

6/F, Fosun International Centre

237 Chaoyang North Road

Chaoyang District, Beijing 100020

People’s Republic of China

(+86) 10-5863-5888

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

(+1) 212-750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Z. Julie Gao, Esq.

Will H. Cai, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

(+852) 3740-4700

Adrian J. S. Deitz, Esq.

Skadden, Arps, Slate, Meagher & Flom

Level 13

131 Macquarie Street

Sydney, New South Wales 2000

Australia

(+61) 2-9253-6000

Howard Zhang, Esq.

Davis Polk & Wardwell LLP

2201 China World Office 2

1 Jian Guo Men Wai Avenue

Chaoyang District, Beijing 100004

People’s Republic of China

(+86) 10-8567-5002

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee
Class A ordinary Shares, par value US$0.01 per share⁽¹⁾	US$100,000,000	US$12,880

⁽¹⁾	American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents Class A ordinary shares.

⁽²⁾

Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional shares. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED , 2014

American Depositary Shares

LOGO

Zhaopin Limited

Representing Class A Ordinary Shares

This is an initial public offering of Zhaopin Limited. We are offering American depositary shares, or ADSs, of Zhaopin Limited. Each ADS represents of our Class A ordinary share(s), par value US$0.01 per share.

Prior to this offering, there has been no public market for our ADSs or our Class A ordinary shares. We anticipate that the initial public offering price will be between US$ and US$ per ADS.

We have applied to have the ADSs listed on the New York Stock Exchange under the symbol “ZPIN.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements in this prospectus and future filings.

Investing in our ADSs involves risks. See “Risk Factors” beginning on page 13.

Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per ADS	Total
Public offering price	US$	US$
Underwriting discount	US$	US$
Proceeds to us (before expenses)	US$	US$

We have granted the underwriters an option to purchase up to additional ADSs from us at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover any over-allotment.

We plan to adopt a dual-class share structure immediately prior to the completion of this offering, subject to shareholder approval. Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for conversion and voting rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to four votes and is convertible into one Class A ordinary share at any time. Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. Upon the completion of this offering, our existing shareholders will own an aggregate of Class B ordinary shares, which will represent % of the then total voting power of our outstanding shares, assuming the underwriters do not exercise their option to purchase additional ADSs. Holders of our Class A ordinary shares will own an aggregate of Class A ordinary shares, which will represent % of the then total voting power of our outstanding shares, assuming the underwriters do not exercise their option to purchase additional ADSs.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2014.


Credit Suisse				UBS Investment Bank

The date of this prospectus is , 2014

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TABLE OF CONTENTS


	Page
CONVENTIONS USED IN THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		53
USE OF PROCEEDS		55
DIVIDEND POLICY		57
CAPITALIZATION		58
DILUTION		59
EXCHANGE RATE INFORMATION		61
ENFORCEABILITY OF CIVIL LIABILITIES		62
OUR CORPORATE HISTORY AND STRUCTURE		64
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA		71
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		74
INDUSTRY OVERVIEW		103
BUSINESS		106
REGULATION		116
MANAGEMENT		126
PRINCIPAL SHAREHOLDERS		136
RELATED PARTY TRANSACTIONS		138
DESCRIPTION OF SHARE CAPITAL		139
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		148
SHARES ELIGIBLE FOR FUTURE SALE		160
TAXATION		162
UNDERWRITING		169
EXPENSES RELATED TO THIS OFFERING		177
LEGAL MATTERS		178
EXPERTS		179
WHERE YOU CAN FIND ADDITIONAL INFORMATION		180
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or in any related free-writing prospectus that we have filed with the United States Securities and Exchange Commission, or the SEC. Neither we nor the underwriters have authorized anyone to provide you with different information. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

Neither we nor the underwriters have taken any action to permit a public offering of the ADSs outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of the prospectus outside the United States.

Through and including , 2014 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotment or subscription.

CONVENTIONS USED IN THIS PROSPECTUS

In this prospectus, unless otherwise indicated or the context otherwise requires, references to:

•

“we,” “us,” “our company” and “our” refer to Zhaopin Limited, its subsidiaries and consolidated affiliated entities;

•

“ADSs” refers to our American depositary shares, each of which represents Class A ordinary shares;

•

“China” or “PRC” refers to the People’s Republic of China, excluding, for purposes of this prospectus only, Taiwan, Hong Kong and Macau;

•

“iResearch” refers to iResearch Consulting Group, a third-party market research firm; the “iResearch Survey” refers to 2014 iResearch China Online Recruitment Service User Survey, an industry report commissioned by us and prepared by iResearch; “iResearch Public Data” refers to data and information contained in research reports prepared by iResearch and made available to all subscribers, which are not commissioned by us;

•

“Daily unique visitors” refers to the number of visitors who accessed a website on any given day, with each visitor being identified by the device the visitor used to access the website, but not including visitors who accessed the website via mobile devices; and

•

“shares” or “ordinary shares” refers to our ordinary shares, par value US$0.01 per share, and “preferred shares” refers to our Series B and Series C convertible preferred shares, in each case par value US$0.01 per share. Immediately prior to the completion of this offering, our ordinary shares will consist of Class A and Class B ordinary shares, par value US$0.01 per share.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Our financial statements are expressed in Renminbi, which is our reporting currency. Certain of our financial data in this prospectus are translated into U.S. dollars solely for your convenience. Unless otherwise noted, all translations from Renminbi to U.S. dollars in this prospectus were made at a rate of RMB6.0537 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2013. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all. For more information, see “Exchange Rate Information.”

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in the ADSs, you should carefully read the entire prospectus, including our financial statements and related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This prospectus contains information from the 2014 iResearch China Online Recruitment Service User Survey, an industry report commissioned by us and prepared by iResearch Consulting Group, or iResearch, a third-party market research firm. We refer to this report as the iResearch Survey in this prospectus.

Our Company

We are a leading career platform in China, focusing on connecting users with relevant job opportunities throughout their career lifecycle. Our zhaopin.com website is the most popular career-focused website in China as measured by average daily unique visitors in each month of 2013, according to the iResearch Public Data. We are the second largest online recruitment services provider as measured by revenues in 2013, according to the iResearch Public Data. Our over 74 million registered users include diverse and educated job seekers who are at various stages of their careers and are in demand by employers as a result of the general shortage of skilled and educated workers in China. In the fiscal year ended June 30, 2013 and the six months ended December 31, 2013, over 10.5 million and 7.2 million job postings were respectively placed on our platform by approximately 250,000 and 226,000 employers including multinational corporations, small and medium-sized enterprises and state-owned entities. The quality and quantity of our users and the resumes in our database attract an increasing number of customers. This in turn leads to more users turning to us as their primary recruitment and career-related services provider, creating strong network effects and significant entry barriers for potential competitors.

Since our inception in 1994, we have capitalized on our early-mover advantage as an online career-related services provider to build a leading brand in China. Our “Zhaopin” (“ LOGO ”) brand, which means “hire” or “recruit” in Chinese, has contributed to our success. We focus on educated and skilled users, which positions us favorably in industries that contain high percentages of white-collar positions, where there are shortages of skilled labor. We understand the needs of both users and employers and, as a result, our platform is well-positioned to best match users with relevant job opportunities provided by employers.

Benefiting from our strong brand, our leading market position and our focus on industries with high hiring demand, we have achieved significant growth in our operations in recent years, as highlighted by the following data:

•

We had 74.1 million registered users as of December 31, 2013, representing an increase of 18.7% from December 31, 2012;

•

Approximately 10.5 million job postings were placed on our online platform by approximately 250,000 unique customers in the fiscal year ended June 30, 2013, representing increases of 38.0% and 12.2%, respectively, from the fiscal year ended June 30, 2012;

•

Approximately 7.2 million job postings were placed on our online platform by approximately 226,000 unique customers in the six months ended December 31, 2013, representing increases of 56.3% and 28.0%, respectively, from the six months ended December 31, 2012; and

•

Approximately 54.4 million completed resumes were available in our database as of December 31, 2013, representing an increase of 19.7% from December 31, 2012.

We provide a broad range of services, including online recruitment, campus recruitment, assessment and other human resources related services. Through our zhaopin.com website, we provide classified job postings and display advertisements, resume access services and other online services. We provide campus recruitment services primarily to customers seeking to recruit college and university students. These services include selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with candidates. We provide online and offline assessment services to assist customers in evaluating capabilities and dispositions of their job candidates and existing employees. Our other human resources related services mainly include executive search.

Our total revenues were RMB889.6 million (US$147.0 million) for the fiscal year ended June 30, 2013 as compared to RMB821.5 million for the fiscal year ended June 30, 2012. Our total revenues were RMB501.0 million (US$82.8 million) for the six months ended December 31, 2013, representing a 12.4% increase from RMB445.6 million for the same period in 2012. We focus primarily on providing online recruitment services, which are highly scalable and have higher gross margin than our offline recruitment services. Revenues from our online recruitment services accounted for 84.3% of our total revenues in both fiscal years ended June 30, 2012 and 2013 and 79.4% of our total revenues in the six months ended December 31, 2013.

Our Market Opportunities

Driven by continued economic growth and favorable macroeconomic trends, the recruitment and career-related services industry in China has grown substantially over the past decade and has reached a considerable size. As a result of these evolving economic dynamics, China is experiencing a general shortage of skilled and educated workers, which has resulted in significant mismatches in the labor market. This drives the strong and growing demand for recruitment and career-related services.

The online recruitment and career-related services market in particular has demonstrated rapid growth, as it has benefited from the increasing internet and mobile penetration in China and growing acceptance among both employers and job seekers of online recruitment and career-related services. As a leading career platform in China focusing on connecting users with relevant job opportunities throughout their career lifecycle, we believe we are well-positioned to capture those market opportunities.

Our Strengths

We are a leading career platform in China, focusing on connecting users with relevant job opportunities throughout their career lifecycle. We believe the following competitive strengths have contributed to our success:

•

A leading career platform in China;

•

Highly recognized brand among users;

•

Strong and diversified customer base; nationwide extensive sales and customer services network;

•

Scalable business model with high operating and capital efficiency; and

•

Highly experienced management team backed by a strategic investor with deep industry experience.

Our Strategies

We aspire to become the largest and most effective career platform in China for users to find relevant job opportunities to progress their career and for customers to find right talents. To achieve our goals, we plan to pursue the following strategies:

•

Attract and retain more users through branding and enhanced user experience;

•

Acquire and retain more customers;

•

Continue to pursue our mobile strategies;

•

Expand our product offerings; and

•

Pursue strategic investment and acquisition opportunities.

Our Challenges

We are subject to numerous risks and uncertainties related to our business and industry that could adversely impact our business, including but not limited to:

•

Slowdowns or other adverse developments in the PRC economy or the recruitment and career-related services industry;

•

Significant competition in our industry, including intense competition from existing competitors or new entrants to the recruitment and career-related services market;

•

Continued acceptance of the internet as an effective recruitment and career-related channel;

•

Our ability to acquire and retain more customers;

•

Our ability to maintain and enhance our brand and to increase our user base;

•

Our ability to improve user experience, product offerings and technology platform;

•

Our ability to manage our current and future growth and form appropriate corporate growth strategies;

•

Our ability to maintain and expand our scale of operations and profitability; and

•

Our ability to retain our management and key employees and attract new talent.

In addition, we are subject to risks and uncertainties related to our corporate structure and doing business in China, including, but not limited to:

•

Risks associated with our control of our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership. If the PRC government determines that our contractual arrangements do not comply with applicable PRC laws and regulations, we could be subject to severe penalties. In addition, our contractual arrangements may not be as effective in providing operational control of our consolidated affiliated entities as direct ownership of such entities. In 2012, we deconsolidated one of our consolidated affiliated entities due to the non-compliance by a nominee shareholder of such entity with the contractual arrangements, and subsequently remediated the situation with an alternative business structure;

•

Risks associated with lacking necessary permits and registrations, which may subject us to penalties and have a material adverse impact on our business and results of operations. In particular, four out of the 28 operating branch offices of our joint venture are yet to complete the procedures to obtain the human resources permit; and

•

Risks associated with the potential conflicts of interests between the fiduciary duties owed by the equity owners of our consolidated affiliated entities to such entities and us under PRC and Cayman Islands laws, respectively, and the lack of an effective mechanism to resolve these conflicts between the two jurisdictions.

See “Risk Factors” and “Special Note Regarding Forward-Looking Statements and Industry Data” for a discussion of these and other risks and uncertainties associated with our business and investing in our ADSs.

Our Corporate History and Structure

We started our operations in 1994 as an executive search firm. Our holding company, Zhaopin.com Limited, was incorporated in the Cayman Islands in 1999 and subsequently changed its name to Zhaopin Limited.

We are a holding company incorporated in the Cayman Islands and we operate our business in China through our wholly-owned subsidiaries, consolidated affiliated entities and our joint venture.

The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and our joint venture as of the date of this prospectus:

LOGO

The diagram above does not include our four inactive subsidiaries and our 13 inactive variable interest entities.

*	Wholly foreign owned enterprise.

**	Variable interest entity. Zhilian Sanke is our website operator and holds an internet content provider license necessary to conduct our internet related operations in China.

***	Beijing Wangpin holds the human resources service license necessary to conduct our human resources related business in China. Beijing Wangpin is our joint venture company.

†

Consists of Business Operations Agreements, Equity Interest Pledge Agreements, Power of Attorney, Exclusive Technical and Consulting Services Agreements, Exclusive Equity Option Agreements and Loan Agreements. For details on the contractual arrangements, see “Our Corporate History and Structure—Contractual Arrangements with Our Consolidated Affiliated Entities.”

⁽¹⁾	Mr. Yuanwei Xie and Mr. Xin Wang are both nominee shareholders of our consolidated affiliated entities and employees of SEEK Limited, which is the parent company of SEEK International Investments Pty Ltd., our largest shareholder as of the date of this prospectus.

⁽²⁾	Mr. Hao Liu is a director of our company.

Our recruitment services involve different aspects of PRC laws and regulations, including human resources, internet information provision, and advertising. PRC laws and regulations currently limit foreign ownership of companies that provide value-added telecommunication services, advertising services and human resources related services. To comply with these restrictions while maintaining our equity ownership to the extent practical, we conduct our business in China through: (i) our wholly-owned subsidiaries; (ii) our consolidated affiliated entities through contractual arrangements; and (iii) our joint venture, Beijing Wangpin, of which we hold a 90% equity interest and one of our consolidated affiliated entities holds the remaining 10% of the equity interest. As of the date of this prospectus, we conduct the majority of our human resources business through the branch offices of our joint venture, instead of relying on contractual arrangements with our consolidated affiliated entities.

The table below sets forth the respective revenues contribution from our wholly-owned subsidiaries, our joint venture and our consolidated affiliated entities for the periods indicated:


	Total Revenues
	For the year ended June 30,						For the six months ended December 31,
	2012			2013			2013
Wholly-owned subsidiaries		11.7	%		10.6	%		3.6	%
Joint venture		69.5	%		78.2	%		90.7	%
Consolidated affiliated entities		18.8	%		11.2	%		5.7	%

Total		100	%		100	%		100	%

Our Wholly-Owned Subsidiaries

We have two principal wholly-owned subsidiaries in China, Zhilian Wangpin (Beijing) Technology Co., Ltd., or Zhilian Wangpin and Zhilian Yipin (Beijing) Technology Co., Ltd., or Zhilian Yipin. To the extent permissible under PRC laws and regulations, we provide services through our wholly-owned subsidiaries and our joint venture. The business scope set forth in the business license of Zhilian Wangpin includes research and development of internet technology and computer software; technology consulting, technical services and technology transfer, computer technology training; and sale of self-manufactured products. The business scope set forth in the business license of Zhilian Yipin includes research and development of internet technology and computer software; production of computer software; technology consulting, technical services and technology transfer; computer technology training; and sale of self-manufactured products.

Our Joint Venture

We conduct our human resources related operations in China primarily through Beijing Wangpin Consulting Co., Ltd., or Beijing Wangpin. Beijing Wangpin is a Sino-foreign equity joint venture that is 90% owned by Zhaopin Limited and 10% owned by Beijing Zhilian Sanke Human Resources Service Co., Ltd., or Zhilian Sanke. Through contractual arrangements with Zhilian Sanke and its shareholders, we exercise effective control over, and receive substantially all the economic benefits from, Zhilian Sanke and therefore consolidate Zhilian

Sanke’s results of operations, financial position and cash flows. As we directly own 90% of the equity interest of Beijing Wangpin and indirectly own the remaining 10% through Zhilian Sanke, we account for Beijing Wangpin as a consolidated subsidiary in our consolidated financial statements. For details on the contractual arrangements, see “Our Corporate History and Structure—Contractual Arrangements with Our Consolidated Affiliated Entities.” Beijing Wangpin holds a human resources service license.

Our Consolidated Affiliated Entities

We currently conduct internet related businesses through our consolidated affiliated entities in China. Our principal consolidated affiliated entity is Zhilian Sanke, which is our website operator and holds an internet content provider license, or ICP license, necessary to conduct our internet related operations in China. Zhilian Sanke owns the domain names used in our online businesses. Our wholly-owned PRC subsidiary, Zhilian Wangpin, has entered into a series of contractual arrangements with our consolidated affiliated entities and their respective shareholders, which enable us to:

•

exercise effective control over the business management and shareholders’ voting rights of our consolidated affiliated entities;

•

receive substantially all of the economic benefits of our consolidated affiliated entities through service fees in consideration for the technical and consulting services provided by Zhilian Wangpin; and

•

have an exclusive option to purchase all of the equity interests in each of our consolidated affiliated entities to the extent permitted under PRC laws, regulations and legal procedures.

We do not have any equity interest in any of our consolidated affiliated entities except for Harbin Zhilian Wangcai Advertising Co., Ltd. However, as a result of contractual arrangements, we retain control over and are considered the primary beneficiary of each of our consolidated affiliated entities, and we have consolidated the financial results of these companies in our consolidated financial statements in accordance with generally accepted accounting principles of the United States, or U.S. GAAP. If our PRC consolidated affiliated entities and their shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control over our consolidated affiliated entities and consequently, we may be unable to conduct our internet related operations because the ICP License and domain name are owned by Zhilian Sanke and we may potentially lose control over Beijing Wangpin, our joint venture. Further, if we are unable to maintain effective control, we may not be able to continue to consolidate the financial results of our consolidated affiliated entities in our financial statements. Although we are able to consolidate the financial results of our consolidated affiliated entities, this does not mean that we are able to have unfettered access to the revenues and profits of our wholly-owned subsidiaries and consolidated affiliated entities due to the significant PRC legal restrictions on the payment of dividends by PRC companies, foreign exchange control restrictions and the restrictions on foreign investment, among other restrictions. In October 2013, we were paid a cash dividend of RMB224.1 million from Beijing Wangpin, our joint venture. In the fiscal years ended June 30, 2012 and 2013, we received service fees of RMB2.5 million and RMB0.0 from our consolidated affiliated entities, respectively. We mostly conduct our human resources business through the branch offices of our joint venture, instead of relying on contractual arrangements with our consolidated affiliates entities. We are in the process of liquidating two subsidiaries of Zhilian Wangpin and 13 consolidated affiliated entities. As of the date of this prospectus, such subsidiaries and consolidated affiliated entities have no material business operations.

Under our contractual arrangements, the PRC shareholders of our consolidated affiliated entities have agreed to pledge all their equity interests therein as collateral to us. As of the date of this prospectus, Harbin Zhilian Wangcai Advertising Co., Ltd. has registered its equity pledge with the relevant local administration for industry and commerce, while Zhilian Sanke and Shenyang Zhilian Wangpin Advertising Co., Ltd. have not

made such registrations. We recently replaced the nominee shareholders of Zhilian Sanke and will seek registration of the equity pledges after the completion of the registration of the new shareholding structure with relevant local branch of PRC State Administration of Industry and Commerce, or SAIC. The lack of registration of the equity pledges does not affect the validity of the equity pledge agreements or our ability to enforce the agreements against the current shareholders of our consolidated affiliated entities. However, the equity pledges, which form part of the contractual arrangements with our consolidated affiliated entities, will not be deemed validly created security interests under the PRC Property Rights Law until they are registered. Until the equity pledges are registered, we may not be able to successfully enforce these pledges against any third parties who may acquire the equity interests in the two consolidated affiliated entities in good faith. Should a third party acquire the equity interests in good faith, we may lose control of these businesses and may not be able to consolidate the assets, liabilities and results of operations of these entities. We would not have any direct remedies against any such bona fide third party although we could seek remedies for breach of contract under the contractual arrangements against the shareholders who transferred their equity interests in our consolidated affiliated entities without our consent.

For the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, the two consolidated affiliated entities that have not registered their equity pledges, Shenyang Zhilian Wangpin Advertising Co., Ltd. and Zhilian Sanke, in the aggregate, contributed 0.5%, 0.3% and 0.2% of our total revenues, respectively. As of the date of this prospectus, these consolidated affiliated entities have a total registered capital of RMB1.6 million (US$0.3 million). The registered capital amount, which represents corresponding equity interests to be pledged, is the amount required by the SAIC to be stated in the registration form of the equity interest pledges. However, the registered capital amount does not reflect the fair market value of the equity interests that are pledged under the equity pledge agreements; rather, the registered capital amount reflects the amount of capital required to be contributed to the consolidated affiliated entity under its articles of association by the holders of its equity interests. The value secured by equity pledges is not limited to the amount of the registered capital stated on the registration form. Instead, under the equity pledge agreements, it covers all debts and liabilities arising from the relevant principal agreements under our contractual arrangements. We are preparing necessary documents required by local authorities to register the equity pledges of these two consolidated affiliated entities, but it is difficult to predict the amount of time required to complete these equity pledge registrations. Further, under PRC law and the equity pledge agreements, in the event of a default under our contractual arrangements, our primary remedy would be to engage in a public auction or sale of the shares and not a direct transfer of the pledged equity interest to us if we choose to enforce the pledge. Such an auction or sale may not result in our receipt of full value of the equity or the business of the entities. Under our contractual arrangements, the PRC shareholders of our consolidated affiliated entities have agreed to pledge all their equity interests therein as collateral to us. For a description of these contractual arrangements, see “Our Corporate History and Structure.” For a detailed description of the regulatory environment that necessitates the adoption of our corporate structure, see “Regulation.” For a detailed description of the risks associated with our corporate structure, see “Risk Factors—Risks Related to Our Corporate Structure.”

Our Corporate Information

Our principal executive offices are located at 6/F, Fosun International Centre, 237 Chaoyang North Road, Chaoyang District, Beijing, the People’s Republic of China. Our telephone number at this address is 86 (10) 5863-5888. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands.

Our corporate website is www.zhaopin.com. The information contained on our corporate website or other websites operated by us are not a part of this prospectus. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4th Floor, New York, New York 10017.

The Offering

Offering price

We currently expect that the initial public offering price will be between US$ and US$ per ADS.

ADSs offered by us

ADSs.

ADSs outstanding immediately after this offering

ADSs (or ADSs if the over-allotment option is exercised in full).

Ordinary shares outstanding immediately after this offering

Class A ordinary shares and Class B ordinary shares (or Class A ordinary shares and Class B ordinary shares if the over-allotment option is exercised in full).

The ADSs

Each ADS represents Class A ordinary shares.

The depositary will hold the Class A ordinary shares underlying your ADSs. You will have rights of an ADS holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time. We do not have any present plan to declare or pay any dividends in the near future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our ordinary shares, after deducting its fees and expenses. You may turn in your ADSs to the depositary in exchange for our Class A ordinary shares. The depositary will charge you fees for any exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the deposit agreement, as amended from time to time.

To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

Over-allotment option

We have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to additional ADSs.

Use of proceeds

We expect that we will receive net proceeds of approximately US$ million from this offering, or approximately US$ million if the underwriters exercise their option to purchase additional ADSs in full, assuming an initial public offering price of US$ per ADS, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

[Directed share program]

[At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]

Lock-up

We, our directors and executive officers and our principal shareholders have agreed with the underwriters, [subject to certain exceptions, not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days following the date this prospectus becomes effective]. See “Underwriting” for more information.

Proposed symbol

ZPIN

Depositary

JPMorgan Chase Bank, N.A.

Risk factors

See “Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider before investing in our ADSs.

The number of ordinary shares that will be outstanding immediately after this offering:

•

assumes the conversion of all outstanding preferred shares into 338,496 ordinary shares immediately prior to the completion of this offering;

•

excludes ordinary shares issuable upon the exercise of options outstanding as of , 2014 under our stock option plans; and

•

excludes ordinary shares reserved for future issuance under our stock option plans as of , 2014.

Summary Consolidated Financial Data and Operating Data

You should read the following information concerning us in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Our summary consolidated statements of operations data presented below for the fiscal years ended June 30, 2012 and 2013 and our balance sheet data as of June 30, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements are prepared in accordance with U.S. GAAP. Our summary consolidated statements of operations data presented below for the six months ended December 31, 2013 and our balance sheet data as of December 31, 2013 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.

Our historical results are not necessarily indicative of our results for future periods.


	For the fiscal year ended June 30,									For the six months ended December 31,
	2012			2013						2012			2013
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except number of shares and per share data)
										(unaudited)			(unaudited)
Summary Consolidated Statements of Operations Data
Revenues:
Online recruitment services		692,779			749,842			123,865			378,651			397,979			65,741
Campus recruitment services		58,771			67,307			11,118			31,914			52,112			8,608
Assessment services		16,956			32,740			5,408			14,362			24,299			4,014
Other human resources related services		53,026			39,731			6,564			20,632			26,627			4,398

Total revenues		821,532			889,620			146,955			445,559			501,017			82,761
Less: Business tax and surcharges		(48,636	)		(41,793	)		(6,904	)		(24,549	)		(11,792	)		(1,948	)

Net revenues		772,896			847,827			140,051			421,010			489,225			80,813
Cost of services⁽¹⁾		(60,534	)		(67,531	)		(11,155	)		(33,001	)		(47,597	)		(7,862	)

Gross profit		712,362			780,296			128,896			388,009			441,628			72,951

Operating expenses:
Sales and marketing expenses⁽¹⁾		(374,511	)		(399,850	)		(66,051	)		(199,514	)		(228,649	)		(37,770	)
General and administrative expenses⁽¹⁾		(152,784	)		(171,538	)		(28,336	)		(82,708	)		(105,325	)		(17,398	)

Total operating expenses		(527,295	)		(571,388	)		(94,387	)		(282,222	)		(333,974	)		(55,168	)

Income from operations		185,067			208,908			34,509			105,787			107,654			17,783

Other (expenses)/income:
Foreign currency exchange loss		(32	)		(28	)		(5	)		(7	)		(16	)		(3	)
Interest income, net		15,257			14,672			2,424			9,569			4,385			724
Other income, net		668			2,755			455			2,799			999			165

Income before income tax expenses		200,960			226,307			37,383			118,148			113,022			18,669
Income tax expenses		(30,243	)		(70,393	)		(11,628	)		(23,294	)		(24,911	)		(4,115	)

Net income		170,717			155,914			25,755			94,854			88,111			14,554
Less: Deemed dividend to a preferred shareholder		—			(265,032	)		(43,780	)		—			—			—
Income allocated to participating preferred shareholders		(166,764	)		—			—			(92,108	)		(368	)		(61	)

Net income/(loss) attributable to ordinary shareholders		3,953			(109,118	)		(18,025	)		2,746			87,743			14,493

Net income/(loss) per share:
—Basic		1.95			(20.51	)		(3.39	)		1.08			1.09			0.18
—Diluted		1.68			(20.51	)		(3.39	)		0.93			0.94			0.16

Weighted average number of shares used in computing net income/(loss) per share:
—Basic		2,027,680			5,319,527			5,319,527			2,549,903			80,673,031			80,673,031
—Diluted		101,331,125			5,319,527			5,319,527			102,524,761			93,717,467			93,717,467

⁽¹⁾	Including share-based compensation expenses as set forth below:


	For the fiscal year ended June 30,						For the six months ended December 31,
	2012		2013				2012		2013
	RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
							(unaudited)		(unaudited)
Allocation of share-based compensation expense:
Cost of services		345		239		39		149		62		10
Sales and marketing expenses		1,664		1,555		257		976		409		68
General and administrative expenses		6,243		3,911		646		2,232		13,165		2,175

The following table presents a summary of our balance sheet data as of June 30, 2012 and 2013.


	As of June 30,											As of December 31,
	2012			2013				2013				2013				2013
				Actual				Pro forma⁽¹⁾				Actual				Pro forma⁽¹⁾
	RMB			RMB		US$		RMB		US$		RMB		US$		RMB		US$
	(in thousands)
												(unaudited)				(unaudited)
Summary Consolidated Balance Sheet Data:
Cash		617,840			368,946		60,946		368,946		60,946		568,417		93,896		568,417		93,896
Restricted cash		—			10,757		1,777		10,757		1,777		10,754		1,776		10,754		1,776
Time deposits and restricted time deposits		—			332,340		54,899		332,340		54,899		486,690		80,395		486,690		80,395
Total current assets		704,207			794,346		131,217		794,346		131,217		1,187,295		196,126		1,187,295		196,126
Property and equipment, net		26,905			30,939		5,111		30,939		5,111		32,471		5,364		32,471		5,364
Total assets		733,074			1,021,260		168,700		1,021,260		168,700		1,224,450		202,264		1,224,450		202,264
Deferred revenues		330,039			368,250		60,831		368,250		60,831		406,503		67,150		406,503		67,150
Total liabilities		448,094			986,124		162,896		986,124		162,896		1,052,969		173,936		1,052,969		173,936
Total mezzanine equity		957,803			1,389		230		—		—		1,389		230		—		—
Total shareholders’ (deficit)/equity		(672,823	)		33,747		5,574		35,136		5,804		170,092		28,098		171,481		28,328

⁽¹⁾	Reflects the automatic conversion of all of our preferred shares into ordinary shares and acceleration of a long-term loan maturity upon the closing of this offering.

The following tables present certain selected operating data as of the dates and for the periods indicated. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators.”


	For the fiscal year ended June 30,				For the six months ended December 31,
	2012		2013		2012		2013
Number of unique customers⁽¹⁾		222,449		249,533		176,782		226,195
Number of job postings⁽²⁾ (in thousands)		7,618		10,512		4,609		7,205

	As of June 30,				As of December 31,
	2012		2013		2012		2013
Number of registered users⁽³⁾ (in thousands)		56,554		68,378		62,388		74,058
Number of completed resumes⁽⁴⁾ (in thousands)		41,252		50,119		45,480		54,426

⁽¹⁾

A “unique customer” refers to a customer that purchases our online recruitment or other services during a specified period. We make adjustments for multiple purchases by the same customer to avoid double counting. Each customer is assigned a unique identification number in our information management system. Affiliates and branches of a given customer may, under certain circumstances, be counted as separate unique customers.

⁽²⁾

We calculate the number of job postings during a specified period by counting the number of job postings newly placed by customers during such period. Job postings that were placed prior to such specified period, even if available during such period, are not counted in the number of job postings for the specified period. Any particular job posting placed on our website may include more than one job opening or position.

⁽³⁾	“Number of registered users” refers to the number of users who have completed the registration process on our website as of a specified date.

⁽⁴⁾	A “completed resume” refers to a resume that is available as of a specified date and contains all of the information that we require a user to provide before we make the resume available to our customers, such as educational background, work history, qualifications and contact information.

RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ADSs. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ADSs could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Any major financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in business and consumer confidence, may materially and adversely affect our business and results of operations.

Any actual or perceived threat of a financial or economic crisis in China could have a material and adverse impact on our business and results of operations. It is very difficult to predict how the PRC economy may develop in the future and whether it might experience a financial or economic crisis in a manner and scale similar to what the United States and other developed countries have experienced in recent years. Any slowdown in China’s economic development could lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors. The PRC economy was negatively affected by global financial crises in the past and may be further negatively impacted by economic uncertainties in Europe and the United States. Recently, there has been increasing concerns that the growth rate of China’s gross domestic product is slowing, which weighs on enterprises in China, including us. China’s gross domestic product grew by 7.7% in 2013 from 2012, the slowest since 1999, according to National Bureau of Statistics of the PRC. In response to uncertain economic conditions, employers may defer, reduce or stop hiring new employees. To the extent that any fluctuations in the Chinese economy significantly affect employers’ demand for our services or change their spending habits, our results of operations may be materially and adversely affected.

We face significant competition and may suffer from a loss of users and customers as a result.

The markets for our products and services are highly competitive and rapidly evolving. We face constant pressure to attract and retain users and customers, expand the market for our products and services and incorporate new capabilities and technologies. We face competition in our various lines of services from competitors who focus exclusively on recruitment and career-related services, such as 51job.com, and from those that offer recruitment as part of their services, such as 58.com. Other large internet companies, social networking services websites and classified advertisement websites have also entered the market for online recruitment services. In addition, we face competition from professional networking websites and existing participants in the offline recruitment industry who may develop online recruitment services and products.

We compete with these entities for both users and customers. From time to time, customers may decide not to renew their contracts upon expiration for various reasons. Users may also decide to switch to our competitors’ services. Some of our competitors or potential competitors have longer operating histories and may have greater resources, capabilities and expertise in management, technology, finance, product development, sales, marketing and other areas than us. They may use their experience and resources to compete with us in a variety of ways, including by competing more heavily for users and customers, investing more in research and development and making acquisitions. If we are unable to compete effectively, successfully and at reasonable cost against our existing and future competitors, our business prospects, financial condition and results of operations could be materially and adversely affected.

If internet penetration rates in China do not continue to grow or if online recruitment services do not achieve broad acceptance in China as a recruitment channel, our online recruitment services business may be materially and adversely affected.

of software, hardware and network infrastructure than in many developed countries. As a result, internet penetration rates are lower in China than in many other developed countries. Also, many of our potential users, particularly smaller companies, have not historically utilized the internet as a recruiting tool, and not all job seekers use the internet to look for jobs. Our future results of operations also depend upon the increase in acceptance and use of the internet for the provision of recruitment services in China. If internet penetration rates in China do not continue to grow or internet-based recruiting does not gain wider acceptance, our business, prospects and results of operations could be materially and adversely harmed.

If we fail to maintain and enhance our brand, our business, results of operations and prospects may be materially and adversely affected.

We believe that maintaining and enhancing our brand are of significant importance to the success of our business. A well-recognized brand is critical to increasing the number and the level of engagement of our users and, in turn, enhancing our attractiveness to customers. We have conducted and may continue to conduct various marketing and brand promotion activities, including print and television advertisements. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the brand promotion effect we expect. In China, we market our services under the brand “ LOGO ,” or “Zhilian Zhaopin” in Chinese pinyin. However, “ LOGO ,” the last two Chinese characters of our Chinese brand, means “hire” or “recruit” in Chinese and is the generic description of the services we provide. As a result, “ LOGO ” is not eligible for intellectual property protection under the PRC law. Competitors may use the Chinese characters “ LOGO ” in their marketing efforts, potentially diluting the strength of our brand. In addition, any negative publicity relating to our products or services, regardless of its veracity, could harm our brand and the perception of our brand in the market. If our brand is harmed, we may not be able to continue to attract a growing user base, which may materially and adversely affect our business, results of operations and financial condition.

If we fail to improve our user experience, product offerings and technology platform, we may not be able to attract and retain users and customers, which may have a material adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to attract and retain users and customers. Our customers are the primary source of our revenues. A key factor in attracting and retaining customers is our ability to grow our resume database and attract and retain high-quality users. A key factor in attracting and retaining users, in turn, is maintaining and increasing the number of customers using our services and the quantity and quality of job postings on our website.

To satisfy both our users and customers, we need to continue to improve the experience for both users and customers as well as innovate and introduce products and services that users and customers find useful and that cause them to return to our website and use our services more frequently. This includes continuing to improve our technology platform to optimize recruitment search results, tailoring our database to additional geographic and market segments and improving the user-friendliness of our website. In addition, we need to adapt our services, expand and improve our delivery platform to keep up with the changing user preferences. For example, with the growing propensity for our users to use smartphones as their main job searching devices, we need to further optimize our mobile applications and continue to modify and update them to successfully manage the transition to mobile devices of users of our products and services. It is difficult to predict the problems we may encounter in innovating and introducing new products and services, and we may need to devote significant resources to the creation, support and maintenance of our solutions.

We cannot assure you that our initiatives to improve our user experience will always be successful. We also cannot predict whether our new products or service offerings and delivery methods will be well received by users and customers, or whether improving our technology platform or introducing new service delivery channels will be successful or sufficient to offset the costs incurred to offer these services. If we are unable to increase and retain our users and customers, or maintain and increase the quantity or quality of resumes and job postings, our financial condition and results of operations may be materially and adversely affected.

You should consider our prospects in light of the risks and uncertainties that companies in evolving industries may encounter.

We recorded net income of RMB170.7 million and RMB155.9 million (US$25.8 million) in the fiscal years ended June 30, 2012 and 2013, respectively. Our net income for the six months ended December 31, 2013 was RMB88.1 million (US$14.6 million) compared to RMB94.9 million for the same period in 2012. In addition to the impact of economic uncertainty in China resulting from the global financial crisis, our results of operations for the past two years were primarily affected by costs and expenses required to grow our customer and user base, promote our brand, develop our products and services and operate our websites. We expect that we will continue to be subject to the effects of general economic conditions in China and to incur product development, sales and marketing expenses and other costs to launch new services and grow our customer and user bases. We anticipate that expenses associated with our sales force, which numbered 2,002 as of December 31, 2013, will continue to grow as we expand into new markets. We may incur net losses in the future and you should consider our future prospects in light of the risks and uncertainties that are often involved for companies in a rapidly evolving industry. The market for online recruitment services in China is relatively new and may not develop as expected, if at all. In addition, the success of other recruitment services companies both globally and in China may not be indicative of our future financial performance.

Our business may suffer if we do not successfully manage our current and potential future growth.

We have grown significantly in recent years and we intend to continue to expand the scope and geographic reach of the services we provide. Our total revenues increased from RMB821.5 million in the fiscal year ended June 30, 2012 to RMB889.6 million (US$147.0 million) in the fiscal year ended June 30, 2013. Our total revenues were RMB501.0 million (US$82.8 million) for the six months ended December 31, 2013, a 12.4% increase from RMB445.6 million for the same period in 2012. Our anticipated future growth will likely place significant demand on our management and operations. Our success in managing our growth will depend, to a significant degree, on the ability of our executive officers and other members of senior management to operate effectively, and on our ability to improve and develop our financial and management information systems, controls and procedures. In addition, we will likely have to successfully adapt our existing systems and introduce new systems, expand, train and manage our employees and improve and expand our sales and marketing capabilities. If we are unable to properly and prudently manage our operations as they continue to grow, or if the quality of our services deteriorates due to mismanagement, our brand name and reputation could be severely harmed, which would materially and adversely affect our business, financial condition and results of operations.

If we are unable to maintain and expand our scale of operations and generate a sufficient amount of revenues to offset the associated fixed and variable costs, our results of operations may be materially and adversely affected.

Online businesses of our nature tend to involve certain fixed cost bases, and our ability to achieve desired operating margins in our recruitment business depends largely on our success in maintaining a scale of operations and generating a sufficient amount of revenues to offset the associated fixed and variable costs. Our fixed costs typically include compensation of employees for our general administration functions, data storage and bandwidth expenses and office rental expenses. Our variable costs typically include campus recruitment sub-contracting costs, print publishing and distribution costs and candidate assessment sub-contracting costs. Once we establish the technology and network infrastructure to support an online business model, the incremental cost of adding new job postings and resumes online will be relatively insignificant and we can serve additional customers and users with decreasing average cost as our online recruiting services business expands. If we are unable to maintain economies of scale, our operating margin may decrease and our results of operations may be materially and adversely affected.

If user traffic to our website declines for any reason, our business and results of operations may be harmed.

Our ability to attract and maintain user traffic to our website is critical for our continuing growth. If user traffic to our website declines for any reason, our business and results of operations may be harmed. We depend in part on various internet search engines and portals to direct a significant amount of user traffic to our website. However, the amount of user traffic directed to our website is not entirely within our control. Our competitors’ search engine optimization efforts may result in their websites receiving a higher search result page ranking than ours. Internet search engines could revise their methodologies, which may adversely affect the placement of our search result page ranking. Any such changes could decrease user traffic to our website and adversely affect the growth in our user base, which may in turn harm our business and operating results.

Any disruption in internet access, telecommunications networks or our technology platform may cause slow response times or otherwise impair our users’ experience, which may in turn reduce user traffic to our website and significantly harm our business, financial condition and operating results.

Our online recruitment business is highly dependent on the performance and reliability of China’s internet infrastructure, accessibility of bandwidth and servers to our service providers’ networks and the continuing performance, reliability and availability of our technology platform. Compared to more developed countries, internet access in China is subject to greater uncertainties. Telecommunications capacity constraints in China may impede further development of the internet to the extent that users experience delays, transmission errors and other difficulties.

We rely on major Chinese telecommunication companies and other third-party data center service providers to provide us with bandwidth, data storage and other services. We may not have access to comparable alternative networks or services in the event of disruptions, failures or other problems. Any disruption in internet access or in the internet generally could significantly harm our business, financial condition and operating results. Furthermore, we may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our website is accessible within an acceptable load time, which may have a material and adverse impact on our business prospects and results of operations.

We may experience website disruptions, outages and other website performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously and denial of service or fraud or security attacks. In addition, we may experience slow response times or system failures due to a failure of our information storage, retrieval, processing and management capabilities. Slow response times or system failures may drive our users away, reduce the attractiveness of our products and services or discourage customers from posting jobs on our website. If we experience technical problems in delivering our services over the internet either at a national or regional level, we could experience reduced demand for our services, lower revenues and increased costs.

We depend upon talented employees, including our senior management, to grow and operate our business, and if we are unable to retain and motivate our personnel and attract new talent, we may not be able to grow effectively.

Our success depends on our continued ability to identify, hire, develop, motivate and retain talented employees. Our ability to execute and manage our operations efficiently is dependent upon contributions from all of our employees, and in particular upon our senior management team led by Mr. Evan Sheng Guo, our chief executive officer, and Mr. James Jianmin Guo, our chief financial officer. Competition for senior management and key personnel is intense and the pool of qualified candidates is to an extent limited. From time to time, some of our senior officers may choose to leave our company for various reasons, including change of interests or career development plans, compensation, or working relations with our board or with other team members, which could result in management turnover. If we are unable to retain the services of our current senior management team or other key personnel or properly manage the working relationship among our management and

employees, this may mean we will become exposed to legal or administrative proceedings or adverse publicities and our reputation may be harmed and our financial condition and results of operations may be materially and adversely affected.

In addition, we face significant competition for qualified middle management and personnel with relevant experience and expertise. Some of our competitors, especially new market entrants, have attempted to recruit our employees and, in some cases, succeeded in attracting our employees by offering higher compensation and other benefits.

Training of new employees with no prior relevant experience could be time-consuming and require a significant amount of resources. We may also need to increase the compensation we pay in order to retain our skilled employees. If competition in our industry further intensifies, it may be more difficult for us to hire, motivate and retain highly skilled personnel. If we do not succeed in attracting additional highly skilled personnel or retaining or motivating our existing personnel, we may be unable to grow effectively or at all and our business, financial condition and results of operations may be materially and adversely affected.

If our key performance indicators are inaccurate, our ability to form appropriate corporate growth strategies may be impaired and our business, results of operations and prospects may be materially and adversely affected.

We assess our operating performance using a set of key performance indicators, which include the number of unique customers, registered users, completed resumes in our database and job postings on our website. Capturing accurate data is subject to various limitations. We have established controls to systematically remove stale job postings from our website, including removing from our website job postings posted by customers whose contracts with us have expired or job postings that we determine to be disingenuous or illegitimate based on user complaints and our internal control procedures. However, customers may not always remove stale job postings available on our website on a timely basis, and we may not be able to detect and remove all disingenuous or illegitimate job postings. It is also possible a job posting may include duplicative job openings. In addition, users, who generally do not pay for our services, may post resumes and/or job applications and never return to complete the process or update their resumes. In addition, users may upload multiple resumes under separate accounts, leading to double counting. As a result, we cannot assure you that such key operating performance indicators always reflect our actual operating performance or our data collection technologies and tools always capture accurate data. Similarly, we may also incorrectly assess our key operating performance indicators and in turn make incorrect operational and strategic decisions. Failure to capture accurate data or an incorrect assessment of this data may materially harm our business and operating results and have a material adverse effect on the market price of our ADSs.

Certain data and information in this prospectus were obtained from third party sources and were not independently verified by us.

This prospectus contains certain data and information that we obtained from various government and private entity publications. Statistical data in these publications also include projections based on a number of assumptions. The recruitment and human resources services industry in China may not grow at the rate projected by market data, or at all. The failure of our industry to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. In addition, the complex and changing nature of the broad macroeconomic factors discussed in this prospectus may result in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

We have not independently verified the data and information contained in such third-party publications and reports. Data and information contained in such third-party publications and reports may be collected using third-

party methodologies, which may differ from the data collection methods used by us. For example, iResearch prepared the iResearch Survey and the iResearch Public Data utilizing their independently collected unique visitor data of the major players in the market, which are estimations based upon statistical sampling. In addition, these industry publications and reports generally indicate that the information contained therein was believed to be reliable, but do not guarantee the accuracy and completeness of such information.

We may be the subject of allegations, harassing or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share and customers and adversely affect the price of our ADSs.

We have been subject to allegations by third parties or purported former employees, negative internet postings and other adverse public exposure on our business, operations and staff compensation. We may also become the target of harassment or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, media or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against us, may be posted on the internet, including social media platforms by anyone, whether or not related to us, on an anonymous basis. Any negative publicity on us or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our reputation, business or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose market share, users or customers, and adversely affect the price of our ADSs.

Concerns about our collection and use of personal data and other privacy-related matters could damage our reputation and deter customers and users from using our services.

Concerns about our practices with regard to the collection, use or disclosure of personal information or other privacy-related matters, even if unfounded, could damage our reputation and operations. The PRC Constitution, the PRC Criminal Law and the General Principles of the PRC Civil Law protect individual privacy in general. In particular, Amendment 7 to the PRC Criminal Law prohibits institutions, companies and their employees in the telecommunications and other industries from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services. Our internal policy also requires our employees to protect the personal data of our users, and employees who violate such policy are subject to disciplinary actions, including dismissal. While we strive to comply with all applicable data protection laws and regulations, as well as our own privacy policies, and we believe we are in compliance with the applicable PRC laws and regulations on data protection, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or private individuals, which could have an adverse effect on our business. Moreover, failure or perceived failure to comply with applicable laws and regulations related to the collection, use, sharing or security of personal information or other privacy-related matters could result in a loss of confidence in us by customers and users, which could adversely affect our business, financial condition and results of operations.

We are exposed to potential legal liability associated with the recruitment process, which may have a material adverse effect on our business and results of operations.

We are exposed to potential claims associated with the recruitment process, including claims by customers and users. In addition, PRC laws and regulations prohibit companies from producing, distributing or publishing any advertisement that contains any content that violates PRC laws and regulations or is reactionary, obscene,

superstitious, absurd or fraudulent. PRC laws and regulations also prohibit human resources service providers from publishing fake recruitment information. We require customers to submit their government-issued business licenses to us before we allow posting of their job openings on our website in order to verify the employers’ identities. Nevertheless, we have limited means to determine whether a job posting is genuine or legitimate. For example, customers may fail to remove postings for positions that have been filled or may keep multiple job postings open for the same position, and companies may use our websites to market their brands and post positions that are not available. Also, while we require customers to submit their government-issued business licenses, we cannot assure you that the supporting documentation provided to us is genuine. Once we receive and verify complaints regarding disingenuous or illegitimate job postings, we remove them from our website. Although the number of job postings that were discovered to be disingenuous or illegitimate in the past has been insignificant and we have not faced any formal legal actions against us brought by users or any government entity, if we are found to fail to protect users from disingenuous or illegitimate job postings, we may be subject to civil actions and our reputation may be harmed, which may have a material adverse effect on our business. If we are found to be in violation of applicable PRC laws and regulations, we may be subject to other penalties.

At the same time, we have limited means to determine the genuineness of the information in the resumes our users upload to our platform. Although employers are expected to independently verify the credentials of the users who they are interested in hiring, we cannot assure you that we will not be subject to claims by customers in connection with fraudulent user resumes. Furthermore, for our executive search services, if we recommend a candidate who subsequently proves unsuitable for the position, it is possible that the relevant customer may seek to hold us liable for any loss suffered by it by claiming negligence or that we have breached our contract. We may also be held liable for claims by candidates against us alleging our failure to maintain the confidentiality of their employment search or discrimination or other violations of employment law or regulations by our customers. Finally, customers or users may allege that our services failed to comply with laws or regulations relating to employment or other matters.

We have not experienced any material claims during the past three years. However, should any such claims be brought against us, regardless of their merit, we may be forced to participate in time-consuming and costly litigation or investigation, which could divert significant management and staff attention and damage our reputation and brand names, any of which may materially and adversely affect our business. We do not maintain insurance coverage for liabilities arising from claims by customers, users or third parties.

If we fail to protect our intellectual property rights, our business and results of operations could be materially and adversely affected.

We rely on a combination of trademark, patent, copyright and trade secret protection laws in the PRC, as well as confidentiality agreements and procedures, to protect our intellectual property rights. Despite our precautions, third parties may obtain and use without our authorization our intellectual property, which includes trademarks related to our brand, products and services, patent applications, registered domain names, copyrights in software and creative content, trade secrets and other intellectual property rights and licenses.

Historically, the legal system and courts of the PRC have not protected intellectual property rights to the same extent as the legal system and courts of the United States. Companies operating in the PRC continue to face an elevated risk of intellectual property infringement as compared to other jurisdictions such as the United States. Furthermore, the validity, application, enforceability and scope of protection of intellectual property rights for many internet-related activities, such as internet commercial methods patents, are uncertain and still evolving, which may make it more difficult for us to protect our intellectual property, and could have a material adverse effect on our business, financial condition and results of operations.

We may be vulnerable to intellectual property infringement claims brought against us by others.

We rely on third-party intellectual property to operate our business to some extent, such as licenses to use software and copyrights. Although we have never experienced any material intellectual property claims against us in the past, as we face increasing competition and as litigation becomes more common in China in resolving commercial disputes, we face a higher risk of being subject to intellectual property infringement claims. A successful infringement claim against us could result in monetary liability or a material disruption in the conduct of our business. Although we require our employees not to infringe others’ intellectual property, we cannot be certain that our products, services, content and brand names do not or will not infringe on valid patents, trademarks, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business.

We may incur substantial expenses in defending against third party infringement claims, regardless of their merit. As a result, due to diversion of management time, expenses required to defend against any claim and the potential liability associated with any lawsuit, any significant litigation could significantly harm our business, financial condition and results of operations. If we were found to have infringed on the intellectual property rights of a third party, we could be liable to that party for license fees, royalty payments, lost profits or other damages, and the owner of the intellectual property may be able to obtain injunctive relief to prevent us from using the technology, software or brand name in the future. If the amount of these payments were significant, if we were prevented from incorporating certain technology or software into our products or services or if we were prevented from using our brand name, our business could be significantly harmed.

We may not be able to successfully halt the operations of copycat websites or misappropriation of our data.

From time to time, third parties have misappropriated our data through website scraping, robots or other means and aggregated this data on their websites with data from other companies. In addition, “copycat” websites may attempt to imitate the functionality of our website. Although none of these events have caused any material adverse effect on our business and results of operations, we cannot assure you that similar events will not occur on a larger scale and materially and adversely impact our results of operations.

If we become aware of such websites, we would employ technological or legal measures in an attempt to halt their operations. However, we may not be able to detect all such websites in a timely manner and, even if we could, technological and legal measures may be insufficient to stop their operations. In some cases, our available remedies may not be adequate to protect us against such websites. Regardless of whether we can successfully enforce our rights against these websites, any measures that we may take could require us to expend significant financial or other resources.

We are subject to risks related to our third party vendors, which may negatively impact our business and results of operations.

We rely on third parties for certain of our services, such as campus recruitment, print advertising services and assessment services. We provide campus recruitment services to customers seeking to recruit college and university students and our services typically include selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with potential candidates. Our campus recruitment services are often provided together with our online and other recruitment services. For our campus recruitment business, we need to maintain good relationships with the schools from which customers plan to recruit students, which typically provide us with the site for any recruiting activities, as well as other third-party vendors, such as printing agencies. For our assessment services, we utilize third-party test designers to create our assessment tests and third-party interviewers to provide evaluations. In addition, we also rely on local newspapers for the distribution of our print recruitment advertisements.

reasonable to us. Our existing vendors may not continue to provide the high-quality services that they currently do. To maintain good working relationships with colleges and universities, our team would need to maintain active communications with them, provide free training and lectures on job searches to students, and proactively reach out to students and student employment offices, which efforts may not always yield our intended results. If we are forced to seek other providers, there is no assurance that we will be able to find alternative providers willing or able to provide comparable high-quality services and there is no assurance that such providers will not charge us higher prices for their services. If the prices that we are required to pay third-party vendors for services rise significantly or we are unable to find suitable providers that offer comparable high-quality services, the results of our operations could be adversely affected.

Computer viruses, undetected software errors and hacking may cause delays or interruptions on our systems and may reduce the use of our services and damage our reputation and brand names.

In addition, computer viruses and hacking may cause delays or other service interruptions on our systems. “Hacking” involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions, loss or corruption of data, software, hardware or other computer equipment.

While we currently employ various antivirus and computer protection software in our operations, we cannot assure you that such protections will successfully prevent hacking or the transmission of any computer virus, which could result in significant damage to our hardware and software systems and databases, disruptions to our business activities, including to our e-mail and other communications systems, breaches of security and the inadvertent disclosure of confidential or sensitive information, interruptions in access to our website through the use of “denial of service” or similar attacks and other material adverse effects on our operations. In 2012, we experienced temporary disruption of services because our internet data center service provider experienced distributed denial-of-services attacks, which lasted for approximately three hours. Although we have requested that our internet data center service provider to take initiatives to prevent recurrence of similar events, we cannot assure you that similar events will not happen again in the future.

We may incur significant costs to protect our systems and equipment against the threat of, and to repair any damage caused by, computer viruses and hacking. Moreover, if a computer virus or hacking affects our systems and is highly publicized, our reputation and brand names could be materially damaged and usage of our services may decrease. In addition, the inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability.

We have entered into strategic alliances and joint ventures in the past and may pursue strategic alliances, joint ventures and strategic acquisitions in the future. If we are unable to find suitable acquisitions or partners or if we fail to achieve expected benefits from such acquisitions or partnerships, our business, growth rates and results of operations may be materially and adversely affected.

We may enter into negotiations or agreements relating to potential strategic alliances, joint ventures or strategic acquisitions in the future. If we are unable to identify alliances, joint ventures or acquisitions, there could be a material adverse effect on our business, growth rates and results of operations. Even if we do identify appropriate targets, the success of any material acquisition will depend upon a number of factors, including:

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our ability to acquire businesses on a cost-effective basis;

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our ability to integrate acquired personnel, operations, products and technologies into our organization effectively; and

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our ability to retain and motivate key personnel and to retain the clients of acquired firms.

Any such alliance, joint venture or acquisition may require a significant commitment of management time, capital investment and other resources. We may be unable to consummate such transactions, we may not be able to effectively integrate an acquired business or we may be required to incur restructuring and other charges to complete a transaction. As a result, our business, financial condition and results of operations may be materially and adversely affected.

In addition, if we use our equity securities as consideration for transactions, we may dilute the value of your ADSs.

Our independent registered public accounting firm has identified a material weakness and other deficiencies in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our ADSs may be adversely impacted.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of auditing our consolidated financial statements for the two years ended June 30, 2013, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented, or detected on a timely basis.

The material weakness identified relates to the lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements. Subsequent to these findings, we have taken initiatives to further improve our internal control over financial reporting and disclosure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting.” However, the implementation of these initiatives may not fully address the material weakness and deficiencies in our internal control over financial reporting.

Upon the completion of this offering, we will become a public company in the United States that will be subject to the U.S. Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F starting from the fiscal year ending June 30, 2015. In addition, once we cease to be an emerging growth company as such term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Because we recognize most of the revenues from our online recruitment services over the terms of the relevant agreements, a significant downturn in these businesses may not be immediately reflected in our operating results.

We recognize revenues from our online recruitment services over the terms of the relevant agreements, which typically vary from one month to one year. As a result, a significant portion of the revenues we report in each quarter is generated from agreements entered into during previous quarters.

Consequently, a decline in new or renewed agreements in any quarter may not significantly impact our revenues in that quarter but will negatively affect our revenues in future quarters. In addition, we may be unable to adjust our fixed costs in response to reduced revenues. Accordingly, the effect of significant declines in the sales of these products and services may not be reflected in our short-term results of operations.

Our quarterly revenues and operating results may fluctuate, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall short of expectations.

Our quarterly revenues and operating results have fluctuated in the past and may continue to fluctuate depending upon a number of factors, many of which are out of our control. Seasonal fluctuations and industry cyclicality have affected, and are likely to continue to affect, our online recruitment services and other services. We generally generate less revenue during the national holidays in China due to the slowdown of business during the holidays. In the periods following the Chinese New Year holiday and towards the end of a calendar year, we historically experienced an increase in recruitment activity. The Chinese New Year holiday is based on the lunar calendar, varies from year to year and typically lasts for two weeks, which affects our third quarter results and their comparability to financial results of the same quarter in prior years. During seasonal peak periods, demand for recruitment advertising and other human resource related services may or may not rise significantly depending on the needs of customers as well as their perceptions of the job market. We also have observed seasonal campus recruitment activity by customers in the first and second quarter of each fiscal year. In addition, employers’ spending in China has historically been cyclical, reflecting the overall economic conditions as well as the demand for human resource services and recruitment patterns of employers. For these and other reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our operating results in future quarters may fall below expectations. Any of these events could cause the price of our ADSs to fluctuate widely.

If we are unable to comply with the restrictions and covenants contained in our loan agreements, an event of default could occur under the terms of such agreements, which could cause repayment of such debt to be accelerated and affect our liquidity.

In 2013, we entered into facility agreements with three banks, and incurred loans in an aggregate amount of US$68 million, in connection with the repurchase of Series E preferred shares. Pursuant to one of the facility agreements, the loan may be cancelled and the entire outstanding amount under that facility agreement, together with accrued interest shall become immediately due and payable upon, among other things, issuance of equity securities by us by way of public offering, although the proceeds from this offering can be applied towards reduction of the loan. Other facility agreements also have certain restrictions and covenants, including the covenant against material investments by us without the prior consent by the lenders, the covenant against the incurrence of financial indebtedness and the restriction on maximum amount of allowable cash dividends. If we are unable to comply with the restrictions and covenants in these facility agreements, there could be a default under the terms of these agreements. In the event of a default under these agreements, the banks could terminate their commitments to lend to us, accelerate the loans and declare all amounts borrowed due and payable or terminate the agreements, whichever the case may be. We cannot assure you that our assets and cash flow would be sufficient to repay in full all of our indebtedness, or that we would be able to find alternative financing in time. Even if we could obtain alternative financing, we cannot assure you that it would be on terms that are favorable or acceptable to us.

We may not be able to refinance our indebtedness on favorable terms, if at all. Our inability to refinance our indebtedness could materially and adversely affect our liquidity and our ongoing results of operation.

We intend to refinance certain of our bank borrowings with new bank loans as they become due, and as of the date of this prospectus we are in the process of negotiating new bank loans for this purpose. Our ability to refinance indebtedness will depend in part on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and financial, business, legislative, regulatory and other factors beyond our control. In addition, the increase in prevailing interest rates or other factors at the time of refinancing could result in an increase in our interest expense or other refinancing costs. A refinancing of our indebtedness could also require us to comply with more onerous covenants and further restrict our business operations. Our inability to refinance our indebtedness or to do so upon attractive terms could materially and adversely affect our business, prospects, results of operations, financial condition, cash flows and make us vulnerable to adverse industry and general economic conditions.

We have granted, and may continue to grant, stock options and other forms of share-based incentive awards, which may result in significant share-based compensation expenses and dilution to your interests.

Under our stock option plans, the maximum number of shares in respect of which stock option awards may be granted is 42,610,634 as of the date of this prospectus. As of the date of this prospectus, options to purchase a total of 17,166,259 ordinary shares of our company are outstanding under our stock option plans. See “Management—Stock Option Plans.” For the fiscal year ended June 30, 2013, we recorded RMB5.7 million (US$0.9 million) in share-based compensation expenses. For the six months ended December 31, 2013, we recorded RMB13.6 million (US$2.3 million) in share-based compensation expenses. We believe share-based incentive awards enhance our ability to attract and retain key personnel and employees, and we will continue to grant stock options and other share-based awards to employees in the future. If our share-based compensation expenses continue to be significant, our results of operations would be materially and adversely affected. Future grants and exercises of stock options or other forms of share-based compensation will result in dilution to your interests in our company.

If we fail to obtain or maintain all required licenses, permits and approvals or if we are required to take actions that are time-consuming or costly, our business operations may be materially and adversely affected.

We are required to obtain applicable licenses, permits and approvals from different regulatory authorities in order to conduct our business. The government authorities may continue to pass new rules regulating the internet sector. They may require us to obtain additional licenses, permits or approvals so that we can continue to operate our existing businesses or otherwise prohibit our operation of the types of businesses to which the new requirements apply. In addition, new regulations or new interpretations of existing regulations may increase our costs of doing business and prevent us from efficiently delivering services and products over the internet and through mobile operators and expose us to potential penalties and fines.

Pursuant to the PRC Regulations on the Administration of Talents Market, companies that purport to engage in human resources related services need to obtain the human resources service license. Companies conducting human resources related services without the human resources service license may be ordered to cease operations and a fine of up to RMB30,000 per entity may be imposed, by local human resources bureaus. As of the date of this prospectus, 24 out of 28 operating branch offices of Beijing Wangpin have obtained human resources permits, or HR permits. Our Wuxi branch office is in the process of applying HR permits. In addition, our Kunming, Taiyuan and Zhengzhou branch offices have not obtained their respective HR permits. With respect to our Taiyuan branch office, the authority in Taiyuan requested that at least five employees must pass a related exam but it is uncertain when the exam will be held. As a result, we have not been able to obtain HR permit for that branch office. With respect to our other branch offices, the relevant local governmental authorities do not issue any HR permits at the moment or have any procedures to accept and approve the HR permit applications for the branch offices of our joint venture. As of the date of this prospectus, we cannot predict with reasonable certainty when the government authorities will start accepting applications and issue HR permits. Such branch offices with no HR permits contributed 3.7% of our total revenues for the six months ended December 31, 2013. As of the date of this prospectus, no penalty has been imposed by local human resources bureaus on us. In addition, these branch offices may also be deemed to be engaging in services beyond their authorized business scope because of their lack of the HR permits, in which cases local administrations of industry and commerce, or local AICs, may order such branch offices to rectify, fine such branch offices in an amount ranging from RMB10,000 to RMB100,000 per entity, confiscate a portion of their income, or, in serious cases, revoke the business licenses of the entities. In March 2014, Beijing Wangpin newly established a branch office in Guiyang and Nanchang, respectively. These two branch offices are contemplated to conduct human resource related business in the future but as of the date of this prospectus they do not yet have any business operation and consequently are not required to possess HR permits at the moment. Prior to commencing human resource related services, these two branch offices will apply for and obtain HR permits accordingly. As of the date of this prospectus, Beijing Wangpin is in the process of setting up two additional branch offices. We cannot assure you that these branch offices will obtain HR permits in time, if at all.

Furthermore, we historically made available to human resources professionals a magazine, “Chief Human Resources Officer,” in Chinese for free to our customers. However, we were investigated by the relevant authorities and received a fine of RMB1,000 in 2013 for engaging in the publishing and distributing magazines without the requisite license and were required to take remedial actions. As a result, we decided to cease the publication and distribution of this magazine until the necessary publication permit is obtained.

We cannot assure you that all of our subsidiaries and consolidated affiliated entities will conduct their business in strict compliance with their authorized business scopes and with all necessary operating permits. If any of them are deemed by governmental authorities to be operating without appropriate permits or outside of their authorized scopes of business or otherwise fail to comply with relevant laws and regulations, we may be subject to penalties and our business and results of operation may be materially and adversely affected.

There may be some defects with respect to the establishment of our indirect subsidiary, Guangdong Zhilian Culture & Media Co., Ltd., in China. Although the scope of business license of Guangdong Zhilian Culture

& Media Co., Ltd. enables it to conduct its current businesses, it was established without obtaining the prior approval from the relevant government authorities that regulate the relevant industries. We have not received any notice of warning nor have we been subject to penalties or other disciplinary actions by the relevant governmental authorities with respect to these potential defects. However, we cannot assure you that the relevant governmental authorities would not require us to obtain the approvals or the permits from government authorities at proper levels to cure the defects, or take any other actions retrospectively in the future. If the relevant governmental authorities require us to cure such defects, we cannot assure you that we will be able to obtain such approvals, or the permits from governmental authorities at proper levels, in a timely manner or at all.

Increases in labor costs in the PRC may adversely affect our business and our profitability.

China’s economy has experienced significant growth, leading to inflation and increased labor costs. China’s consumer price index, the broadest measure of inflation, rose 2.5% in December 2013 from the level it was in December 2012. China’s overall economy and the average wage in the PRC are expected to continue to grow. As a result, the average wage level for our employees also increased in recent years. If inflation and the cost of labor in China continue to increase and we are unable to pass on these increased labor costs to our customers by increasing prices for our services, our profitability and results of operations could be materially and adversely affected.

Some of our leased property interests may be defective and we may be forced to relocate operations affected by such defects, which could cause significant disruption to our business.

As of the date of this prospectus, we had leased properties in Beijing and 32 other cities in China. According to PRC laws, rules and regulations, in situations where a tenant lacks evidence of the landlord’s title or right to lease, the validity of a lease agreement is uncertain and may be subject to challenge by third parties. The lessor of our executive offices in Beijing, where most of our employees are located, holds proper ownership title certificates. With respect to 14 of our 47 leases outside Beijing, the lessors failed to provide property title certificates or other legal instruments proving their respective title ownership, and only a few of them agreed to indemnify us for damages arising from the lessor’s lack of title. These 14 leases provide a total of 9,337.39 square meters of office space for our local business, or 23.1% of our total leased office space. Prior to signing leases, we typically require the lessors to provide their government-issued title certificates to the leased properties. If the lessors do not have title certificates, we rely on other evidences of ownership, such as the property purchase agreement if the lessor recently purchased the property and has not yet obtained a title certificate from local authorities or a construction permit or a property selling permit if we lease properties directly from developers.

We do not believe that such failure will affect the performance of these leases. However, we cannot assure you that such defects will be remediated in a timely manner or at all. Our business may be interrupted and additional relocation costs may be incurred if we are required to relocate operations from premises affected by such defects. Moreover, if our lease agreements are challenged by third parties, it could result in diversion of management attention and cause us to incur costs associated with defending such actions, even if such challenges are ultimately determined in our favor.

We have limited business insurance coverage.

Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies do in countries with more developed economies. In line with general industry practice in China, we do not have any business liability or disruption insurance to cover our operations. Any uninsured occurrence of business disruption may result in our incurring substantial costs and the diversion of resources, which could have a material adverse effect on our results of operations and financial condition.

We face risks related to health epidemics and other natural disasters.

Our business could be adversely affected by the effects of H1N1 flu, H7N9 or other avian flus, Severe Acute Respiratory Syndrome, or SARS, or another epidemic or outbreak. China reported a number of cases of

SARS in 2003, which resulted in the closure of many businesses by the PRC government to prevent transmission. In recent years, there have been reports of occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. In 2009 and 2014, the global spread of H1N1 flu and H7N9 avian flu, respectively, resulted in several confirmed infections and deaths in China.

Restrictions on travel resulting from any prolonged outbreak of H1N1 flu, H7N9 and other avian flus, SARS or another epidemic or outbreak could adversely affect our ability to market our services to new and existing customers and users throughout China. Our business operations could be disrupted if one of our employees is suspected of having H1N1 flu, H7N9 and other avian flus, SARS or another illness related to a health epidemic, which could require that a certain number of our employees be quarantined and/or our offices be disinfected. In addition, our results of operations could be adversely affected to the extent that H1N1 flu, H7N9 and other avian flus, SARS or another health epidemic harms the Chinese economy in general.

We are also vulnerable to natural disasters and other calamities such as fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist acts or similar events or acts of God. Any of the foregoing events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services to our customers and users. In addition, a severe disaster could affect the operations or financial condition of our customers, users and suppliers, which could harm our results of operations.

Risks Related to Our Corporate Structure

If the PRC government determines that the agreements that establish the structure for operating our business in China do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.

PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in internet content, advertising and human resources related business. Specifically, foreign ownership in an internet content service provider or other value-added telecommunications service providers may not exceed 50%. PRC laws and regulations also restrict foreign ownership of companies that conduct advertising business by requiring a Sino-foreign joint venture’s foreign investor to have at least a two-year track record with advertising operations as its main business outside China, and a wholly foreign-owned enterprise’s foreign investor to have at least a three-year track record with advertising operations as its main business outside China. In addition, the PRC government imposed restrictions on foreign ownership in entities that provide human resources related services in 2003. Foreign ownership in entities that provide human resources related services was restricted to 49%, beginning in November 2003, unless the foreign investor is from Hong Kong or Macau, in which case no restriction is imposed.

In order to comply with the relevant PRC laws and regulations, we conduct our operations in China through (i) our wholly-owned PRC subsidiaries, (ii) our joint venture, Beijing Wangpin and (iii) contractual arrangements among our wholly-owned PRC subsidiary, Zhilian Wangpin, and our consolidated affiliated entities in the PRC and their respective shareholders. To the extent permissible under the PRC laws and regulations, we provide services through our three wholly-owned subsidiaries in China, Zhilian Wangpin and Zhilian Yipin. The business scope set forth in the business license of Zhilian Wangpin includes research and development of internet technology and computer software; technology consulting, technical services and technology transfer, computer technology training; and sale of self-manufactured products. The business scope set forth in the business license of Zhilian Yipin includes research and development of internet technology and computer software; production of computer software; technology consulting, technical services and technology transfer; computer technology training; and sale of self-manufactured products. Although the current PRC laws and regulations restrict foreign ownership in entities that provide human resources related services to 49% unless the foreign shareholder is incorporated in Hong Kong or Macau, this restriction does not apply to our joint venture, which is 90% owned by us and 10% owned by Zhilian Sanke. We have been advised by Commerce & Finance Law Offices, our PRC legal counsel, that we may continue to operate our human resources related services through Beijing Wangpin

under the current equity structure because our joint venture was set up in 2000 and received its human resources service license prior to 2003. The current human resources service license is valid for a period of three years until March 31, 2016 and may be subsequently renewed with the relevant authorities.

Our contractual arrangements enable us to receive substantially all the economic benefits from, and exercise effective control over, our consolidated affiliated entities and consolidate their results of operations. For a detailed discussion of these contractual arrangements, see “Our Corporate History and Structure.”

If the corporate structure and contractual arrangements through which we conduct our business in China are found to be in violation of any existing or future PRC laws or regulations, we would be subject to potential actions by the relevant PRC regulatory authorities, including the CSRC, which actions could include:

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revoking or refusing to grant or renew the business and operating licenses required to conduct our operations in China;

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restricting or prohibiting transactions between our PRC subsidiaries and our consolidated affiliated entities;

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imposing fines or other requirements which we or our PRC subsidiaries and consolidated affiliated entities may find difficult or impossible to comply with;

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requiring us or our PRC subsidiaries and consolidated affiliated entities to alter our ownership structure or operations; and

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restricting or prohibiting the use of any proceeds from our public offering to finance our business and operations in China.

The imposition of any of these penalties could result in a material adverse effect on our ability to conduct our business in China, which may have a material adverse effect on our results of operations and financial condition. For risks related to our ICP license, see “—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation on internet businesses and companies.”

Our contractual arrangements with our consolidated affiliated entities and their shareholders may not be as effective in providing operational control as direct ownership. Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business and financial condition.

We have relied and expect to continue to rely on contractual arrangements with our consolidated affiliated entities and their respective shareholders to operate a part of our business in China. For a description of these contractual arrangements, see “Our Corporate History and Structure—Contractual Arrangements with Our Consolidated Affiliated Entities.”

These contractual arrangements may not be as effective in providing us with control over our consolidated affiliated entities as direct ownership. If we had direct ownership of these consolidated affiliated entities, we would be able to exercise our rights as a shareholder to effect changes in their respective boards of directors, which in turn could affect changes at the management level, subject to any applicable fiduciary obligations.

Under the current contractual arrangements, we rely on the performance by our consolidated affiliated entities and their respective shareholders of their respective obligations under the contracts to exercise control over our consolidated affiliated entities. For example, our consolidated affiliated entities and their respective shareholders could breach their contractual arrangements with us by, among other things, failing to operate our business in an acceptable manner or taking other actions that are detrimental to our interests. Our consolidated affiliated entities and their respective shareholders may fail to take certain actions required for our business or follow our instructions despite their contractual obligations to do so. If our consolidated affiliated entities or their respective shareholders fail to perform their obligations under the contractual arrangements with us, we may have to restructure our business operations, and/or incur substantial costs and resources to enforce our rights under the contracts and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, we terminated the contractual arrangement with a former consolidated affiliated entity, Henan Wangpin Advertising Co., Ltd., or Henan Wangpin, in 2012, partly because a former non-executive employee in Henan who is a direct equity holder of Henan Wangpin refused to transfer his equity interest in this entity to an individual designated by us despite his contractual obligations to do so. Henan Wangpin accounted for approximately 1.5% of our total revenues for the fiscal year ended June 30, 2012 and was deconsolidated since May 2012. We have conducted our business through our newly established branch office of our joint venture in Henan Province since 2012, and the former employee who is a registered owner of Henan Wangpin does not hold any equity interest in our company or any of our other consolidated affiliated entities. Although we have not experienced any material adverse impact on our business or results of operations due to the above changes, if the shareholders of our consolidated affiliated entities were to refuse to transfer their equity interests in these entities to us or our designee when and if we request so, or if they were otherwise to act in bad faith against us, then we may have to take legal actions to compel them to perform their contractual obligations, or they may bring claims against us to demand their economic and other rights in our consolidated affiliated entities by virtue of the fact that they are direct equity holders of these entities. PRC laws and regulations governing the validity of our contractual arrangements are uncertain and the government authorities, including courts, have broad discretion in interpreting these laws and regulations. See “Risk Factors—Risks Related to Our Corporate Structure—If the PRC government determines that the agreements that establish the structure for operating our business in China do not comply with applicable PRC laws and regulations, we could be subject to severe penalties” and “Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could have a material adverse effect on us.” In addition, the shareholders of our consolidated affiliated entities may not act in the best interests of our company or may not perform their obligations under these contracts.

All the material agreements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes under the agreements through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would cause additional expenses and delay. In the event we are unable to enforce our contractual arrangements, we may not be able to exercise effective control over our affiliated entities, and our ability to conduct our business may be materially and adversely affected.

Perfection of the pledges in our equity pledge agreements with our consolidated affiliated entities and their shareholders may be adversely affected if these equity pledges are not properly recorded. Two of our consolidated affiliated entities have not registered their equity pledges.

Under the equity pledge agreements with our consolidated affiliated entities and their PRC shareholders, the shareholders have pledged to us all of their respective equity interests in the consolidated affiliated entities. The equity interests are pledged to secure the performance by our consolidated affiliated entities and their PRC shareholders under our contractual arrangements, such as the loan agreements, the business operations agreements and exclusive technology consulting and service agreements.

We conduct our human resources business mostly through the branch offices of Beijing Wangpin, our joint venture, instead of relying on contractual arrangements with our consolidated affiliates entities. We are in the process of liquidating two subsidiaries of Zhilian Wangpin and 13 consolidated affiliated entities. As of the date of this prospectus, such subsidiaries and consolidated affiliated entities have no material business operation. We will not register the pledge agreements for these entities which are in the liquidation process. In addition, Harbin Zhilian Wangcai Advertising Co., Ltd. has registered its equity pledge with the relevant local administration for industry and commerce while Zhilian Sanke and Shenyang Zhilian Wangpin Advertising Co., Ltd. have not made such registrations.

Two of our consolidated affiliated entities have not registered their equity pledges, though we are preparing the necessary documents to register all the equity pledges by the shareholders of our consolidated affiliated entities with the relevant local authorities. It is difficult to predict how long it will take to complete these equity pledge registrations or whether they could be completed at all. See “Our Corporate History and Structure—Our Consolidated Affiliated Entities—Contractual Arrangements with Our Consolidated Affiliated Entities.” For the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, we derived 18.8%, 11.2% and 5.7% of our total revenues from our consolidated affiliated entities, respectively. For the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, the consolidated affiliated entities that have not registered their equity pledges, Shenyang Zhilian Wangpin Advertising Co., Ltd. and Zhilian Sanke, in the aggregate, contributed 0.5%, 0.3% and 0.2% of our total revenues, respectively. As of the date of this prospectus, two of our consolidated affiliated entities that have not registered equity pledges have total registered capital of RMB1.6 million (US$0.3 million). The registered capital amount is the amount required by the PRC State Administration of Industry and Commerce, or SAIC, to be stated in the application for registration of the equity interest pledges. However, the registered capital amount does not reflect the fair market value of the equity interests that are pledged under the equity pledge agreements; rather, the registered capital amount reflects the amount of capital required to be contributed to the consolidated affiliated entity under its articles of association by the holders of its equity interests. The value secured by equity pledges is not limited to the amount of the registered capital stated on the application form. Instead, under the equity pledge agreements, it covers all debts and liabilities arising from the relevant principal agreements under our contractual arrangements. The lack of registration of the equity pledges does not affect the validity of the equity pledge agreements or our ability to enforce the agreements against the current shareholders of our consolidated affiliated entities. However, the equity pledges, which form part of the contractual arrangements with our consolidated affiliated entities, will not be deemed validly created security interests under the PRC Property Rights Law until they are registered. Until the equity pledges are registered, we may not be able to successfully enforce these pledges, and will not be able to seek remedies against any third party who acquires the equity interests in the two consolidated affiliated entities in good faith. Should a third party acquire the equity interests in good faith, we may lose control of these businesses and may not be able to consolidate the assets, liabilities and results of operations of these entities.

Further, under PRC law and the equity pledge agreements, in the event of a default under our contractual arrangements, our primary remedy would be to engage in a public auction or sale of the shares and not a direct transfer of the pledged equity interest to us if we choose to enforce the pledge. Such an auction or sale may not result in our receipt of full value of the equity or the business of the entities. Under our contractual arrangements, the PRC shareholders of our consolidated affiliated entities have agreed to pledge all their equity interests therein as collateral to us.

If we exercise the option to acquire equity ownership of our consolidated affiliates, the ownership transfer shall be approved or filed with PRC governmental authorities and subject to taxation, which may result in substantial costs.

Pursuant to the contractual arrangements, Zhilian Wangpin (or its designee) has the exclusive right to purchase all or any part of the equity interests in our consolidated affiliates from the respective shareholders for a price being the higher of (i) the registered capital of such consolidated affiliates, or (ii) the minimum price as permitted by the then applicable PRC laws. The equity transfer shall be subject to the approvals from or filings with the MOFCOM, the MIIT, the SAIC and/or their local competent branches. In addition, the equity transfer

price may be subject to review and tax adjustment by the relevant tax authority. The shareholders of our consolidated affiliates will be subject to PRC individual income tax on the difference between the equity transfer price and the then current registered capital of our consolidated affiliates. The shareholders of our consolidated affiliates will pay, after deducting such tax, the remaining amount to Zhilian Wangpin under the contractual arrangements. The amount to be received by Zhilian Wangpin may also be subject to enterprise income tax. Such tax amounts could be substantial.

The shareholders of our consolidated affiliated entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. We do not have any arrangements in place to address such potential conflicts.

We do not have any equity interest in any of our consolidated affiliated entities except for Harbin Zhilian Wangcai Advertising Co., Ltd. With respect to our principal consolidated affiliated entities, Zhilian Sanke is jointly owned by Mr. Xin Wang and Mr. Yuanwei Xie; Harbin Zhilian Wangcai Advertising Co., Ltd is jointly owned by Zhilian Wangpin and Mr. Hao Liu; and Shenyang Zhilian Wangpin Advertising Co. Ltd. is jointly owned by Mr. Hao Liu and Mr. Xin Wang. Mr. Hao Liu is a director of our company. Mr. Yuanwei Xie and Mr. Xin Wang are nominee shareholders of our consolidated affiliated entities and employees of SEEK Limited, which is the parent company of SEEK International Investments Pty Ltd., or SEEK, our largest shareholder as of the date of this prospectus. Mr. Wang and Mr. Xie became nominee shareholders of our consolidated affiliated entities in May 2014 through equity interest transfers by the previous nominee shareholders. For the equity interest transfers to Mr. Wang and Mr. Xie to become effective against third parties, the transfers need to be registered with the local branches of the SAIC. As of the date of this prospectus, the registration of such transfers is still in process. The time needed to complete such registration varies and we cannot predict when the registration will be complete. In addition, the local branches of the SAIC may require the physical presence of both the transferor and transferee at the same time in their office before they register any transfer. As a result, lack of full cooperation by the nominee shareholders may delay or prevent the completion of the registration process.

example, occasions may arise when the fiduciary duties these individuals owe to us under Cayman Islands law conflict with the fiduciary duties they owe to our PRC entities under PRC law. Under Cayman Islands law, a director is not released from his or her fiduciary duties owed to us as a director of our company, and his or her obligation to discharge such duties is not affected by any other duties that such director owes or interests which such director may have, including as a director or shareholder of another company, such as our consolidated affiliated entities. We cannot assure you that when conflicts of interest arise, any or all of these individuals will act in the best interests of our company or such conflicts will be resolved in our favor. In addition, these individuals may breach, cause our consolidated affiliated entities to breach or refuse to renew, the existing contractual arrangements with us. Currently, we do not have any arrangements to address potential conflicts of interest between these individuals and our company. We rely on these individuals to abide by the laws of the Cayman Islands and China, which provide that directors owe a fiduciary duty to the company that requires them to act in good faith and in the best interests of the company and not to use their positions for personal gains. There are, however, no specific regulations under the PRC or Cayman Islands laws with respect to the potential conflicts of interest. If we cannot resolve any conflict of interest or dispute between us and the beneficial owners of our consolidated affiliated entities, we would have to rely on legal proceedings, which could disrupt our business, distract management and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

The shareholders of our consolidated affiliated entities may be involved in personal disputes with third parties or other incidents that may have an adverse effect on their respective equity interests in the relevant consolidated affiliated entities and the validity or enforceability of our contractual arrangements with the relevant entity and its shareholders. For example, in the event that any of the shareholders of our consolidated affiliated

entities divorces his or her spouse, the spouse may claim that the equity interest of the relevant consolidated affiliated entities held by such shareholder is part of their community property and should be divided between such shareholder and spouse. If such claim is supported by the court, the relevant equity interest may be obtained by the shareholder’s spouse or another third party who is not subject to obligations under our contractual arrangements, which could result in our losing effective control over the relevant consolidated affiliated entity. Similarly, if any of the equity interests of our consolidated affiliated entities is inherited by a third party on whom the current contractual arrangements are not binding, we could lose our control over the relevant consolidated affiliated entity or have to maintain such control at unpredictable cost, which could cause significant disruption to our business, operations and harm our financial condition and results of operations.

Although under our current contractual arrangements, (i) the spouses of each of the shareholders of our consolidated affiliated entities have executed spousal consent letters, under which they agree that they will not take any actions or raise any claims to interfere with the performance by their spouses of the obligations under these contractual arrangements, including claiming community property ownership on the equity interest, and they renounce any and all right and interest related to the equity interest that they may be entitled to under applicable laws and (ii) it is expressly provided that all these agreements and the rights and obligations thereunder shall be equally effective and binding on the heirs and successors of the contract parties, we cannot assure you that these undertakings and arrangements will be complied with or effectively enforced. In the case any of them is breached or becomes unenforceable and leads to legal proceedings, it could disrupt our business, distract management and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Contractual arrangements with our consolidated affiliated entities may be subject to scrutiny by the PRC tax authorities and result in adverse tax consequences to us.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenged by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among Zhilian Wangpin, our wholly-owned subsidiary in China, our consolidated affiliated entities in China and their respective shareholders were not entered into on an arm’s length basis and consequently adjust our consolidated affiliated entities’ income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our consolidated affiliated entities, which could in turn increase their tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties upon our consolidated affiliated entities for unpaid taxes. Our consolidated net income may be materially and adversely affected if our consolidated affiliated entities’ tax liabilities increase or if they are subject to late payment fees or other penalties.

We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could limit our ability to pay dividends to holders of our ADSs and ordinary shares.

We are a holding company and conduct substantially all of our business through our operating subsidiaries and consolidated affiliated entities, which are limited liability companies established in China. We may rely on dividends paid by our subsidiaries for our cash needs, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any existing or future indebtedness and to pay our operating expenses.

addition, PRC companies may allocate a portion of their after-tax profit to their staff welfare and bonus fund at the discretion of their boards of directors. In October 2013, we were paid a cash dividend of RMB224.1 million by Beijing Wangpin, our joint venture. Our other PRC subsidiaries and affiliated entities historically have not allocated any of their after-tax profits to staff welfare and bonus funds, since there is no legal requirement to do so, but they may nevertheless decide to set aside such funds in the future. There is no maximum amount of after-tax profit that a company may contribute to such funds. Any direct or indirect limitation on the ability of our PRC subsidiaries, including our joint venture, to distribute dividends and other distributions to us could materially and adversely limit our ability to make investments or acquisitions at the holding company level, pay dividends or otherwise fund and conduct our business.

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners to personal liability and limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us or otherwise materially and adversely affect us.

The State Administration of Foreign Exchange, or SAFE, issued Circular 75, requiring PRC residents, including both legal persons and natural persons, to register with the relevant local branch of SAFE before establishing or controlling any company outside of China, referred to as an offshore special purpose company, for the purpose of raising funds from overseas to acquire assets of, or equity interest in, PRC companies. In addition, any PRC resident that is the beneficial owner of an offshore special purpose company is required to amend his or her registration with the local branch of SAFE, with respect to that offshore special purpose company in connection with any increase or decrease in its capital, transfer of shares, merger, division, equity investment or creation of any security interest over any assets located in China. Any failure to comply with the above registration requirements could result in PRC subsidiaries being prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to their offshore parent companies, offshore parent companies being restricted in their ability to contribute additional capital into their PRC subsidiaries and other liabilities under PRC laws for evasion of foreign exchange restrictions.

As of the date of this prospectus, none of our shareholders are PRC citizens or residents and therefore no registration under Circular 75 is required for our shareholders. However, we may not at all times be fully aware or informed of the identities of all of our beneficial owners who are PRC citizens or residents, and we may not always be able to compel our beneficial owners to comply with Circular 75; nor can we ensure you that their registrations, if they choose to apply, will be successful. The failure or inability of our PRC resident beneficial owners to make any required registrations or comply with these requirements may subject such beneficial owners to fines and legal sanctions and may also limit our ability to contribute additional capital into or provide loans (including using the proceeds from this offering) to our China operations, limit our PRC subsidiary’s ability to pay dividends or otherwise distribute profits to us or otherwise materially and adversely affect us.

Risks Related to Doing Business in China

Adverse changes in political and economic policies of the PRC government could have a material adverse effect on our business.

Substantially all of our assets and business operations are located in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The economy in China differs from the economies of most developed countries in many respects, including:

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degree of government involvement;

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level of development;

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rate of economic growth;

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control of foreign exchange rates and currency conversion;

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access to financing; and

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allocation of resources.

Although China has been transitioning from a planned economy to a more market-oriented economy since the 1970s, the PRC government continues to exercise significant control over China’s economy through resource allocation, foreign exchange control, monetary policies and administrative regulations of certain industries and entities. In recent years, the PRC government has implemented measures emphasizing the reliance on market forces to promote economic reform, reduce state ownership of productive assets and establish corporate governance structures in business enterprises. Nevertheless, a substantial portion of the productive assets in China are still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the government could materially and adversely affect our business.

While the Chinese economy has grown significantly in the past 30 years, the growth has been uneven geographically, among various sectors of the economy and during different periods. We cannot assure you that the Chinese economy will continue to grow, that any growth will be steady and uniform or that any slowdown will not have a negative effect on our business.

Uncertainties with respect to the PRC legal system could have a material adverse effect on us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always consistent, and enforcement of these laws, regulations and rules involves uncertainties, which may limit the available legal protections.

In addition, the PRC administrative and court authorities have significant discretion in interpreting and implementing or enforcing statutory rules and contractual terms, and it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we may enjoy in the PRC than under some more developed legal systems. These uncertainties may affect our judgment on the relevance of legal requirements and our decisions on the measures and actions to be taken to fully comply therewith, and may affect our ability to enforce our contractual or tort rights. Such uncertainties may therefore increase our operating expenses and costs and materially and adversely affect our business and results of operations.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation on internet businesses and companies.

The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation of internet businesses include, but are not limited to, the following:

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The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. Further, new laws, regulations or policies may be promulgated or announced that

will regulate internet activities, including online recruitment and online advertising businesses. If these new laws, regulations or policies are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties and our business operation could be disrupted.

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There are uncertainties relating to the regulation of the internet industry in China, including evolving licensing requirements. This means that permits, licenses or operations at some of our companies may be subject to challenge, or we may fail to obtain or renew permits or licenses that applicable regulators may deem necessary for our operations. If we fail to maintain or obtain the required permits or licenses, we may be subject to various penalties, including fines and discontinuation of, or restriction on, our operations. Any such penalty may disrupt our business operations and may have a material adverse effect on our results of operations. For example, audio and video content accessible from our website is hosted on, and delivered through, a third-party website, which has an internet audio/video program transmission license. If this business arrangement is challenged by the PRC government, we may need to apply for the internet audio/video program transmission license. We may not be able to obtain such license in a timely manner or at all. See “Regulation—Regulations on Broadcasting Audio/Video Programs through the internet” for more details.

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The interpretation and application of existing or future PRC laws, regulations and policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. We cannot assure you that we will be able to maintain our existing licenses or obtain any new licenses required under any existing or new laws or regulations. There are also risks that we may be found to violate existing or future laws and regulations given the uncertainty and complexity of China’s regulation of internet businesses.

Any requirement to obtain prior approval from the China Securities Regulatory Commission, or the CSRC, could delay this offering and a failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.

On August 8, 2006, six PRC regulatory agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006, as amended on June 22, 2009. The M&A Rule purports to require, among other things, offshore special purpose vehicles, or SPVs, formed for listing purposes through the acquisition of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

While the application of the M&A Rule remains unclear, we believe, based on the advice of our PRC legal counsel, Commerce & Finance Law Offices, that while the CSRC generally has jurisdiction over overseas listings of SPVs like us, the CSRC’s approval is not required for this offering given the fact that we are not SPV controlled by a PRC enterprise or PRC individual as defined in M&A Rules. However, we cannot assure you that the relevant PRC government agency, including the CSRC, would reach the same conclusion as our PRC legal counsel. If the CSRC or other PRC regulatory agency subsequently determines that we need to obtain the CSRC’s approval for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operation, and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies may also take actions requiring us to halt this offering before settlement and delivery of the ADSs offered by this prospectus.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may limit the use of the proceeds we receive from this offering for our expansion or operations.

In utilizing the proceeds we receive from this offering in the manner described in “Use of Proceeds,” as an offshore holding company with PRC subsidiaries, we may (i) make additional capital contributions to our PRC subsidiaries, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiaries or our consolidated affiliated entities or (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to approvals and certain limitations on capital amount. For example:

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capital contributions to our PRC subsidiaries, whether existing or newly established, must be approved by the PRC Ministry of Commerce or its local bureaus;

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loans by us to our PRC subsidiaries, including our joint venture, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local bureaus; and

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loans by us to our consolidated affiliated entities, as well as the settlements of such loans, must be approved by SAFE or its local bureaus.

In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency-denominated capital of a foreign-invested company. The approved use of such Renminbi funds may not be changed without approval from SAFE. Renminbi funds converted from foreign exchange may not be used to repay loans in Renminbi if the proceeds of such loans have not yet been used.

We expect that the PRC regulations of loans and direct investment by offshore holding companies to PRC entities may continue to limit our use of proceeds of this offering. There are no costs associated with registering loans or capital contributions with relevant PRC governmental authorities, other than nominal processing charges. Under PRC laws and regulations, the PRC governmental authorities are required to process such approvals or registrations or deny our application within a prescribed period. The actual time taken, however, may be longer due to administrative delay. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future plans to use the U.S. dollar proceeds we receive from this offering for our expansion and operations in China. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

Our PRC subsidiaries’ business licenses do not specifically authorize equity investments and, as a result, we are prohibited from using Renminbi converted from foreign currency denominated capital to establish new subsidiaries, increase the registered capital of our current subsidiaries or to invest in other companies in China.

On August 29, 2008, SAFE promulgated Circular 142, a notice regulating the conversion by a foreign-invested company of foreign currency denominated capital into Renminbi and restricting the use of such converted Renminbi. Circular 142 provides that a foreign-invested company can only use Renminbi converted from foreign currency denominated capital for purposes within the business scope specified in its business license, as approved by the applicable governmental authorities. Our PRC subsidiaries, including our joint venture, have used Renminbi converted from foreign currency denominated capital to pay advertising expenses, pay salaries and benefits to employees and fund other operational needs, all of which are within the approved business scope of our PRC subsidiaries’ business licenses.

In addition, Circular 142 provides that a foreign-invested company may not use such converted Renminbi for equity investments in the PRC unless its business license specifically includes equity investments within its business scope. Currently, none of our PRC subsidiaries, all of which are foreign-invested enterprises, has an approved business scope that includes equity investments. Furthermore, SAFE promulgated a circular on

November 9, 2010, or Circular 59, which requires the authenticity of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner described in the offering documents.

To strengthen Circular 142, SAFE promulgated a “Circular on Further Clarifying and Regulating Relevant Issues Concerning the Administration of Foreign Exchange under Capital Account”, or Circular 45, on November 16, 2011, which expressly prohibits a foreign-invested company from converting its registered capital in foreign exchange currency into Renminbi for the purpose of making domestic equity investments, granting certain entrusted loans, repayment of inter-company loans, and repayment of bank loans that have been transferred to a third party. Furthermore, Circular 45 generally prohibits foreign-invested entities from converting registered capital in foreign exchange into Renminbi for payment of various types of cash deposits. As a result, Circular 142 and Circular 45 may significantly restrict our ability to transfer capital to our consolidated affiliated entities through our PRC subsidiaries, including our joint venture, which may adversely affect the ability of our PRC subsidiaries to expand their business operations and may impact our planned use of proceeds.

As a result, although we may finance our PRC subsidiaries, including our joint venture, through shareholder loans or capital contributions after obtaining approval from, and completing registration with, the applicable PRC governmental authorities, such capital can only be used for approved business purposes specified in the business licenses of our PRC subsidiaries, and none of our PRC subsidiaries is allowed to use such funds to make any equity investment in the PRC by means of establishing new subsidiaries, increasing the registered capital of our current subsidiaries or acquiring an equity interest in other entities in China. Any violation of Circular 142, Circular 59 or Circular 45 may result in severe penalties, including substantial fines. This limitation could adversely affect the ability of our PRC subsidiaries to expand their business operations and may impact our planned use of proceeds. For example, we may not be able to use our proceeds for strategic investment or acquisition in China through our PRC subsidiaries.

Our global income and the dividends that we may receive from our PRC subsidiaries may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations, and non-PRC shareholders may be subject to PRC tax on dividends and gains which may reduce returns on investments in our shares or ADSs.

Under the PRC Enterprise Income Tax Law, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise,” meaning it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes, i.e., it is required to pay enterprise income tax on income derived from sources inside and outside China at a tax rate of 25%, although the dividends paid to one resident enterprise from another may qualify as “tax-exempt income.” The implementation regulations of the PRC Enterprise Income Tax Law define a “de facto management body” as a body that has substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise, and provides that if the foreign enterprise is deemed to be PRC resident enterprise, dividends and other income obtained by the shareholder from the deemed PRC resident enterprise will be considered PRC-source income and subject to PRC withholding tax, which may be further reduced depending on provision in the double taxation agreement between China and the relevant countries. A circular issued by the PRC State Administration of Taxation on April 22, 2009, or “Circular,” specifies that certain foreign enterprises controlled by a PRC company or a PRC company group will be classified as PRC “resident enterprises” if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function are mainly in the PRC; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (iv) at least half of the enterprise’s directors with voting rights or senior management reside in the PRC. Although the Circular only applies to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals or by foreign individual or enterprise, the determining criteria set forth in the Circular may reflect the State Administration of Taxation’s general position on how the “de facto

management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC individuals.

We do not believe that Zhaopin Limited is a PRC resident enterprise because it does not meet the conditions above. Zhaopin Limited is a company incorporated outside the PRC, and keeps its respective key assets and records, including resolutions of board of directors and resolutions of shareholders, outside of the PRC. In addition, we are not aware of any offshore holding companies with similar corporate structures to ours that have been deemed to be PRC “resident enterprises” by the PRC tax authorities. Therefore, we do not believe Zhaopin Limited should be treated as a “resident enterprise” for PRC tax purposes. However, as the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we may be considered a resident enterprise and may therefore be subject to the enterprise income tax at 25% on our global income. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. Moreover, the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC resident enterprise shareholders, a 10% PRC tax is imposed on gains derived by our non-PRC resident enterprise shareholders from transferring our shares or ADSs (unless the holder is eligible for a treaty that provides a reduced rate), a 20% withholding tax is imposed on dividends we pay to our non-PRC resident individual shareholders and a 20% PRC tax is imposed on gains derived by our non-PRC resident individual shareholders from transferring our ordinary shares or our ADSs (unless the holder is eligible for a treaty that provides a reduced rate), in each case, if such income is considered PRC-sourced income by the relevant PRC authorities. This could have the effect of increasing our and our shareholders’ effective income tax rates and may require us to deduct withholding tax from any dividends we pay to our non-PRC shareholders. In addition to the uncertainty regarding how the new “resident enterprise” classification may apply, it is also possible that the rules may change in the future, possibly with retroactive effect.

If we are required under the PRC Enterprise Income Tax Law to withhold PRC income tax on our dividends payable to our non-PRC shareholders and ADS holders or our shareholders and ADS holders are subject to PRC tax on gains derived from transferring our ordinary shares or ADSs, your investment in our ordinary shares or ADSs may be materially and adversely affected.

We face uncertainties with respect to application of the Circular on Strengthening the Administration of Enterprise Income Tax for Share Transfer by Non-PRC Resident Enterprises.

Pursuant to the Circular on Strengthening the Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the State Administration of Taxation, or SAT, in December 2009, with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate of less than 12.5% or (ii) does not impose income tax on foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the competent tax authority of the PRC resident enterprise this Indirect Transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price that does not comply with arm’s length principles, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

SAT Public Notice 24, the term “effective tax” refers to the effective tax on the gain derived from disposition of the equity interests of an overseas holding company; and the term “does not impose income tax” refers to the cases where the gain derived from disposition of the equity interests of an overseas holding company is not subject to income tax in the country or region where the overseas holding company is a resident.

There is uncertainty as to the application of SAT Circular 698. For example, while the term “Indirect Transfer” is not clearly defined, it is understood that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with the PRC. Moreover, the relevant authority has not yet promulgated any formal provisions or made any formal declaration as to the process and format for reporting an Indirect Transfer to the competent tax authority of the relevant PRC resident enterprise. In addition, there are not any formal declarations concerning how to determine whether a foreign investor has adopted an abusive arrangement in order to reduce, avoid or defer PRC tax. SAT Circular 698 may be determined by the tax authorities to be applicable to our private equity financing transactions and historical restructuring where non-resident investors were involved, if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose. As a result, we and our non-resident investors may become at risk of being taxed by virtue of SAT Circular 698 in connection with our past restructuring and may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we and our non-resident enterprise investors should not be taxed by virtue of SAT Circular 698, which may have a material adverse effect on our financial condition and results of operations or such non-resident investors’ investments in us. Although SAT Circular 698 contains an exemption for transfers of publicly traded stock in a PRC resident enterprise, we do not believe Zhaopin Limited is a PRC resident enterprise and such exemption should not be applicable to the transfer of our ordinary shares or ADSs. If we are regarded as a non-PRC resident enterprise, PRC tax authorities may deem any future transfer of our ordinary shares or ADSs by our shareholders or holders of ADSs to be subject to these regulations, which may subject such shareholders or holders of ADSs to additional reporting obligations or tax burdens. If such shareholders or holders of ADSs fail to comply with these circulars, the PRC tax authorities may take actions, including requesting us to assist in their investigations, which could have a negative impact on our business operations.

Discontinuation of any of the preferential tax treatments currently available to us in China could adversely affect our overall results of operations.

The current PRC Enterprise Income Tax Law imposes a uniform enterprise income tax rate of 25% on all domestic enterprises, including foreign-invested enterprises, unless they qualify for certain exceptions. The PRC enterprise income tax is calculated based on the taxable income determined under the PRC laws and accounting standards. The PRC Enterprise Income Tax Law and its implementation rules permit “high and new technology enterprises strongly encouraged by the state”, or HNTE, which independently own core intellectual property and meet certain other criteria stipulated in the implementation rules to enjoy a preferential enterprise income tax rate of 15%, subject to periodical review of the qualification of HNTE, and approval of relevant taxation administration and other criteria specified in relevant laws and regulations.

Beijing Wangpin received HNTE qualification approval from relevant government authorities in November 2011 and filed its HNTE status with local tax bureau in March 2012, upon which Beijing Wangpin is entitled to enjoy the preferential tax rate of 15% from 2011 to 2013. Beijing Wangpin’s continued qualification as an HNTE will be subject to review by the relevant PRC government authorities every three years and it is required to conduct annual filing with relevant authorities within the effective period of HNTE qualification. There is no assurance that Beijing Wangpin will continue to be accredited as an HNTE, or the current favorable tax policies available to us will not be withdrawn or revoked by the PRC government authorities or become less favorable. If the current preferential tax treatment is no longer available to us in the future, our financial condition and results of operations could be materially and adversely affected.

Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the Renminbi to appreciate slowly against the U.S. dollar again. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. There remains significant international pressure on the Chinese government to substantially liberalize its currency policy, which could result in further appreciation in the value of the Renminbi against the U.S. dollar.

Substantially all of our revenues and costs are denominated in Renminbi. At the Cayman Islands holding company level, we may rely on dividends and other fees paid to us by our subsidiaries and consolidated affiliated entities in China. Any significant revaluation of the Renminbi may materially and adversely affect our cash flows, net revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, an appreciation of the Renminbi against the U.S. dollar would make any new Renminbi-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into Renminbi for such purposes. Conversely, a significant depreciation of the Renminbi against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our ADSs. If we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure. In addition, our currency exchange loss may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Under our current corporate structure, the income of our Cayman Islands holding company is primarily derived from a share of the earnings from our PRC subsidiaries. Revenues of our PRC subsidiaries are all denominated in Renminbi. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, for any PRC company, dividends can be declared and paid only out of the retained earnings of that company under PRC law. Furthermore, approval from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. Specifically, under the existing exchange restrictions, without a prior approval of SAFE, cash generated from the operations of our subsidiaries in China may be used to pay dividends by our PRC subsidiaries to our company and pay employees of our PRC subsidiaries who are located outside China in a currency other than the Renminbi. With a prior approval from SAFE, cash generated from the operations of our PRC subsidiaries and consolidated affiliated entities may be used to pay off debt in a currency other than the Renminbi owed by our subsidiaries and

consolidated affiliated entities to entities outside China, and make other capital expenditures outside China in a currency other than the Renminbi. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Failure to comply with the registration requirements for employee stock incentive plans may subject our PRC equity incentive plan participants or us to fines and other legal or administrative sanctions.

On February 15, 2012, SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or Circular 7, which superseded the Administrative Measures of Foreign Exchange Matters for Individuals issued by SAFE in January 2007. Circular 7 regulates the foreign exchange matters associated with employee stock incentive plans or similar plans permitted under applicable laws and regulations granted to PRC residents by companies whose shares are listed on offshore stock exchanges.

Pursuant to Circular 7, all PRC residents participating in share incentive plans of offshore listed companies are required to, through their employers, jointly retain qualified PRC agents to register with SAFE. PRC residents include PRC nationals or foreign citizens having been consecutively residing in PRC for not less than one year who act as directors, supervisors, senior management personnel or other employees of PRC entities affiliated with such offshore listed company. A qualified PRC agent may be a PRC entity involved in the share incentive plan or a PRC institution eligible for assets trusteeship, which is lawfully selected to handle various foreign exchange matters related with share incentive plans and apply annually for a quota for conversion and/or payment of foreign currencies in connection with the PRC residents’ exercise of the employee stock options. The foreign exchange proceeds received by PRC residents from sale of shares under share incentive plans granted by offshore listed companies must be remitted to bank accounts in China opened by their employers or PRC agents.

We and our PRC resident employees or other personnel who participate in our stock option plans will be subject to these regulations when this initial public offering is completed. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and other legal or administrative sanctions. See “Regulation—Regulation of Foreign Currency Exchange and Dividend Distribution—Circular 7.”

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. From time to time, we did not make full contributions to the social security and housing funds for all employees. We did not pay, or were not able to pay, certain past social security and housing fund contributions in strict compliance with the relevant PRC regulations for and on behalf of our employees due to differences in local regulations and inconsistent implementation or interpretation by local authorities in the PRC and different levels of acceptance of the housing fund system by our employees. As of December 31, 2013, we have recorded RMB31,498 of accruals for estimated underpaid amounts in our financial statements. We may be required to make up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

If the custodians or authorized users of our controlling non-tangible assets, including corporate chops and seals, fail to fulfill their responsibilities or misappropriate or misuse these assets, our business and operations could be materially and adversely affected.

In China, a company chop or seal usually serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Under PRC law, legal documents for corporate transactions, including contracts and leases that our business relies on, are executed using “corporate chops,” which are instruments that contain either the official seal of the signing entity or the signature of a legal representative whose designation is registered and filed with SAIC.

Our PRC subsidiaries and consolidated affiliated entities generally execute legal documents with corporate chops. One or more of our corporate chops may be used to, among other things, execute commercial sales or purchase contracts, procurement contracts and office leases, open bank accounts, issue checks and to issue invoices. We believe that we have sufficient controls in place over access to and use of the chops. Our chops are kept securely with our chief executive officer, our chief financial officer or city managers of our PRC subsidiaries or consolidated affiliated entities, as applicable. In addition, some of our contract management employees are authorized to maintain contract chops and apply them to sales contracts with our customers. Use of chops requires proper approvals in accordance with our internal control procedures. The custodians are required to also maintain a log to keep a detailed record of each use of the chops.

However, we cannot assure you that unauthorized access to or use of those chops can be prevented. Our designated employees who hold the corporate chops could abuse their authority by, for example, binding us to contracts against our interests or intentions, which could result in economic harm, disruption of our operations or other damages to us as a result of any contractual obligations, or resulting disputes, that might arise. If the party contracting with us did not act in good faith under such circumstances, then we could incur costs to nullify such contracts. Such corporate or legal action could involve significant time and resources, while distracting management from our operations. In addition, we may not be able to recover corporate assets that are sold or transferred out of our control in the event of such a misappropriation if a transferee relies on the apparent authority of the representative and acts in good faith.

If a designated employee uses a chop in an effort to obtain control over one or more of our PRC subsidiaries and consolidated affiliated entities, we would need to take legal action to seek the return of the applicable chop(s), apply for a new chop(s) with the relevant authorities or otherwise seek legal redress for the violation of their duties. During any period where we lose effective control of the corporate activities of one or more of PRC subsidiaries and consolidated affiliated entities as a result of such misuse or misappropriation, the business activities of the affected entity could be disrupted and we could lose the economic benefits of that aspect of our business. To the extent those chops are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and the operations of these entities could be significantly and adversely impacted.

The financial statements included in this prospectus are audited by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

Auditors of companies that are registered with the SEC and traded publicly in the United States, including our independent registered public accounting firm, must be registered with the US Public Company Accounting Oversight Board (United States), or PCAOB, and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Because our auditor is located in the Peoples’ Republic of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditor is not currently inspected by the PCAOB. In May 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the CSRC and the PRC Ministry of Finance, which establishes

a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by PCAOB, the CSRC or the PRC Ministry of Finance in the United States and the PRC, respectively. PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges.

This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating audits and quality control procedures of any auditors operating in China, including our auditor. As a result, investors may be deprived of the benefits of PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

The outcome of the administrative proceedings brought by the SEC against the Big Four PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In December 2012, the SEC instituted administrative proceedings under Rule 102(e)(1)(iii) of the SEC’s Rules of Practice against the Big Four PRC-based accounting firms, including our independent registered public accounting firm, alleging that these firms had violated U.S. securities laws and the SEC’s rules and regulations thereunder by failing to provide to the SEC the firms’ work papers related to their audits of certain PRC-based companies that are publicly traded in the United States. Rule 102(e)(1)(iii) authorizes the SEC to deny any person, temporarily or permanently, the ability to practice before the SEC if found by the SEC, after notice and opportunity for a hearing, to have willfully violated any such laws or rules and regulations. On January 22, 2014, an initial administrative law decision was issued, sanctioning these accounting firms and suspending them from practicing before the SEC for a period of six months. The Big Four PRC-based accounting firms recently appealed the initial administrative law decision to the SEC. The initial administrative law decision will not take effect until and unless it is endorsed by the SEC. The Big Four PRC-based accounting firms can then further appeal the final decision of the SEC through the federal appellate courts. While we cannot predict the outcome of the SEC’s review nor that of any subsequent appeal process, if the Big Four PRC-based accounting firms, including our independent registered public accounting firm, were denied, temporarily or permanently, the ability to practice before the SEC, and we are unable to timely find another registered public accounting firm which can audit and issue a report on our financial statements, our financial statements could be determined to not be in compliance with the requirements for financial statements in connection with this offering under the Securities Act of 1933, as amended, or the Securities Act, or those of public companies registered under the Exchange Act after our completion of this offering. Such a determination could ultimately lead to the delay or abandonment of this offering, or, after the completion of this offering, delisting of our ADSs from the New York Stock Exchange or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.

Risks Related to Our ADSs and This Offering

There has been no public market for our ordinary shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

Prior to this initial public offering, there has been no public market for our ordinary shares or ADSs. We have applied to list our ADSs on the New York Stock Exchange. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected.

cannot assure you that an active trading market for our ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

We are an emerging growth company and we cannot be certain whether the special accommodations applicable to emerging growth companies will make our ADSs less attractive to investors.

We are an emerging growth company, as defined in the JOBS Act effective on April 5, 2012, or the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies. Most of such requirements relate to disclosures that we would only be required to make if we cease to be a foreign private issuer in the future. Nevertheless, as a foreign private issuer that is an emerging growth company, we will not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for up to five fiscal years after the date of this offering. We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemption provided in the JOBS Act discussed above. We cannot predict if investors will find our ADSs less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find our ADSs less attractive as a result, there may be a less active trading market for our ADSs.

The market price of our ADSs may be volatile.

The trading prices of our ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, such as the performance and fluctuation in the market prices or the underperformance or declining financial results of other companies based in China that have listed their securities in the United States in recent years. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the market price of our ADSs.

In addition, the market price for our ADSs is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

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actual or anticipated fluctuations in our operating results;

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changes in financial estimates by securities research analysts;

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changes in the performance or market valuation of other human resources service companies;

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announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments;

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addition or departure of our executive officers;

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intellectual property litigation;

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release or expiration of lock-up or other transfer restrictions on our outstanding ordinary shares or ADSs; and

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substantial sale of ordinary shares upon exercise of our stock option awards;

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economic, regulatory or political conditions in China.

If securities or industry analysts publish negative reports about our business, the price and trading volume of our securities could decline.

The trading market for our securities depends, in part, on the research reports and ratings that securities or industry analysts or ratings agencies publish about us, our business and the human resources services market in China in general. We do not have any control over these analysts or agencies. If one or more of the analysts or agencies who cover us downgrades us or our securities, the price of our securities may decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our securities or trading volume to decline.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

We plan to use the net proceeds from this offering to repay our existing indebtedness and for our geographic expansion, product development, upgrade of our information technology system and website, and working capital and general corporate purposes, including strategic investments and potential acquisition opportunities. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investing decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Because the initial public offering price is substantially higher than our net tangible book value per share, you will incur immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$ per ADS (assuming no exercise by the underwriters of their option to acquire additional ADSs), representing the difference between the assumed initial public offering price of US$ per ADS, the midpoint of the range shown on the front cover page of this prospectus, and our net tangible book value per ADS as of , after giving effect to this offering. In addition, you may experience further dilution to the extent that our ordinary shares are issued upon exercise of share options vested. See “Dilution” for a more complete description of how the value of your investment in our ADSs will be diluted upon completion of this offering.

Our proposed dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.

If the proposed dual-class share structure is approved by our shareholders, our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to four votes per share. We will issue Class A ordinary shares represented by our ADSs in this offering. All of our ordinary shares and preferred shares issued and outstanding before the completion of this offering will be redesignated or automatically converted into Class B ordinary shares, while all of the ordinary shares to be issued on or after the completion of this offering will be Class A ordinary shares. We intend to maintain the dual-class voting structure after the completion of this offering. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof in the manner set out in our

post-offering memorandum and articles of association. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equal number of Class A ordinary shares in the manner set out in our post-offering memorandum and articles of association.

Due to the disparate voting powers attached to these two classes of ordinary shares, our pre-IPO shareholders will collectively own approximately % of the voting power of our outstanding shares immediately after this offering, assuming no exercise of the over-allotment option granted to the underwriters of this offering, and will have decisive influence over matters requiring shareholders’ approval, including appointment of directors and significant corporate transactions, such as a merger or sale of our company or our assets. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.

Substantial future sales or the expectation of substantial sales of our ADSs in the public market could cause the price of our ADSs to decline.

Sales of our ADSs or ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have ordinary shares outstanding, including ordinary shares represented by ADSs. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. The remaining ordinary shares outstanding after this offering will be available for sale upon the expiration of the 180-day lock-up period beginning from the date of this prospectus and, in the case of the ordinary shares that certain option holders will receive when they exercise their share options, subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act. Any or all of these shares (other than those held by certain option holders) may be released prior to expiration of the lock-up period at the discretion of the underwriters. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of our ADSs could decline.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

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the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

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the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. We intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the New York Stock Exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less frequently compared to that required to be filed with the SEC by U.S.

domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a United States domestic issuer.

We will rely on certain exemptions from corporate governance requirements of the New York Stock Exchange, which may afford less protection to the holders of our ADSs.

We are exempt from certain corporate governance requirements of the New York Stock Exchange, or the NYSE by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by U.S. domestic companies under the NYSE rules. The standards applicable to us are considerably different than the standards applied to U.S. domestic issuers. The significantly different standards applicable to us do not require us to, among other things:

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have a majority of the board be independent (other than due to the requirements for the audit committee under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act);

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have a minimum of three members or a person with accounting or related financial management expertise in our audit committee;

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have a compensation committee or a nominating and corporate governance committee;

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have regularly scheduled executive sessions with only non-management directors; and

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have at least one executive session of solely independent directors each year.

SEEK, our largest shareholder as of the date of this prospectus, will be entitled after this offering to appoint or remove any number of directors such that SEEK Designated Directors (as such term is defined in our post-offering memorandum and articles of association) constitute a majority of our board of directors. The foregoing right will terminate at such time as SEEK and its affiliates, in the aggregate, possess less than fifty percent of the total voting power of our issued and outstanding voting shares for a period of 180 consecutive days. As of the date of this prospectus, we do not plan to establish a nominating and corporate governance committee. We will rely on the home country practice with respect to the majority independent board requirement and the nominating and corporate governance committee requirement under the NYSE rules. As a result, you will not be provided with the benefits of all the corporate governance requirements of the NYSE.

We are controlled by a small number of our existing shareholders, whose interests may differ from other shareholders, and our board of directors has the power to discourage a change of control.

After our outstanding ordinary and preferred shares are redesignated into Class B ordinary shares prior to the completion of this offering, assuming that the underwriters do not exercise their over-allotment option, SEEK will beneficially own Class B ordinary shares, or approximately % of our total outstanding ordinary shares representing % of the total voting power. Accordingly, SEEK currently has and is expected to continue to have a controlling interest in our company and have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. SEEK will also have the power to prevent or cause a change in control. Without the consent of SEEK, we may be prevented from entering into transactions that could be beneficial to us. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholders may differ from the interests of our other shareholders. The concentration in ownership of our ordinary shares may cause a material decline in the value of our ADSs.

Our post-offering articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including ordinary shares represented by our ADSs, at a premium.

Our post-offering articles of association, which will become effective immediately prior to the completion of this offering, contain provisions that limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares. These preferred shares may have better voting rights than our ordinary shares, in the form of ADSs or otherwise, and could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting rights of the holders of our ordinary shares and ADSs may be diluted.

Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise those rights.

Holders of ADSs do not have the same rights as our shareholders and may only exercise the voting rights with respect to the underlying Class A ordinary shares in accordance with the provisions of the deposit agreement. Under our post-offering memorandum and articles of association, the minimum notice period required to convene a general meeting is 14 days. To allow ADS holders to act through the depositary to exercise their rights, we typically provide day’s notice. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your Class A ordinary shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote, where such failure or other actions result from reasons beyond their control. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders’ meeting unless you withdraw your ordinary shares by canceling your ADSs.

You may not receive distributions on our ordinary shares or any value for them if such distribution is illegal or if any required government approval cannot be obtained in order to make such distribution available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful, inequitable or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or

impractical for us to make them available to you. These restrictions may cause a material decline in the value of our ADSs.

We do not expect to pay dividends in the foreseeable future and you may have to rely on price appreciation of our ADSs for any return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source of future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

You may be subject to limitations on transfers of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Also, under the deposit agreement, the depositary will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act, or exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

We may be classified as a passive foreign investment company for United States federal income tax purposes, which could result in adverse United States federal income tax consequences to United States investors in the ADSs or ordinary shares.

attributable to assets that produce or are held for the production of passive income. Based on our current income and assets and projections as to the value of our ordinary shares and ADSs following this offering, we do not expect to be classified as a PFIC for the current taxable year or in the foreseeable future. While we do not anticipate being a PFIC, changes in the composition of our income or assets or the value of our assets may cause us to become a PFIC for the current or any subsequent taxable year.

Although the law in this regard is not entirely clear, we treat our consolidated affiliated entities as being owned by us for United States federal income tax purposes, because we control their management decisions and we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we consolidate their results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we are not the owner of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC for the current and any subsequent taxable years. Because of the uncertainties in the application of the relevant rules and because PFIC status is a factual determination made annually after the close of each taxable year on the basis of the composition of our income and the value of our active versus passive assets, there can be no assurance that we will not be a PFIC for the current or any future taxable year. The overall level of our passive assets may also be affected by how, and how quickly, we spend our liquid assets and the cash raised in this offering. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive income or where, and if, we determine not to deploy significant amounts of cash for active purposes, our risk of being classified as a PFIC may substantially increase.

If we were to be or become a PFIC, a U.S. Holder (as defined in “Taxation—Material United States Federal Income Tax Considerations—General”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares to the extent such gain or distribution is treated as an “excess distribution” under United States federal income tax rules. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding and disposing of ADSs or ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election or “deemed sale” election and the unavailability of the election to treat us as a qualified electing fund. For more information, see “Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.”

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than that under U.S. law, you may have less protection for your shareholder rights than you would under U.S. law.

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Cayman Islands Companies Law (as amended) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities

laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands court) in the context of a reorganization plan approved by a New York bankruptcy court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme court authority (which is highly persuasive but not binding on the Cayman Islands court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the courts’ discretion. Those cases have now been considered by the Cayman Islands court. The Cayman Islands court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. Our Cayman Islands legal counsel understands that the Cayman Islands court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. public company.

We have also been advised by our Cayman Islands legal counsel that, under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there is a risk that the register does not reflect the correct legal positions of the members (shareholders) because there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, Cayman Islands courts have the power to order that the register of members maintained by a company should be rectified where they consider that the register of members is not accurate. As far as we are aware, such applications are rarely made in the Cayman Islands, but if this were to occur in respect of the ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us, our management or the experts named in this prospectus.

laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the United States. It may be difficult or impossible for you to bring an action against us in the Cayman Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state and it is uncertain whether such Cayman Islands or PRC courts would hear original actions brought in the Cayman Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state. See “Enforceability of Civil Liabilities.”

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and NYSE, impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.0 billion in revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an emerging growth company, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” All statements other than statements of historical facts are forward-looking statements. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements relating to:

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our goals and strategies;

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our future business development, results of operations and financial condition;

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the expected growth of the recruitment and career-related services industry in China;

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the expected growth in internet and mobile penetration in China;

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our expectations regarding demand for and market acceptance of our services;

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our expectations regarding the retention and strengthening of our relationships with key customers;

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our plans to enhance the user experience, infrastructure and service offerings;

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competition in our industry in China; and

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relevant government policies and regulations relating to our industry.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary—Our Challenges,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. Moreover, we operate in a continuously evolving environment. Additional risks and uncertainties that we have not considered or currently deem to be immaterial may adversely affect us. We cannot assess the impact of all risks on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The recruitment and human resources services industry in China may not grow at the rate projected by market data, or at all. The failure of our industry to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. In addition, the complex and changing nature of the broad macroeconomic factors discussed in this prospectus may result in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of

the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements. In addition, these industry publications and reports generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although we believe that the publications and reports are reliable, we have not independently verified the data.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$ per ADS (the mid-point of the range shown on the front cover page of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by US$ million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives in a listed company and obtain additional capital. We plan to use the net proceeds from this offering for our geographic expansion, product development, upgrade of our information technology system and website, and working capital and general corporate purposes, including strategic investments and potential acquisition opportunities. We may also use the net proceeds from this offering to repay part or all of our existing bank loans incurred for the repurchase of Series E preferred shares from Macquarie Zhaopin Holdings Limited with an aggregate outstanding principal amount of US$53 million and RMB24.9 million (US$4.1 million) as of the date of this prospectus, although we have not determined the exact amount of the proceeds that will be used for loan repayment. The interest rates of these loans range from approximately 1.48% per annum to 2.95% above three-month LIBOR per annum and the maturity dates of these facilities range from August 7, 2014 to March 11, 2016. For more information on our existing indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations.”

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. However, we will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that a certain portion or all of the net proceeds we receive from this offering are not immediately applied for the above purposes, we plan to invest the net proceeds in short-term interest-bearing debt instruments or bank deposits.

In using the proceeds of this offering, as an offshore holding company, we are permitted under the PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to our PRC affiliated entities only through loans, subject to satisfaction of applicable government registration and approval requirements. There are no costs associated with registering loans or capital contributions with relevant PRC authorities, other than nominal processing charges. Under PRC laws and regulations, the PRC governmental authorities are required to grant approvals and complete registrations or deny our application within 90 days for capital contributions, although the actual time taken may be longer due to administrative delay. PRC laws and regulations do not provide an explicit timeline for approvals or registrations of loans to PRC subsidiaries or affiliated entities. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. We are prohibited from converting registered capital in foreign exchange into Renminbi for the purpose of domestic equity investment, granting certain entrusted loans, repayment of inter-company loans, and repayment of bank loans which have been transferred to a third party. Our ability to transfer capital to our consolidated affiliated entities through our PRC subsidiaries, including our joint venture, may be significantly restricted, which may adversely affect the ability of our consolidated affiliated entities to expand their business operations. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans and direct investment by offshore holding companies to PRC entities may limit the use of the proceeds we receive from this offering for our expansion or operations.”

Our PRC subsidiaries can utilize the proceeds of this offering through shareholder loans or capital contributions after obtaining approval from, and completing registration with, the applicable PRC governmental authorities for approved purposes specified in the business licenses of our PRC subsidiaries. Therefore, our PRC subsidiaries can utilize the proceeds of this offering to conduct product development, upgrade information technology system and provide services to our PRC affiliated entities, and our joint venture can utilize the proceeds of this offering to carry out geographic expansion by establishing new branch offices, which are permitted under their respective business licenses. However, our PRC subsidiaries’ licenses do not specifically authorize equity investments. As a result, none of our PRC subsidiaries is allowed to use such funds to make any equity investment in the PRC by means of establishing new subsidiaries or acquiring an equity interest in other entities in China. This limitation could adversely affect the ability of our PRC subsidiaries to expand their business operations and may impact our planned use of proceeds. For example, we may not be able to use our proceeds for strategic investment or acquisition in China through our PRC subsidiaries. See “Risk Factors—Risks Related to Doing Business in China—Our PRC subsidiaries’ business licenses do not specifically authorize equity investments and, as a result, we are prohibited from using Renminbi converted from foreign currency denominated capital to establish new subsidiaries, increase the registered capital of our current subsidiaries or to invest in other companies in China.”

DIVIDEND POLICY

We declared dividends of US$24 million to our shareholders on March 7, 2014, approximately US$23.9 million of which was paid on April 14, 2014 with the remainder in process of payment as of the date of this prospectus. We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has complete discretion over whether to declare dividends, subject to applicable law. Even if our board of directors decides to declare dividends, their form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual and statutory restrictions and other factors that the board of directors may deem relevant.

Holders of our ADSs will be entitled to receive dividends, if any, subject to the terms of the deposit agreement, to the same extent as the holders of our ordinary shares. Cash dividends will be paid to the depositary of our ADSs in U.S. dollars, which will distribute them to the holders of ADSs according to the terms of the deposit agreement. Other distributions, if any, will be paid by the depositary to the holders of ADSs in any means it deems legal, fair and practical. See “Description of American Depositary Shares.”

We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries and consolidated affiliated entities in China for our cash needs. To pay dividends to us, our subsidiaries in China need to comply with the current PRC regulations. See “Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could limit our ability to pay dividends to holders of our ADSs and ordinary shares.”

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2013:

•

on an actual basis;

•

on a pro forma basis to reflect the automatic conversion of all of our outstanding preferred shares into an aggregate of ordinary shares and acceleration of a long-term bank loan maturity immediately upon completion of this offering; and

•

on a pro forma as adjusted basis to reflect (1) the automatic conversion of all of our outstanding preferred shares into an aggregate of ordinary shares immediately upon completion of this offering and (2) the sale of ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$ per share, the midpoint of the estimated range of our initial public offering price, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	As of December 31, 2013
	Actual						Pro forma						Pro forma as adjusted
	RMB			US$			RMB			US$			RMB	US$
	(in thousands)
Mezzanine equity
Series B convertible preferred shares (US$0.01 par value; 4,013,203 shares authorized, 257,166 shares issued and outstanding as of December 31, 2013; aggregated liquidation value of US$126 as of December 31, 2013, and none outstanding on a pro forma basis as of December 31, 2013 (unaudited))		1,045			173			—			—
Series C convertible preferred shares (US$0.01 par value; 15,722,878 shares authorized, 81,330 shares issued and outstanding as of December 31, 2013; aggregated liquidation value of US$42 and as of December 31, 2013, and none outstanding on a pro forma basis as of December 31, 2013 (unaudited))		344			57			—			—
Total mezzanine equity		1,389			230			—			—

Shareholders’ (deficit)/equity
Ordinary shares (US$0.01 par value; 159,051,299 shares authorized; 84,926,542 shares issued and outstanding as of December 31, 2013; 85,265,038 shares outstanding on a pro forma basis as of December 31, 2013 (unaudited))		5,879			971			5,899			975
Additional paid-in capital⁽¹⁾		840,060			138,768			841,429			138,994
Statutory reserves		9,781			1,616			9,781			1,616
Accumulated other comprehensive loss		(414	)		(68	)		(414	)		(68	)
Accumulated deficits		(685,214	)		(113,189	)		(685,214	)		(113,189	)
Total shareholders’ (deficit)/equity		170,092			28,098			171,481			28,328

Total capitalization		171,481			28,328			171,481			28,328

⁽¹⁾	A US$1.00 increase (decrease) in the assumed initial public offering price of US$ would increase (decrease) each of additional paid-in capital, total shareholders equity and total capitalization by US$ .

DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the conversion of our preferred shares and the fact that the initial public offering price per ADS is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2013 was approximately US$ million, or US$ per ordinary share and US$ per ADS as of that date. Net tangible book value represents the amount of our total consolidated assets less the amount of our intangible assets, the amount of our total consolidated liabilities and preferred shares. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the conversion of all outstanding preferred shares into ordinary shares upon the completion of this offering and the additional proceeds we will receive from this offering, from the assumed initial public offering price per ADS, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus adjusted to reflect the ADS-to-ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2013, other than to give effect to the conversion of all outstanding preferred shares into ordinary shares upon the completion of this offering and our sale of the ADSs offered in this offering at the initial public offering price US$ per ADS after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of December 31, 2013 would have been US$ million, or US$ per outstanding ordinary share and US$ per ADS. This represents an immediate increase in net tangible book value of US$ per ordinary share and US$ per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$ per ordinary share and US$ per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:


	Per Ordinary Share	Per ADS
Assumed initial public offering price	US$	US$
Net tangible book value per share as of	US$	US$
Increase in the net tangible book value per share giving the effect to the conversion of our preferred shares	US$	US$
Pro forma net tangible book value per share after giving effect to the conversion of our preferred shares	US$	US$
Increase in the pro forma net tangible book value per share attributable to the price paid by new investors	US$	US$
Pro forma net tangible book value per share after giving effect to the conversion of our preferred shares and this offering	US$	US$
Dilution in net tangible book value per share to new investors in the offering	US$	US$

The following table summarizes, on a pro forma basis as of December 31, 2013, the differences between existing shareholders, including holders of our preferred shares that will be automatically converted into ordinary shares immediately prior to the completion of this offering, and the new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share/ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

Ordinary Shares
Purchased

Total Consideration

Average Price
per Ordinary
Share

Average
Price per
ADS

Number

Percent

Amount

Percent

(US$ in thousands, except number of shares and percentages)

Existing shareholders

US$

New investors

US$

Total

100.0

US$

100.0

A US$1.00 change in the assumed public offering price of US$ per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease total consideration paid by new investors, total consideration paid by all shareholders, average price per ordinary share and average price per ADS paid by all shareholders by US$ , US$ , US$ and US$ , respectively, assuming the sale of ADSs at US$ , the midpoint of the range set forth on the cover page of this prospectus and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The dilution to new investors will be US$ per ordinary share and US$ per ADS, if the underwriters exercise in full their option to purchase additional ADSs.

The discussion and tables above also assume no exercise of any outstanding stock options. As of the date of this prospectus, there were ordinary shares issuable upon exercise of outstanding stock options at a weighted average exercise price of US$ per share, and there were Class A ordinary shares available for future issuance upon the exercise of future grants under our stock option plans. To the extent that any of these options are exercised, there will be further dilution to new investors.

EXCHANGE RATE INFORMATION

Our reporting currency is the Renminbi because our business is primarily conducted in China and substantially all of our revenues are denominated in Renminbi. This prospectus contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of Renminbi into U.S. dollars in this prospectus is based on the rate certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB6.0537 to US$1.00, the rate in effect as of December 31, 2013. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, the rates stated herein, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign currencies and through restrictions on international trade. On April 25, 2014, the certified exchange rate was RMB6.2534 to US$1.00.

The following table sets forth information concerning exchange rates between RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.


	Exchange Rate
Period	Period End		Average⁽¹⁾		Low		High
	(RMB per US$1.00)
2009		6.8259		6.8295		6.8470		6.8176
2010		6.6000		6.7603		6.8330		6.6000
2011		6.2939		6.4475		6.6364		6.2939
2012		6.2301		6.2990		6.3879		6.2221
2013		6.0537		6.1412		6.2438		6.0537
2013
July		6.1284		6.1343		6.1408		6.1284
August		6.1193		6.1213		6.1302		6.1123
September		6.1200		6.1198		6.1213		6.1178
October		6.0943		6.1032		6.1209		6.0815
November		6.0922		6.0929		6.0993		6.0903
December		6.0537		6.0738		6.0927		6.0537
2014
January		6.0590		6.0509		6.0600		6.0402
February		6.1448		6.0816		6.1448		6.0591
March		6.2164		6.1729		6.2273		6.1183
April (through April 25, 2014)		6.2534		6.2196		6.2534		6.1966

Source: Federal Reserve Statistical Release

⁽¹⁾	Annual averages were calculated by using the average of the exchange rates on the last day of each month during the relevant year. Monthly averages are calculated by using the average of the daily rates during the relevant month.

ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated in the Cayman Islands in order to enjoy certain benefits, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include a less developed body of Cayman Islands securities laws that provide significantly less protection to investors as compared to the laws of the United States, and the potential lack of standing by Cayman Islands companies to sue before the federal courts of the United States.

Our organizational documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in China, and substantially all of our assets are located in China. A majority of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4^th Floor, New York, New York 10017, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Commerce & Finance Law Offices, our PRC legal counsel, has advised us that there is uncertainty as to whether the courts of China would:

•

recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

•

entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our PRC legal counsel, Commerce & Finance Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

Maples and Calder, our counsel as to Cayman Islands law, has advised that there is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in the circumstances described below, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. While there is no binding authority on this point, this is likely to include, in certain circumstances, a non-penal judgment of a United States court imposing a monetary award based on the civil liability provisions of the U.S. federal securities laws.

underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. The Grand Court of the Cayman Islands may stay proceedings if concurrent proceedings are being brought elsewhere. Neither the United States nor the PRC has a treaty with the Cayman Islands providing for reciprocal recognition and enforcement of judgments of courts of the United States or the PRC respectively in civil and commercial matters.

OUR CORPORATE HISTORY AND STRUCTURE

We are a holding company incorporated in the Cayman Islands and we operate our business in China through our wholly-owned subsidiaries, consolidated affiliated entities and our joint venture. Our recruitment services involve different aspects of the PRC laws, including human resources, internet information provision, and advertising. PRC laws and regulations currently limit foreign ownership of companies that provide value-added telecommunications services, advertising services and human resources related services. To comply with these restrictions while maintaining our equity ownership to the extent practical, we conduct our business in China through: (i) our wholly-owned PRC subsidiaries; (ii) our consolidated affiliated entities; and (iii) our joint venture, Beijing Wangpin, of which we hold a 90% equity interest and one of our consolidated affiliated entities holds the remaining 10% of the equity interest. For the fiscal years ended June 30, 2012 and 2013, we derived 11.7% and 10.6% of our total revenues from our wholly-owned subsidiaries, 18.8% and 11.2% from our consolidated affiliated entities through contractual arrangements, and 69.5% and 78.2% of our total revenues from our joint venture, respectively. As of the date of this prospectus, we conduct the majority of our human resources business through the branch offices of our joint venture, instead of relying on contractual arrangements with our consolidated affiliated entities.

The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and our joint venture as of the date of this prospectus:

LOGO

The diagram above does not include our four inactive subsidiaries and our 13 inactive variable interest entities.

*	Wholly foreign owned enterprise.

**	Variable interest entity. Zhilian Sanke is our website operator and holds an internet content provider license necessary to conduct our internet related operations in China.

***	Beijing Wangpin holds the human resources service license necessary to conduct our human resources related business in China. Beijing Wangpin is our joint venture company.

†

Consists of Business Operations Agreements, Equity Interest Pledge Agreements, Power of Attorney, Exclusive Technical and Consulting Services Agreements, Exclusive Equity Option Agreements and Loan Agreements. For details on the contractual arrangements, see “Contractual Arrangements with Our Consolidated Affiliated Entities.”

⁽¹⁾	Mr. Yuanwei Xie and Mr. Xin Wang are both nominee shareholders of our consolidated affiliated entities and employees of SEEK Limited, which is the parent company of SEEK International Investments Pty Ltd., our largest shareholder as of the date of this prospectus.

⁽²⁾	Mr. Hao Liu is a director of our company.

Our Wholly-Owned Subsidiaries

We have two principal wholly-owned subsidiaries in China, Zhilian Wangpin (Beijing) Technology Co., Ltd. and Zhilian Yipin (Beijing) Technology Co., Ltd. To the extent permissible under the PRC law, we provide services through our wholly-owned subsidiaries and our joint venture. The business scope set forth in the business license of Zhilian Wangpin includes research and development of internet technology and computer software; technology consulting, technical services and technology transfer, computer technology training; and sale of self-manufactured products. The business scope set forth in the license of Zhilian Yipin includes research and development of internet technology, computer software; production of computer software; technology consulting, technical services, technology transfer; computer technology training and sale of self-manufactured products.

Our Joint Venture

We conduct our human resources related operations in China primarily through our joint venture, Beijing Wangpin. Beijing Wangpin is a Sino-foreign equity joint venture that is 90% owned by Zhaopin Limited and 10% owned by Zhilian Sanke. In accordance with the joint venture agreement between Zhaopin Limited and Zhilian Sanke, Zhaopin Limited and Zhilian Sanke have each contributed 90% and 10% respectively toward Beijing Wangpin’s total registered capital of US$300,000. No further contributions are required under the joint venture agreement or applicable law. Under the joint venture agreement, Zhaopin Limited and Zhilian Sanke share Beijing Wangpin’s profits and losses in proportion to their respective equity interest in Beijing Wangpin. Through contractual arrangements with Zhilian Sanke and its shareholders, we exercise effective control over, and receive substantially all the economic benefits from, Zhilian Sanke and therefore consolidate Zhilian Sanke’s results of operations, financial position and cash flows. As we directly own 90% of the equity interest of Beijing Wangpin and indirectly control the remaining 10% through Zhilian Sanke, we account for Beijing Wangpin as a consolidated subsidiary in our consolidated financial statements. For details on the contractual arrangements, see “—Contractual Arrangements with Our Consolidated Affiliated Entities.” Beijing Wangpin holds a human resources service license. To the extent permissible under applicable rules and regulations, we intend to conduct our human resources business through the branch offices of Beijing Wangpin instead of relying on contractual arrangements with our consolidated affiliated entities.

The joint venture agreement also provides that Zhaopin Limited may designate three of the five members on Beijing Wangpin’s board of directors, including the chairman of the board, who will also serve as Beijing Wangpin’s legal representative. Zhilian Sanke may designate two members to the board and all matters approved by the board must be approved by at least one director designated by Zhilian Sanke. As we control Zhilian Sanke through contractual arrangements, we therefore have the right to control the joint venture. Both under the joint venture agreement and in practice, Beijing Wangpin’s general manager, who is responsible for the day-to-day management of Beijing Wangpin’s operations, is appointed by unanimous board approval and may be removed at any time for cause by a board resolution and therefore can only be appointed or removed with the approval of at least one director designated by Zhilian Sanke. Beijing Wangpin’s chop is held by our chief executive officer. Pursuant to the joint venture agreement and applicable PRC laws, Zhaopin Limited and Zhilian Sanke each has a right of first refusal when the other party intends to transfer all or part of its equity interest in Beijing Wangpin,

and the transfer price for a transfer to any third party may not be lower than the transfer price for a transfer offered to the other joint venture party. The party intending to transfer its equity interest needs to also obtain prior approval from the other party and the relevant governmental authorities. The joint venture agreement further provides that any dispute arising under the joint venture agreement will be resolved by final and binding arbitration at the China International Economic and Trade Arbitration Commission. As of the date of this prospectus, we have not had any disputes related to our joint venture.

Under the currently effective PRC laws and regulations, foreign ownership in entities that provide human resources related services may not exceed 49%, unless the foreign shareholder is incorporated in Hong Kong or Macau, in which case no restriction is imposed. In addition, foreign investors in human resource service providers are required to have more than three years of experience in human resources business outside of China. Because Zhaopin Limited is incorporated under the laws of the Cayman Islands, our ownership in entities that provide human resources related services would have been subject to the 49% ownership and three-year experience restrictions except for the reasons described below. Such restrictions were not adopted until 2003 when the PRC government promulgated the Interim Regulations on the Administration of China-foreign Equity Joint Venture as Human Resource Agencies. We have been advised by Commerce & Finance Law Offices, our PRC legal counsel, that we may continue to operate our human resources related services through Beijing Wangpin under the current equity structure because our joint venture was set up in 2000 when there was no percentage limitation for setting up a joint venture conducting human resources business and received its human resources service license prior to 2003. The current human resources service license is valid for three years and will not expire until March 31, 2016 and may be subsequently renewed with the relevant authorities.

Our Consolidated Affiliated Entities

We currently conduct internet related operations through our consolidated affiliated entities in China. Our principal consolidated affiliated entity is Zhilian Sanke, which is our website operator and holds the ICP license necessary to conduct our internet related operations in China.

Our wholly-owned PRC subsidiary, Zhilian Wangpin, has entered into a series of contractual arrangements with our consolidated affiliated entities and their respective shareholders, which enable us to:

•

exercise effective control over the business management and shareholders’ voting rights of our consolidated affiliated entities;

•

have an exclusive option to purchase all of the equity interests in each of our consolidated affiliated entities to the extent permitted under PRC laws, regulations and legal procedures.

We do not have any equity interest in our consolidated affiliated entities except for in Harbin Zhilian Wangcai Advertising Co., Ltd. However, as a result of contractual arrangements, we retain control over and are considered the primary beneficiary of each of our consolidated affiliated entities, and we have consolidated the financial results of these companies in our consolidated financial statements in accordance with generally accepted accounting principles of the United States, or U.S. GAAP. If our consolidated affiliated entities and their shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control over our consolidated affiliated entities and consequently, we may be unable to conduct our internet related operations because the ICP License and domain name are held by Zhilian Sanke and we may potentially lose control over Beijing Wangpin, our joint venture. Further, if we are unable to maintain effective control, we would not be able to continue to consolidate the financial results of our consolidated affiliated entities in our financial statements. For the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, we respectively derived 18.8%, 11.2% and 5.7% of our total revenues from our consolidated affiliated entities through contractual arrangements. Although we are able to consolidate the financial results of our consolidated affiliated entities, this does not mean that we are able to have unfettered access to the revenues and profits of our wholly-owned

subsidiaries and consolidated affiliated entities due to the significant PRC legal restrictions on the payment of dividends by PRC companies, foreign exchange control restrictions and the restrictions on foreign investment, among other things. In the fiscal year ended June 30, 2012, we received service fees of RMB2.5 million from our consolidated affiliated entities. The service fees that we received from our consolidated affiliated entities in the fiscal year ended June 30, 2013 and the six months ended December 31, 2013 were insignificant. For a detailed description of the regulatory environment that necessitates the adoption of our corporate structure, see “Regulation.” For a detailed description of the risks associated with our corporate structure, see “Risk Factors—Risks Related to Our Corporate Structure.”

Contractual Arrangements with Our Consolidated Affiliated Entities

The following is a summary of the material provisions of the agreements among our wholly owned PRC subsidiary, Zhilian Wangpin, our consolidated affiliated entities and the respective shareholders of our consolidated affiliated entities. For more complete information you should read these agreements in their entirety. Directions on how to obtain copies of these agreements are provided in this prospectus under “Where You Can Find Additional Information.”

Agreements that Provide Us Effective Control over Our Consolidated Affiliated Entities

Business Operations Agreements. Pursuant to the business operations agreement among Zhilian Wangpin, Zhilian Sanke and its shareholders, Zhilian Sanke and its shareholders must appoint the persons designated by Zhilian Wangpin to be its directors, and Zhilian Sanke must appoint the persons designated by Zhilian Wangpin to be its general manager, chief financial officer and any other senior officers. Zhilian Sanke and its shareholders agree to accept the proposals provided by Zhilian Wangpin, at any time, relating to employment, daily business and financial management of Zhilian Sanke. Without Zhilian Wangpin’s prior written consent, Zhilian Sanke shall not conduct any transaction which may materially affect its assets, obligations, rights or operations, including, but not limited to, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of its assets or intellectual property rights in favor of a third party, or transfer of any rights or obligations under this agreement to a third party. The term of this agreement is ten years and will be extended if Zhilian Wangpin provides a written notice requesting extension prior to the expiration date. Zhilian Wangpin may terminate the agreement at any time by providing advance written notice to Zhilian Sanke. Neither Zhilian Sanke nor any of its shareholders may terminate this agreement prior to the expiration date.

The business operations agreements among Zhilian Wangpin, other consolidated affiliated entities and their respective shareholders contain terms substantially similar to the business operations agreement described above.

Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreement among Zhilian Wangpin, Zhilian Sanke and its shareholders, the shareholders of Zhilian Sanke pledge all of their equity interest in Zhilian Sanke to Zhilian Wangpin to guarantee Zhilian Sanke and its shareholders’ performance of their obligations under, where applicable, the loan agreement, the exclusive technology consulting and service agreement, the business operations agreement and the exclusive equity option agreement. If Zhilian Sanke and/or any of its shareholders breach their contractual obligations under these agreements, Zhilian Wangpin, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. Without Zhilian Wangpin’s prior written consent, shareholders of Zhilian Sanke shall not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice Zhilian Wangpin’s interests. The equity interest pledge will expire two years after the date on which Zhilian Sanke and its shareholders have fully performed their obligations under the exclusive technology consulting and service agreement, the loan agreement, the exclusive equity option agreement and the business operations agreement.

The equity interest pledge agreements among Zhilian Wangpin, other consolidated affiliated entities and their respective shareholders contain terms substantially similar to the equity interest pledge agreement described above.

We have not yet registered the pledge of the equity interests in Zhilian Sanke and Shenyang Zhilian Wangpin Advertising Co., Ltd. with relevant local branches of SAIC. With respect to Zhilian Sanke, since we recently replaced its nominee shareholders, we will seek to register the equity pledges by its new nominee shareholders after the completion of the registration of the new shareholding structure with the SAIC. With respect to Shenyang Zhilian Wangpin Advertising Co., Ltd., the delay in registration of the equity pledges is because we need to spend more time to explain the business arrangements underlying the documents and to justify the needs for such registration with the relevant local authority in Shenyang City, Liaoning Province. In addition, the local authority requires that the nominee shareholders of Shenyang Zhilian be physically present at the local administration of industry and commerce to register the equity pledges. We are working with the local authority to resolve such issues. See “Risk Factors—Risks Related to Our Corporate Structure—Perfection of the pledges in our equity pledge agreements with our consolidated affiliated entities and their shareholders may be adversely affected if these equity pledges are not properly recorded. Two of our consolidated affiliated entities have not registered their equity pledges.”

Power of Attorney. Pursuant to the power of attorney contracts, each shareholder of Zhilian Sanke irrevocably appointed the person designated by Zhilian Wangpin as his/her attorney-in-fact to vote on his/her behalf on all matters of Zhilian Sanke requiring shareholder approval under PRC laws and regulations and Zhilian Sanke’s articles of association. The appointment of the person designated by Zhilian Wangpin as the attorney-in-fact is conditional upon such person’s employment with Zhilian Wangpin or its affiliates. Each power of attorney will remain in force for ten years and may be extended at the request of Zhilian Wangpin unless terminated earlier upon the occurrence of any of the following: (i) the person designated by Zhilian Wangpin terminates his or her employment with Zhilian Wangpin or its affiliates; (ii) Zhilian Wangpin issues a written notice to dismiss or replace the person designated by Zhilian Wangpin with another person; or (iii) the business operations agreement among Zhilian Wangpin, Zhilian Sanke and its shareholders terminates or expires.

Each of the shareholders of other consolidated affiliated entities have also executed an irrevocable power of attorney appointing the person designated by Zhilian Wangpin as their attorney-in-fact to vote on their behalf on all matters of the consolidated affiliated entities requiring shareholder approval, with terms substantially similar to the power of attorney executed by the shareholders of Zhilian Sanke described above.

Agreements that Transfer Economic Benefits to Us

Exclusive Technical and Consulting Services Agreements. Pursuant to the exclusive technical and consulting services agreement between Zhilian Wangpin and Zhilian Sanke, Zhilian Wangpin has the exclusive right to provide Zhilian Sanke with technical and consulting services relating to, among other things, server maintenance and related internet platform management service, development and upgrade of application software for servers and users, training of technical and business personnel, and other services agreed upon by the parties. Upon the written notice issued by Zhilian Wangpin, Zhilian Sanke shall pay service fees to Zhilian Wangpin calculated based upon the revenues and profits of Zhilian Sanke during the relevant period. Without Zhilian Wangpin’s prior written consent, Zhilian Sanke shall not engage any third party for any of the technical and consulting services provided under this agreement. In addition, Zhilian Wangpin exclusively owns all intellectual property rights resulting from the performance of all services under this agreement. The term of this agreement is ten years and will be extended upon the written notice made by Zhilian Wangpin for a period determined by Zhilian Wangpin. Zhilian Wangpin can terminate the agreement at any time by providing 30 days’ prior written notice. Zhilian Sanke is not permitted to terminate the agreement prior to the expiration date, unless due to Zhilian Wangpin’s gross negligence, fraud, unlawful conduct or bankruptcy.

The exclusive technical and consulting services agreements between Zhilian Wangpin and other consolidated affiliated entities contain terms substantially similar to the exclusive technical and consulting services agreement described above.

Agreements that Provide Us the Option to Purchase the Equity Interest in Our Consolidated Affiliated Entities

Exclusive Equity Option Agreements. Pursuant to the exclusive equity option agreement among Zhilian Wangpin, Zhilian Sanke and the shareholders of Zhilian Sanke, Zhilian Sanke’s shareholders have granted Zhilian Wangpin or its designees an exclusive option to purchase, to the extent permitted under PRC law, all or part of their equity interest in Zhilian Sanke in consideration for the loans extended to Zhilian Sanke’s shareholders under the loan agreement mentioned below. Pursuant to the agreement, Zhilian Wangpin has the option to acquire the equity interest at the lowest price then permitted by PRC law in consideration of the cancellation of all or part of the loans extended to Zhilian Sanke’s shareholders under the loan agreement. Zhilian Wangpin or its designated representatives have sole discretion to decide when to exercise such option, either in part or in full, although the transfer of equity ownership resulting from the exercise of the option is subject to governmental approval and taxation. See “Risk Factors—Risk Related to Our Corporate Structure—If we exercise the option to acquire equity ownership of our consolidated affiliates, the ownership transfer shall be approved or filed with PRC governmental authorities and subject to taxation, which may result in substantial costs.” Zhilian Wangpin or its designated representatives are entitled to exercise the option an unlimited number of times until all of the equity interests have been acquired, and can freely transfer the option to any third party. Without Zhilian Wangpin’s consent, Zhilian Sanke’s shareholders may not transfer, donate, pledge or otherwise dispose of their equity interest in Zhilian Sanke in any way. The term of this agreement is ten years and must be extended upon Zhilian Wangpin’s written notice prior to the expiration date. The exclusive equity option agreement remains in full force and effect during the term of the agreement and extended period unless Zhilian Wangpin gives advance written notice of termination to the shareholders of Zhilian Sanke or Zhilian Sanke files bankruptcy, is dissolved or is forced to be closed.

The equity option agreements among Zhilian Wangpin, other consolidated affiliated entities and their respective shareholders contain terms substantially similar to the exclusive equity option agreement described above.

Loan Agreements. Under the loan agreement between Zhilian Wangpin and the shareholders of Zhilian Sanke, Zhilian Wangpin extended interest-free loans with an amount of RMB1.0 million to the shareholders of Zhilian Sanke solely for the increase of capitalization of Zhilian Sanke. The loan can be repaid only with the proceeds from the sale of all of the equity interest in Zhilian Sanke to Zhilian Wangpin or its designated representatives upon the written request of Zhilian Wangpin. The term of the loan is ten years from the date of the execution of the loan agreement, and will be automatically extended for another one year for an unlimited number of times unless terminated by written notice from Zhilian Wangpin to the shareholders of Zhilian Sanke thirty days prior to the due date.

The loan agreements among Zhilian Wangpin and the shareholders of other consolidated affiliated entities contain terms substantially similar to the loan agreement described above, except that the aggregate amount of the loans extended to the shareholders of other consolidated affiliated entities was RMB6.9 million.

In the opinion of our PRC legal counsel, Commerce & Finance Law Offices, the ownership structure and the contractual arrangements among Zhilian Wangpin and our consolidated affiliated entities and their respective shareholders, comply with, and immediately after this offering, will comply with, current PRC laws and regulations.

including being prohibited from continuing operations. See “Risk Factors—Risks Related to Our Corporate Structure—If the PRC government determines that the agreements that establish the structure for operating our businesses in China are not in compliance with applicable PRC laws and regulations, we could be subject to severe penalties” and “Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

Our selected consolidated statements of operations data presented below for the fiscal years ended June 30, 2012 and 2013 and our selected balance sheet data as of June 30, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements are prepared in accordance with U.S. GAAP. Our selected consolidated statements of operations data presented below for the six months ended December 31, 2013 and our balance sheet data as of December 31, 2013 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus.

Our historical results do not necessarily indicate results expected for any future periods.


	For the fiscal year ended June 30,									For the six months ended December 31,
	2012			2013						2012			2013
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except number of shares and per share data)
										(unaudited)			(unaudited)
Selected Consolidated Statements of Operations Data
Revenues:
Online recruitment services		692,779			749,842			123,865			378,651			397,979			65,741
Campus recruitment services		58,771			67,307			11,118			31,914			52,112			8,608
Assessment services		16,956			32,740			5,408			14,362			24,299			4,014
Other human resources related services		53,026			39,731			6,564			20,632			26,627			4,398

Total revenues		821,532			889,620			146,955			445,559			501,017			82,761
Less: Business tax and surcharges		(48,636	)		(41,793	)		(6,904	)		(24,549	)		(11,792	)		(1,948	)

Net revenues		772,896			847,827			140,051			421,010			489,225			80,813
Cost of services⁽¹⁾		(60,534	)		(67,531	)		(11,155	)		(33,001	)		(47,597	)		(7,862	)

Gross profit		712,362			780,296			128,896			388,009			441,628			72,951

Operating expenses:
Sales and marketing expenses⁽¹⁾		(374,511	)		(399,850	)		(66,051	)		(199,514	)		(228,649	)		(37,770	)
General and administrative expenses⁽¹⁾		(152,784	)		(171,538	)		(28,336	)		(82,708	)		(105,325	)		(17,398	)

Total operating expenses		(527,295	)		(571,388	)		(94,387	)		(282,222	)		(333,974	)		(55,168	)

Income from operations		185,067			208,908			34,509			105,787			107,654			17,783
Other (expenses)/income:
Foreign currency exchange loss		(32	)		(28	)		(5	)		(7	)		(16	)		(3	)
Interest income, net		15,257			14,672			2,424			9,569			4,385			724
Other income, net		668			2,755			455			2,799			999			165

Income before income tax expenses		200,960			226,307			37,383			118,148			113,022			18,669
Income tax expenses		(30,243	)		(70,393	)		(11,628	)		(23,294	)		(24,911	)		(4,115	)

Net income		170,717			155,914			25,755			94,854			88,111			14,554
Less: Deemed dividend to a preferred shareholder		—			(265,032	)		(43,780	)		—			—			—
Income allocated to participating preferred shareholders		(166,764	)		—			—			(92,108	)		(368	)		(61	)

Net income/(loss) attributable to ordinary shareholders		3,953			(109,118	)		(18,025	)		2,746			87,743			14,493

Net income/(loss) per share:
—Basic		1.95			(20.51	)		(3.39	)		1.08			1.09			0.18
—Diluted		1.68			(20.51	)		(3.39	)		0.93			0.94			0.16
Weighted average number of shares used in computing net income/(loss) per share:
—Basic		2,027,680			5,319,527			5,319,527			2,549,903			80,673,031			80,673,031
—Diluted		101,331,125			5,319,527			5,319,527			102,524,761			93,717,467			93,717,467

⁽¹⁾	Including share-based compensation expenses as set forth below:


	For the fiscal year ended June 30,						For the six months ended December 31,
	2012		2013				2012		2013
	RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
							(unaudited)		(unaudited)
Allocation of share-based compensation expense:
Cost of services		345		239		39		149		62		10
Sales and marketing expenses		1,664		1,555		257		976		409		68
General and administrative expenses		6,243		3,911		646		2,232		13,165		2,175

The following table presents our selected consolidated balance sheet data as of June 30, 2012 and 2013.


	As of June 30,											As of December 31,
	2012			2013				2013				2013				2013
				Actual				Pro forma⁽¹⁾				Actual				Pro forma⁽¹⁾
	RMB			RMB		US$		RMB		US$		RMB		US$		RMB		US$
	(in thousands)
												(unaudited)				(unaudited)
Selected Consolidated Balance Sheet Data:
Cash		617,840			368,946		60,946		368,946		60,946		568,417		93,896		568,417		93,896
Restricted cash		—			10,757		1,777		10,757		1,777		10,754		1,776		10,754		1,776
Time deposits and restricted time deposits		—			332,340		54,899		332,340		54,899		486,690		80,395		486,690		80,395
Total current assets		704,207			794,346		131,217		794,346		131,217		1,187,295		196,126		1,187,295		196,126
Property and equipment, net		26,905			30,939		5,111		30,939		5,111		32,471		5,364		32,471		5,364
Total assets		733,074			1,021,260		168,700		1,021,260		168,700		1,224,450		202,264		1,224,450		202,264
Deferred revenues		330,039			368,250		60,831		368,250		60,831		406,503		67,150		406,503		67,150
Total liabilities		448,094			986,124		162,896		986,124		162,896		1,052,969		173,936		1,052,969		173,936
Total mezzanine equity		957,803			1,389		230		—		—		1,389		230		—		—
Total shareholders’ (deficit)/equity		(672,823	)		33,747		5,574		35,136		5,804		170,092		28,098		171,481		28,328
Ordinary shares⁽²⁾		168			5,480		905		5,501		909		5,879		971		5,899		975

⁽¹⁾	Reflects the automatic conversion of all of our preferred shares into ordinary shares and acceleration of a long-term loan maturity upon the closing of this offering.

⁽²⁾	159,051,299 shares authorized; 2,027,680, 78,438,133 and 84,926,542 shares issued and outstanding as of June 30, 2012 and 2013 and December 31, 2013, respectively; 78,776,629 and 85,265,038 shares outstanding on a pro forma basis as of June 30, 2013 and December 31, 2013.


	For the fiscal year ended June 30,				For the six months ended December 31,
	2012		2013		2012		2013
Number of unique customers⁽¹⁾		222,449		249,533		176,782		226,195
Number of job postings⁽²⁾ (in thousands)		7,618		10,512		4,609		7,205

	As of June 30,				As of December 31,
	2012		2013		2012		2013
Number of registered users⁽³⁾ (in thousands)		56,554		68,378		62,388		74,058
Number of completed resumes⁽⁴⁾ (in thousands)		41,252		50,119		45,480		54,426

⁽¹⁾	A “unique customer” refers to a customer that purchases our online recruitment or other services during a specified period. We make adjustments for multiple purchases by the same customer to avoid double counting. Each customer is assigned a unique identification

number in our information management system. Affiliates and branches of a given customer may, under certain circumstances, be counted as separate unique customers.

⁽²⁾

⁽³⁾	“Number of registered users” refers to the number of users who have completed the registration process on our website as of a specified date.

⁽⁴⁾	A “completed resume” refers to a resume that is available as of a specified date and contains all of the information that we require a user to provide before we make the resume available to our customers, such as educational background, work history, qualifications and contact information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial and Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading career platform in China, focusing on connecting users with relevant job opportunities throughout their career lifecycle. Our zhaopin.com website is the most popular career-focused website in China as measured by average daily unique visitors in each month of 2013, according to the iResearch Public Data. We are the second largest online recruitment services provider as measured by revenues in 2013, according to the iResearch Public Data.

We provide a broad range of services, including online recruitment, campus recruitment, assessment and other human resources related services. Through our zhaopin.com website, we provide classified job postings and display advertisements, resume access services and other online recruitment and career-related services. We provide our campus recruitment services primarily to customers seeking to recruit college and university students. These services include selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with candidates. We provide online and offline assessment services to assist customers in evaluating capabilities and dispositions of their job candidates and existing employees. Our other human resources related services mainly include executive search.

We primarily focus on providing online recruitment services, which are highly scalable and have higher gross margin than our offline recruitment services. Revenues from our online recruitment services accounted for 84.3% of our total revenues in both fiscal years ended June 30, 2012 and 2013 and 79.4% of our total revenues the six months ended December 31, 2013. We have a diverse customer base that includes multinational corporations, small and medium-sized private businesses, state-owned enterprises, government agencies and educational institutions.

We have experienced significant growth, mainly driven by the growth of our online recruitment services. Our total revenues increased by 8.3% from RMB821.5 million in the fiscal year ended June 30, 2012 to RMB889.6 million (US$147.0 million) in the fiscal year ended June 30, 2013. Our total revenues were RMB501.0 million (US$82.8 million) for the six months ended December 31, 2013, representing a 12.4% increase from RMB445.6 million for the same period in 2012. We recorded net income of RMB155.9 million (US$25.8 million) in the fiscal year ended June 30, 2013, RMB170.7 million in the fiscal year ended June 30, 2012 and RMB88.1 million (US$14.6 million) in the six months ended December 31, 2013. The net income amounts include the impact of non-cash charges associated with share-based compensation expenses in an aggregate amount of RMB8.3 million in the fiscal year ended June 30, 2012, RMB5.7 million (US$0.9 million) in the fiscal year ended June 30, 2013 and RMB13.6 million (US$2.3 million) in the six months ended December 31, 2013.

Key Performance Indicators

We utilize a set of operating and financial performance indicators that are frequently reviewed by our senior management. This facilitates timely evaluation of the performance of our business and the effectiveness of our strategies, allowing our business to react promptly to changing demands of users and customers and evolving market conditions. As we believe is the case with many online businesses, however, there are inherent challenges with respect to gathering and assessing the data underlying our performance indicators. See “Risk Factors—Risks Related to Our Business and Industry—If our key performance indicators are inaccurate, our ability to form appropriate corporate growth strategies may be impaired and our business, results of operations and prospects may be materially and adversely affected.”

Key Operating Performance Indicators

We use the following key operating performance indicators to assess our overall market penetration for online recruitment services, which comprise the majority of our revenues, and to measure the performance of our platform in creating a robust marketplace that attracts customers and users: the number of unique customers, the number of job postings on our website, the average daily unique visitors to our website, the number of registered users and the number of completed resumes in our database.

The following tables set forth our key operating performance indicators as of the dates or for each period indicated:


	For the fiscal year ended June 30,				For the six months ended December 31,
	2012		2013		2012		2013
Number of unique customers		222,449		249,533		176,782		226,195
Number of job postings (in thousands)		7,618		10,512		4,609		7,205

	As of June 30,				As of December 31,
	2012		2013		2012		2013
Number of registered users (in thousands)		56,554		68,378		62,388		74,058
Number of completed resumes (in thousands)		41,252		50,119		45,480		54,426

A “unique customer” refers to a customer that purchases our online recruitment or other services during a specified period. The “number of job postings” refers to the number of job postings newly placed by customers on our website during a specified period. In a job posting placed on our website, customers may post more than one job opening or position. A larger customer base and greater number of job postings on our website enhance our ability to attract and retain users to use our website.

The “number of registered users” and the “number of completed resumes” measure our ability to attract users to register on our website as members and submit resumes for job applications, respectively. An increasing number of registered users and resumes will increase opportunities for customers using our platform to identify and recruit talent.

Our revenues are driven in part by the number of unique customers who purchase our services and more specifically, based on the number of job postings and display advertisements they place on our platform and the number of completed resumes they download from our database. Although we do not directly generate revenues from job-seekers for using our services, our large and increasing number of registered users and the number of average daily unique visitors are key indicators of the scale of our platform, which enable us to encourage our existing customers to purchase more services and to attract new customers. The size and growth of our customer base and job postings, the number of users that use our online platform and the number of resumes generated by our users increase the value we deliver to all participants in our marketplace. We believe that we have reached a critical scale that allows us to benefit from these network effects, and that the breadth and depth of our network is difficult to replicate, which creates barriers to entry for potential competitors.

The increases in the number of unique customers, number of job postings, number of completed resumes and number of registered users indicate the growth of our online recruitment services. The growth of our online recruitment services is driven by an overall expansion of the online recruitment market in China, our ability to retain customers and cross-sell and up-sell our services, and our efforts to attract new customers and users. This includes our continual improvement of our website and platform to enhance users’ experience, the effects of our marketing and brand promotion efforts and expansion into new geographic markets and targeted industry verticals.

Key Financial Performance Indicators

Our key financial performance indicators, which consist of our revenues, our cost of services and our operating expenses, are discussed in the following paragraphs.

Revenues

Our revenues are significantly affected by the growth and development of the Chinese economy, the recruitment services market in general, and our market position in the competitive landscape. China’s strong economic growth and structural transformations to service-based economy have resulted in an expansion of labor markets, increasing job opportunities and growing demand for educated and skilled workers. This has elevated the importance of identifying and attracting qualified employees in China and increased demand for our recruitment services. Our future revenue growth will depend significantly upon our ability to gain or maintain market share to capitalize on China’s continued economic growth.

The following table sets forth our revenues derived from each of our service lines, both in absolute amount and as a percentage of total revenues for the periods presented.


	Years ended June 30,															Six months ended December 31,
	2012						2013									2012						2013
	RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except percentages)
																(unaudited)						(unaudited)
Revenues:
Online recruitment services		692,779			84.3	%		749,842			123,865			84.3	%		378,651			85.0	%		397,979			65,741			79.4	%
Campus recruitment services		58,771			7.2	%		67,307			11,118			7.6	%		31,914			7.2	%		52,112			8,608			10.4	%
Assessment services		16,956			2.1	%		32,740			5,408			3.7	%		14,362			3.2	%		24,299			4,014			4.9	%
Other human resources related services		53,026			6.4	%		39,731			6,564			4.4	%		20,632			4.6	%		26,627			4,398			5.3	%
Total revenues		821,532			100.0	%		889,620			146,955			100.0	%		445,559			100.0	%		501,017			82,761			100.0	%
Less: Business tax and surcharges		(48,636	)		(5.9	)%		(41,793	)		(6,904	)		(4.7	)%		(24,549	)		(5.5	)%		(11,792	)		(1,948	)		(2.4	)%
Net revenues		772,896			94.1	%		847,827			140,051			95.3	%		421,010			94.5	%		489,225			80,813			97.6	%

Online Recruitment Services Revenues

Revenues from our online recruitment services were RMB692.8 million, RMB749.8 million (US$123.9 million) and RMB398.0 million (US$65.7 million) for the fiscal year ended June 30, 2012 and 2013 and the six months ended December 31, 2013, respectively, accounting for 84.3% of our total revenues in both fiscal years ended June 30, 2012 and 2013 and 79.4% of our total revenues in the six months ended December 31,2013. Our online recruitment services revenues, including those generated from classified job postings and display advertisements, resume access services and other online services, are primarily driven by the number of unique customers, the volume and the mix of services that customers purchase from us and the price we charge for our services.

The key growth driver of our online recruitment services revenues in our historical periods has primarily been the growth in the number of customers using these services. The number of unique customers that used our online recruitment service increased from 222,449 for the fiscal year ended June 30, 2012 to 249,533 for the

fiscal year ended June 30, 2013 and to 226,195 in the six months ended December 31, 2013. Because new customers tend to initially select lower-priced services, increases in the number of new customers generally result in higher aggregate online recruitment services revenues but lower average revenue per unique customer. We set the prices for our services based on the length of contracts, the number of job postings our customers place on our website, the size and location of display advertisements and the number of resumes our customers can access. The prices charged are generally affected by our ability to provide valuable services, locate suitable candidates and the prices charged by our competitors for comparable services within the same city or geographic area.

Our online recruitment services revenues have continued to grow, primarily because of (i) the growing acceptance of the internet as a recruitment and job-search channel in China; (ii) the advantages offered by online recruitment services that better address the evolving and increasingly sophisticated needs of both job seekers and employers; and (iii) our ability to attract and retain users and customers using our online recruitment services. Our contract terms typically require customers to pay us the full price of all services purchased within five days of entering into a contract for online recruitment services, although we may offer certain credit terms to selected customers on a case-by-case basis.

We expect that revenues from our online recruitment services will continue to contribute a substantial majority of our total revenues in the foreseeable future.

Campus Recruitment Services Revenues

Revenues from our campus recruitment services were RMB58.8 million, RMB67.3 million (US$11.1 million) and RMB52.1 million (US$8.6 million) for the fiscal year ended June 30, 2012 and 2013 and the six months ended December 31, 2013, respectively, accounting for 7.2%, 7.6% and 10.4% of our total revenues in the respective periods. The growth of our campus recruitment services revenues was driven primarily by the number of on-site campus recruiting events we organized and completed for our customers and the average selling price for our services.

Our campus recruitment services revenues are generated through fees we charge customers for services, such as planning campus recruitment activities to promote the image of our customers to students, conducting interviews with students and organizing other campus recruitment events. Our campus recruitment services are primarily customized to serve our major corporate customers as a component of the integrated solutions that we provide.

Assessment Services Revenues

Revenues from our assessment services were RMB17.0 million, RMB32.7 million (US$5.4 million) and RMB24.3 million (US$4.0 million) for the fiscal year ended June 30, 2012 and 2013 and the six months ended December 31, 2013, respectively, accounting for 2.1%, 3.7% and 4.9% of our total revenues in the respective periods. The significant growth of our assessment services revenues was driven primarily by an increase in demand for such services. Our assessment services revenues comprise of fees we charge to customers for using our online assessment platform or offline services, such as planning, organizing assessment events and summarizing assessment results. Our assessment services customers are primarily corporate employers, for whom we provide and administer assessment tests to assist them in evaluating the personality and capabilities of their job candidates and existing employees.

Other Human Resources Related Services Revenues

Our other human resources related services revenues were RMB53.0 million, RMB39.7 million (US$6.6 million) and RMB26.6 million (US$4.4 million) for the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, respectively, accounting for 6.4%, 4.4% and 5.3% of our total revenues in the respective periods.

Our other human resources related services revenues comprised revenues from our executive search and print advertising services. Our executive search revenues are generated through executive search fees we charge customers, who are typically corporate employers. We provide our executive search services under our “Alliance” brand through our full-time headhunting consultants located in three cities in China. Our print advertising services revenues are generated through fees charged to customers for newspaper advertisements.

The change in our other human resources related services revenues reflects our strategy to exit certain non-core and non-strategic service lines in order to focus on online recruitment and complementary services. Our other human resources related services revenues may decrease in the foreseeable future if we continue to exit certain non-core service lines.

Cost of Services

Our cost of services were RMB60.5 million, RMB67.5 million (US$11.2 million) and RMB47.6 million (US$7.9 million) for the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, respectively, constituting 7.8%, 8.0% and 9.7% of our net revenues for the respective periods. Our cost of services consists primarily of salary and other compensation expenses, campus recruitment subcontracting costs, data storage and bandwidth costs, print publishing and distribution expenses and other expenses. Although the amount of our cost of services increased from the fiscal year ended June 30, 2012 to the fiscal year ended June 30, 2013, cost of services as a percentage of our net revenues remained stable during the same period primarily because of the increasing revenue contribution from our online recruitment services, which have lower incremental costs than offline services, such as print advertisement and campus recruitment. Cost of services as a percentage of our net revenues increased during the six months ended December 31, 2013 from the same period a year ago, primarily because of the increased revenue contribution from our campus recruitment services which had higher incremental costs than our online recruitment services. We expect that the absolute amount of our cost of services will increase as our business grows, and that our cost of services as a percentage of our net revenues may remain stable or increase as revenue contribution from our offline services may increase, which is characterized by higher incremental costs, as compared with our online recruitment services.

Operating Expenses

Our operating expenses consist of sales and marketing expenses and general and administrative expenses. The following table sets forth the components of our operating expenses, both in absolute amount and as a percentage of total operating expenses for the periods indicated:


	Years ended June 30,												Six months ended December 31,
	2012					2013							2012					2013
	RMB		%			RMB		US$		%			RMB		%			RMB		US$		%
	(in thousands, except percentages)
													(unaudited)					(unaudited)
Operating Expenses:
Sales and marketing expenses		374,511		71.0	%		399,850		66,051		70.0	%		199,514		70.7	%		228,649		37,770		68.5	%
General and administrative expenses		152,784		29.0	%		171,538		28,336		30.0	%		82,708		29.3	%		105,325		17,398		31.5	%

Total operating expenses		527,295		100.0	%		571,388		94,387		100.0	%		282,222		100.0	%		333,974		55,168		100.0	%

Sales and Marketing Expenses

Our sales and marketing expenses were RMB374.5 million, RMB399.9 million (US$66.1 million) and RMB228.6 million (US$37.8 million) for 2012 and 2013 and the six months ended December 31, 2013, respectively, representing 48.5%, 47.2% and 46.7% of our net revenues in the respective periods. Our sales expenses consist primarily of salary and benefits, sale commissions, share-based compensation expenses, office rental expenses, travel expenses, business development expenses and other expenses related to sales operations. We rely on our field sales force to acquire customers in cities or regions where we operate and use our call center to reach out to customers in cities or in regions where we do not have an office.

Our marketing expenses consist primarily of advertising, branding, field promotion, and public relations expenses. Advertising and promotion expenses generally represent the cost of promotions to build our brand and enhance our image among customers and users. Our marketing expenditures vary from city to city, depending on local competition, our strategic objectives in each market and the marketing channels we use to support our growth and promote our brand. We plan to continue to invest in marketing activities in order to strengthen our brand recognition and grow our user and customer base.

As a result of our strategy to expand our business operations, we expect that our sales and marketing expenses will continue to increase in absolute amount as we grow our sales force to expand our network coverage and strengthen our marketing efforts in new and existing geographic areas. If we can leverage our strong brand and utilize the scalability of our business model, our sales and marketing expenses may decrease as a percentage of our net revenues.

General and Administrative Expenses

Our general and administrative expenses primarily include salary and benefits to managerial and administrative staff, share-based compensation expenses, office rental and property management fees, professional services fees, depreciation of equipment and other administrative office expenses. We anticipate that our general and administrative expenses will continue to increase as we hire additional personnel and incur additional costs in connection with the expansion of our business operations, enhancing our product development and internal management capabilities, and becoming a publicly traded company, including expenses associated with improving our internal controls.

Share-Based Compensation Expenses

Our cost of services and our operating expenses include share-based compensation expenses. Share-based compensation expenses are recorded in the financial statement line-item corresponding to the nature of services provided by the grantees. The following table sets forth the allocation of our share-based compensation expenses, both in absolute amount and as a percentage of total share-based compensation expenses, among the cost and expense items set forth below.


	Years ended June 30,												Six months ended December 31,
	2012					2013							2012					2013
	RMB		%			RMB		US$		%			RMB		%			RMB		US$		%
	(in thousands, except percentages)
													(unaudited)					(unaudited)
Allocation of share-based compensation expenses:
Cost of services		345		4.2	%		239		39		4.2	%		149		4.4	%		62		10		0.5	%
Sales and marketing expenses		1,664		20.1	%		1,555		257		27.2	%		976		29.1	%		409		68		3.0	%
General and administrative expenses		6,243		75.7	%		3,911		646		68.6	%		2,232		66.5	%		13,165		2,175		96.5	%

Total share-based compensation expenses		8,252		100.0	%		5,705		942		100.0	%		3,357		100.0	%		13,636		2,253		100.0	%

Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of auditing our consolidated financial statements for each of the two years ended June 30, 2013, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have taken initiatives to improve our internal control over financial reporting. We have hired a new senior financial reporting manager with relevant U.S. GAAP accounting and reporting experience to lead accounting and financial reporting matters at our headquarters. We intend to hire a financial reporting supervisor with relevant U.S. GAAP accounting and reporting experience to further improve our financial reporting capability. In addition, we provide regular training to existing financial and accounting employees related to U.S. GAAP accounting and reporting issues. In addition, we plan to take additional measures to further improve our internal controls over financial reporting, including (i) establishing an independent audit committee to oversee the design and implementation effectiveness of our internal control over financial reporting; and (ii) continuing to hire qualified professionals with U.S. GAAP accounting experience and providing proper training to our accounting personnel. However, the implementation of these initiatives may not fully address the material weakness and deficiencies in our internal control over financial reporting. See “Risk Factors—Risks Relating to Our Business and Industry—Our independent registered public accounting firm has identified a material weakness and other deficiencies in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our ADSs may be adversely impacted.”

As a company with less than US$1.0 billion in revenue for our last fiscal year, we qualify as an emerging growth company pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Taxation

Cayman Islands

The following is a discussion on certain Cayman Islands income tax consequences of an investment in our ordinary shares or ADSs. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

No stamp duty, capital duty, registration or other issue or documentary taxes are payable in the Cayman Islands on the creation, issuance or delivery of ordinary shares or ADSs. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. There are currently no Cayman Islands’ taxes or duties of any nature on gains realized on a sale, exchange, conversion, transfer or redemption of ordinary shares. Payments of dividends and capital in respect of ordinary shares or ADSs will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of ordinary shares, nor will gains derived from the disposal of ordinary shares be subject to Cayman Islands income or corporation tax as the Cayman Islands currently have no form of income or corporation taxes.

We have been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, have applied for and obtained an undertaking from the Governor of the Cayman Islands that no law enacted in the Cayman Islands during the period of 20 years from the date of the undertaking imposing any tax to be levied on profits, income, gains or appreciation shall apply to us or our operations and no such tax or any tax in the nature of estate duty or inheritance tax shall be payable (directly or by way of withholding) on ordinary shares, debentures or other obligations of ours. There are no exchange control regulations or currency restrictions in the Cayman Islands.

PRC

Prior to September 2012, our direct and indirect subsidiaries and our consolidated affiliated entities that are incorporated in the PRC were subject to business taxes and related surcharges on the revenues earned for services provided in the PRC after certain deductions . The applicable rate of business taxes is 5%. Effective January 2012, the PRC Ministry of Finance and the State Administration of Taxation launched the Value Added Tax, or VAT, Pilot Program, which imposes VAT in lieu of business tax for transportation industry and certain “modern service industries.” According to the implementation circulars regarding the pilot program, “modern service industries” include research, development and technological services, information technology services, cultural innovation services, logistics support, lease of corporeal properties, attestation and consulting services and radio and television services. The pilot program was implemented in Shanghai since January 2012, and has been expanded to other regions, including Beijing, since September 2012. Accordingly, most of our PRC subsidiaries and our consolidated affiliated entities were covered by the pilot program and subject to VAT at a rate of 6%.

In addition, our direct and indirect PRC subsidiaries and our consolidated affiliated entities are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Until January 1, 2008, Chinese companies were generally subject to PRC enterprise income tax at a statutory rate of 33%. On January 1, 2008, the PRC Enterprise Income Tax Law in China took effect and applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies. Under the PRC Enterprise Income Tax Law, entities established before March 16, 2007 that enjoyed a favorable income tax rate of less than 25% under the previous income tax laws and rules are provided with a five-year transitional period to gradually change their rates to 25%.

In April 2006, our subsidiary, Zhilian Wangpin was designated as an HNTE, and was subject to a 15% preferential tax rate as long as it maintained the required qualification, which was subject to review every two years according to then applicable laws and regulations. Upon the expiration of its HNTE qualification in 2008, the tax rate applicable to Zhilian Wangpin increased from 15% to 25%. Beijing Wangpin received HNTE qualification approval from the relevant government authorities in November 2011 and filed its HNTE status with local tax bureau in March 2012, upon which Beijing Wangpin was entitled to enjoy the preferential tax rate of 15% from 2011 to 2013. Other than Beijing Wangpin, all PRC entities are subject to 25% income tax.

Under the PRC Enterprise Income Tax Law, dividends paid by PRC enterprises out of profits earned after 2007 to non-PRC tax resident investors are subject to a PRC withholding tax of 10%. A lower withholding tax rate may be applied based on an applicable tax treaty with certain countries. See “Risk Factors—Risks Related to Doing Business in China—Our global income and the dividends that we may receive from our PRC subsidiaries may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations, and non-PRC shareholders may be subject to PRC tax on dividends and gains which may reduce returns on investments in our shares or ADSs.”

manufacturing and business operations, personnel and human resources, finances and treasury and acquisition and disposition of properties and other assets of an enterprise. See “Risk Factors—Risks Related to Doing Business in China—Our global income and the dividends that we may receive from our PRC subsidiaries may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations, and non-PRC shareholders may be subject to PRC tax on dividends and gains which may reduce returns on investments on our shares or ADSs.”

Critical Accounting Policies

We prepare financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, and our expectations regarding the future based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, service has been rendered, the price is fixed or determinable and collection is reasonably assured. Revenues are deferred until these criteria are met as described below and any cash payments received upfront are recognized as deferred revenues.

Revenues presented in the consolidated statements of comprehensive income include revenues from online recruitment services, campus recruitment services, assessment services and other human resources related services.

Online Recruitment Services

We provide online recruitment services such as classified job postings, display advertisements, resume access services and other online recruitment services. We enter into standard service agreements with customers, under which different service arrangements, service fulfillment period, total consideration and other terms are agreed upon by both parties. Revenues are recognized ratably over the service fulfillment period, which normally ranges from one week to one year. Online recruitment services contracts may consist of multiple deliverables in the arrangement such as those services described above. Each deliverable is a separate unit of accounting, as they have value to the customer on a standalone basis and there are no customer-negotiated refunds or return rights for the delivered items. Arrangement consideration is allocated to each unit of accounting at the inception of the arrangement based on the relative selling price of each unit of accounting according to the selling price hierarchy established by ASU No.2009-13, “Revenue Recognition—Multiple-Deliverable Revenue Arrangements” and recognized over the service fulfillment period. We use (a) vendor-specific objective evidence of selling price, if it exists, otherwise, (b) third-party evidence of selling price. If neither (a) nor (b) exists, we will use (c) the management’s best estimate of the selling price for that deliverable. Selling price is generally determined by vendor specific objective evidence, which is the price charged for a deliverable when it is sold on a standalone basis. For all the periods presented, the service fulfillment period for the separate unites of accounting within the

multiple-element arrangement is the same. Therefore, the allocation between the separate unit of accounting for online recruitment services does not have a material impact on our consolidated financial statements.

Campus Recruitment Services

We provide campus recruitment services to corporate employers, including planning, recruitment advertising, and recruitment activities organizing. Upon completion of these activities, a completion report is delivered to customers summarizing the activities carried out. Fees for these types of services are recognized upon delivery of the completion report.

Assessment Services

We provide both online and offline assessment services to corporate employers. Online assessment services are provided through our online assessment platform, fees charged to the customers are recognized ratably over the predetermined service fulfillment period. Offline assessment services include activities such as planning, organizing assessment events and summarizing assessment results. Upon completion of these activities, a completion report is delivered to customers summarizing the activities carried out. Fees for these types of services are recognized upon delivery of the completion report.

Other Human Resources Related Services

We provide other human resources related services such as executive search services, print advertising services, training services, human resources agent services and other services. Arrangements for other human resources related services are generally short-term in nature. Fees for these types of services are recognized when fees are fixed or determinable, collectability is reasonably assured and service performance completed.

Income Tax

Our current income taxes are provided on the basis of income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for tax purposes, in accordance with the regulations of the relevant tax jurisdictions. We follow ASC 740, Income Taxes, and account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for tax consequences attributable to differences between carrying amounts of existing assets and liabilities in financial statements, their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates to be applied to taxable income in the year in which those temporary differences are expected to be recovered or settled.

We currently have deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, all of which are available to reduce future tax payable in our relevant tax jurisdictions. Significant components of our deferred assets are operating loss carryforwards generated by our PRC subsidiaries and consolidated affiliated entities due to their historical operating losses and future deductible advertising expenses. A valuation allowance is provided to reduce the carrying amount of deferred tax assets if it is considered more likely than not that some portion, or all, of the deferred tax assets will not be realized. Accordingly, we consider various tax planning strategies, forecasts of future taxable income and our most recent operating results in assessing the need for a valuation allowance. The effect on deferred tax assets and liabilities arising from changes in tax rates is recognized in the consolidated statements of comprehensive (loss)/income in the period of such change. If we subsequently determine that all or a portion of the carryforwards and future deductible advertising expenses are more like than not to be realized, the valuation allowance will be released, which will result in a tax benefit in our consolidated statements of comprehensive (loss)/income.

Historically, tax benefits arising from tax losses brought forward was fully provided for because of our history of operating losses, including Beijing Wangpin and Shenyang Zhilian Recruitment Service Co., Ltd. We

determined the amount of valuation allowance to be reversed based on the amount of tax losses utilized to offset the taxable income generated by these entities during the years ended June 30, 2012 and 2013. As a result of this utilization of tax losses, lower income tax expenses were recorded for the years ended June 30, 2012 and 2013. In determining whether a valuation allowance will be released for an entity, we evaluated positive and negative factors affecting our assessment, including: profitability in past periods, whether future losses are still expected to occur, the entity’s ability to forecast and meet profit targets, unfavorable circumstances that would adversely affect future operations and profit levels on a continuing basis and whether existing sales contracts will produce more than enough taxable income to realize the deferred tax asset based on existing sales price and cost structures. Based on this assessment, when positive factors outweigh negative factors, we would determine the amount of valuation allowance to be reversed based on the taxable profits made by the relevant entity during the relevant period. While some of our entities have started to be profitable, there are other entities which continue to incur losses. Valuation allowances have been maintained for those entities where future losses are still expected to occur and management has assessed that it is more likely than not that the deferred tax asset will not be utilized.

We adopted the guidance on accounting for uncertainty in income taxes as of January 1, 2008. The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the uncertain tax positions and determining its provision for income taxes. We have elected to recognize interest and penalties, if any, under accrued expenses and other current liabilities on our balance sheet and under income tax expenses in our statement of comprehensive income. As of June 30, 2012 and 2013, we did not have any tax provisions related to uncertain tax positions or interest and penalties associated with such uncertain tax positions.

Share-based Compensation

We grant share-based awards to eligible employees and directors pursuant to our Share Incentive Plans. Share-based compensation expenses for all share-based awards granted to employees and directors are determined based on the grant date fair value of the awards and are recognized using a graded vesting method, net of estimated forfeitures, over the requisite service period, which is generally the vesting period. Forfeiture rates are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from the initial estimates.

Total share-based compensation expenses recognized in the years ended June 30, 2012 and 2013 and the six months ended December 31, 2013 amounted to RMB8.3 million, RMB5.7 million (US$0.9 million) and RMB13.6 million (US$2.3 million), respectively.

Significant batches of share options granted under our Share Incentive Plans are set forth below:

Grant date

Ordinary
shares
underlying
options granted

Exercise price
per option

Fair value
per ordinary
share
at the grant date

Fair value of
share options
granted

October 1, 2011

1,632,340

US$

4.00

US$

2.57

US$

1.01

January 1, 2012

200,000

US$

4.00

US$

3.18

US$

1.47

June 28, 2013

2,370,000

US$

2.80–4.00

US$

4.31

US$

2.02–2.44

March 31, 2014

2,790,000

US$

2.80–5.00

US$

5.50

US$

2.39–3.26

April 17, 2014

80,000

US$

6.75

US$

5.50

US$

2.44–2.97

We engaged an independent third-party appraiser to assist us in our determination of the fair value of our share options as of each grant date. Our management is ultimately responsible for such determination.

In determining the fair value of our share options, the binomial option pricing model was applied. The key assumptions used to determine the fair value of the options at the relevant grant dates in 2012 and 2013 are as follows. Changes in these assumptions could significantly affect the fair value of stock options and hence the amount of compensation expenses we recognize in our consolidated financial statements.

Risk-free
interest rate

Expected
volatility

Contractual
life of
options

Dividend
yield

Fair value
of
underlying
ordinary
shares at
the grant
date

October 1, 2011

1.73%

61.12%

5 years

US$

2.57

January 1, 2012

2.01%

62.04%

5 years

US$

3.18

June 28, 2013

1.23%–1.47%

54.06%–56.38%

6 years

US$

4.31

March 31, 2014

1.28%–2.72%

47.19%–55.10%

6 years

US$

5.50

April 17, 2014

2.12%–2.60%

52.53%–54.64%

6 years

US$

5.50

We estimated the risk-free interest rate based on the yield to maturity of China’s sovereign bonds denominated in U.S. dollars at the option valuation date. The expected volatility at each grant date and each option valuation date was estimated based on historical volatility of comparable companies for the period before the grant date with length commensurate with the life of the options. Based on the option agreement, the contract life of the option is five, six or ten years commencing from the option grant date, and at each valuation date, the remaining life of the option should be the period of time between the valuation date and the expiry date of options. We have no history of paying dividends on our ordinary shares and we do not anticipate any dividend payments in the foreseeable future.

If factors change and we employ different assumptions for estimating share-based compensation expenses in future periods or if we decide to use a different valuation model, our share-based compensation expenses in future periods may differ significantly from what we have recorded in prior periods and could materially affect our operating income, net income and net income per share.

Fair value of ordinary shares

As a private company with no quoted market for our ordinary shares, we need to estimate the fair value of our ordinary shares at the relevant grant dates. The determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our projected financial and operating results, our business risks, the liquidity of our ordinary shares and our operating history and prospects at the time of each grant.

In determining the fair values of our ordinary shares as of each award grant date, three generally accepted approaches were considered: cost, market and income approaches. While useful for certain other purposes, the cost approach is generally not considered applicable to the valuation of a company as a going concern, as it does not capture the future earning potential of the business. The comparability of our peer companies’ financial metrics and relevance of market approach was also considered but not relied upon since our stage of development is different from those of the publicly traded companies in the same industry. In view of the above, we determined that the income approach is the most appropriate method to derive the fair values of our ordinary shares. In addition, we took into consideration the guidance prescribed by the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, or the Practice Aid.

personnel and technical staff will be sufficient to support our ongoing operations; (iii) exchange rates and interest rates will not differ materially from those presently prevailing; (iv) the availability of financing will not be a constraint on the future growth of our operations; and (v) industry trends and market conditions for related industries will not deviate significantly from economic forecasts. These assumptions are inherently uncertain and subjective.

Ten-year projected financial information was used in the discounted cash flow model of the valuation dates. In determining our terminal value, we used the Gordon Growth Model and assumed that we would grow at a fixed long-term rate after reaching our optimal operating performance. Accordingly, we have applied a terminal multiple as derived through the Gordon Growth Model to the projected cash flows for each year to derive the value beyond the explicit projection period.

The risks associated with achieving an estimated cash flow were assessed in selecting the appropriate discount rates. The discount rates were based on the estimated market required rate of return for investing in our company, or weighted average cost of capital, or WACC, which was derived using the capital asset pricing model, a method that market participants commonly use to price securities. The change in WACC was the combined result of the changes in risk-free interest rate, industry-average correlative relative volatility coefficient beta, equity risk premium, size of our company, scale of our business and our ability in achieving forecast projections.

A discount for lack of marketability, or DLOM, was also applied to reflect the fact there is no ready public market for our shares as we are a closely held private company. When determining the DLOM, the Black-Scholes option pricing model was used. Under this option-pricing method, the cost of the put option, which can hedge the price change before the privately held shares can be sold, was considered as a basis to determine the DLOM.

The discount rates and DLOM used in determining the fair values of our ordinary shares are provided as follows:


Valuation dates	WACC			DLOM
January 1, 2012		17.76	%		21	%
June 30, 2013		16.44	%		13	%
March 31, 2014		16.00	%		8	%
April 17, 2014		16.00	%		8	%

The option pricing method was used to allocate the equity value of our company to preferred shares and ordinary shares, taking into account the guidance prescribed by the Practice Aid. This method involves making estimates of the anticipated timing of a potential liquidity event, such as a sale of our company or an initial public offering, and estimates of the volatility of our equity securities. The anticipated timing is based on the plans of our board and management. Estimating the volatility of the share price of a privately held company is complex because there is no readily available market for the shares. The volatility of our shares was estimated based on the historical volatility of the shares of comparable listed companies. Had we used different volatility, the allocation between preferred shares and ordinary shares would have been different.

The fair value of our ordinary shares increased from US$3.18 per share as of January 1, 2012 to US$5.50 per share as of the date of this prospectus, primarily due to the following reasons:

•

A better financial projection due to our recovery from the unfavorable economic environment evidenced by the improvements in our financial and operating performance;

•

The decrease of WACC mainly due to a more concentrated shareholding structure and more efficient business operation resulted from SEEK’s acquisition of a controlling interest in us;

•

SEEK Limited was added to the WACC calculation as a comparable company and, as a result, the performance of the Australian market decreased the implied WACC from 17.76% as of January 1, 2012 to 16.00% as of the date of this prospectus;

•

A more optimistic view of our IPO plan, which leads to a lower DLOM and higher probability of IPO; and

•

The DLOM used for our valuation decreased from 21% as of January 1, 2012 to 8% as of the date of this prospectus, thus increasing the value per ordinary share on the date of this prospectus.

Allowance for Doubtful Accounts Receivable

The carrying value of accounts receivable is reduced by an allowance that reflects our best estimate of the amount that will not be collected. We make estimates for the collectability of accounts receivable considering many factors including but not limited to reviewing accounts receivable balances, historical bad debt rates, repayment patterns, customer creditworthiness, financial conditions of the customers and industry trend analysis resulting in their inability to make overdue payments due to us. We also make a specific allowance if there is evidence showing that the receivable is likely to be irrecoverable and the allowances are written off after all collection efforts have been exhausted and the potential for recovery is considered remote. Accounts receivable in our consolidated balance sheet are stated net of such provisions.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When these events occur, recoverability of the assets held and used is evaluated by comparing carrying amount of the asset group to the estimated future undiscounted net cash flows associated with the related assets. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we recognize an impairment loss equal to the amount by which the carrying value of the asset exceeds the estimated undiscounted cash flows attributable to such assets. No impairment of long-lived assets was recognized for the fiscal years ended June 30, 2012 and 2013.

Consolidation of Our Consolidated Affiliated Entities

We entered into a series of contractual agreements with the variable interest entities, or “VIEs,” and the respective direct equity owners of the VIEs, who are affiliated with the Company or who are affiliated with our major shareholders. Through these contractual agreements, we are able to:

•

exercise effective control over each VIE;

•

receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks of expected losses as if it were the sole shareholder; and

•

have an exclusive option to purchase all of the equity interest in each VIE.

In December 2009, FASB issued Consolidation—Improvements to Financial Reporting by Enterprises Involved with VIEs. The amendment in this accounting standards update replaced the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a

VIE that most significantly impact the entity’s economic performance and has (1) the obligation to absorb losses of the entity, or (2) the right to receive benefits from the entity.

We adopted this amendment on January 1, 2010, which was the effective date of the standard. We evaluated our relationships with the VIEs and their respective direct equity owners and concluded that we are the primary beneficiary in each variable interest arrangement. As a result, the results of operations, assets and liabilities of the VIEs have been included in our consolidated financial statements. We have consulted with our PRC legal counsel in assessing our ability to control our consolidated affiliated entities through these contractual arrangements, and we believe that our contractual arrangements with the consolidated affiliated entities and their respective equity owners are in compliance with existing PRC regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. If the corporate structure and contractual arrangements through which we conduct our business in China are found to be in violation of any existing or future PRC regulations, the relevant PRC regulatory authorities could revoke or refuse to grant or renew our business and operating licenses, restrict or prohibit related party transactions between us and the consolidated affiliated entities, impose fines or other requirements that we may find difficult or impossible to comply with, or require us to alter the corporate structure or restrict or prohibit our ability to finance the consolidated affiliated entities’ operations. Any changes in PRC laws and regulation that affect our ability to control our consolidated affiliated entities may affect our ability to exercise effective control over the consolidated affiliated entities, receive substantially all of the economic benefits and residual returns of the consolidated affiliated entities or preclude us from consolidating these companies in the future. In addition, we cannot be assured that when conflicts of interest arise, any or all of the equity owners of the consolidated affiliated entities will act in the best interests of us or that such conflicts will be resolved in our favor. See “Risk Factors—Risks Related to Our Corporate Structure.”

Foreign Currency

Our functional currency is the U.S. dollar and the functional currency of our subsidiaries and consolidated affiliated entities is RMB. An entity’s functional currency is the currency of the primary economic environment in which the entity operates or, in the case of a start-up entity, is the currency that the entity plans to use on a long-term basis. Management must use judgment in determining an entity’s functional currency, assessing economic factors including cash flow, sales price, sales market, expense, financing and intercompany transactions and arrangements. To the extent a reassessment results in a change to our functional currency, our financial position and results of operations may be materially impacted.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts and as percentages of our net revenues. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of results that may be expected for any future period.


	Fiscal years ended June 30,														For the six months ended December 31,
	2012						2013								2012						2013
	RMB			%			RMB			US$		%			RMB			%			RMB			US$			%
	(in thousands, except percentages)
															(unaudited)						(unaudited)
Total revenues		821,532			106.3	%		889,620			146,955		104.9	%		445,559			105.8	%		501,017			82,761			102.4	%
Less: Business tax and surcharges		(48,636	)		(6.3	)%		(41,793	)		(6,904)		(4.9	)%		(24,549	)		(5.8	)%		(11,792	)		(1,948	)		(2.4	)%

Net revenues		772,896			100.0	%		847,827			140,051		100.0	%		421,010			100.0	%		489,225			80,813			100.0	%
Cost of services		(60,534	)		(7.8	)%		(67,531	)		(11,155)		(8.0	)%		(33,001	)		(7.8	)%		(47,597	)		(7,862	)		(9.7	)%

Gross profit		712,362			92.2	%		780,296			128,896		92.0	%		388,009			92.2	%		441,628			72,951			90.3	%

Operating expenses:
Sales and marketing expenses		(374,511	)		(48.5	)%		(399,850	)		(66,051)		(47.2	)%		(199,514	)		(47.4	)%		(228,649	)		(37,770	)		(46.8	)%
General and administrative expenses		(152,784	)		(19.8	)%		(171,538	)		(28,336)		(20.2	)%		(82,708	)		(19.7	)%		(105,325	)		(17,398	)		(21.5	)%

Total operating expenses		(527,295	)		(68.3	)%		(571,388	)		(94,387)		(67.4	)%		(282,222	)		(67.1	)%		(333,974	)		(55,168	)		(68.3	)%

Income from operations		185,067			23.9	%		208,908			34,509		24.6	%		105,787			25.1	%		107,654			17,783			22.0	%
Other (loss)/income:
Foreign currency exchange loss		(32	)		(0.0	)%		(28	)		(5)		0.0	%		(7	)		0.0	%		(16	)		(3	)		0.0	%
Interest income, net		15,257			2.0	%		14,672			2,424		1.7	%		9,569			2.3	%		4,385			724			0.9	%
Other income, net		668			0.1	%		2,755			455		0.3	%		2,799			0.7	%		999			165			0.2	%

Income before income tax expenses		200,960			26.0	%		226,307			37,383		26.6	%		118,148			28.1	%		113,022			18,669			23.1	%
Income tax expenses		(30,243	)		(3.9	)%		(70,393	)		(11,628)		(8.3	)%		(23,294	)		(5.5	)%		(24,911	)		(4,115	)		(5.1	)%

Net income		170,717			22.1	%		155,914			25,755		18.3	%		94,854			22.6	%		88,111			14,554			18.0	%

Six Months Ended December 31, 2013 Compared to Six Months Ended December 31, 2012

Revenues. Our total revenues increased by 12.4% from RMB445.6 million for the six months ended December 31, 2012 to RMB501.0 million (US$82.8 million) for the six months ended December 31, 2013. This increase was primarily driven by an increase of RMB20.2 million (US$3.3 million) in campus recruitment services revenues, an increase of RMB19.3 million (US$3.2 million) in online recruitment services revenues and, to a lesser extent, an increase of RMB9.9 million (US$1.6 million) in assessment services revenues.

•

Online Recruitment Services Revenues. Our online recruitment services revenues increased by 5.1% from RMB378.7 million for the six months ended December 31, 2012 to RMB398.0 million (US$65.7 million) for the six months ended December 31, 2013. This increase was primarily attributable to growth in the number of unique customers using our online recruitment services, partially offset by a decrease in the average revenue per unique customer. Small and medium-sized enterprises and employers from areas outside of tier-one and tier-two cities constituted an increasing percentage of our unique customers and those customers usually have smaller per customer spending. We served 226,195 unique customers for the six months ended December 31, 2013, compared with 176,782 for the six months ended December 31 2012. Average revenue per unique customer decreased by 18% for the six months ended December 31, 2013, compared to the six months ended December 31, 2012 due to a significant increase in new unique customers, which usually purchase lower-priced services initially as well as intensified competition.

Online recruitment services revenues accounted for 85.0% and 79.4% of our total revenues in the six months ended December 31, 2012 and the six months ended December 31, 2013, respectively.

•

Campus Recruitment Services Revenues. Our campus recruitment services revenues increased by 63.3% from RMB31.9 million for the six months ended December 31, 2012 to RMB52.1 million (US$8.6 million) for the six months ended December 31, 2013. This significant increase was driven primarily by the increased number of campus recruiting events we completed due to increased market demand for our campus recruitment services. Campus recruitment services revenues represented 10.4% of our total revenues in the six months ended December 31, 2013, compared to 7.2% in the six months ended December 31, 2012.

•

Assessment Services Revenues. Our assessment services revenues increased by 69.2% from RMB14.4 million for the six months ended December 31, 2012 to RMB24.3 million (US$4.0 million) for the six months ended December 31, 2013. The growth of our assessment services revenues was driven primarily by an increase in demand for such services from our customers to organize and administer assessment tests for evaluating the personality and capabilities of their job candidates and existing employees. Assessment services revenues represented 3.2% and 4.9% respectively of our total revenues for the six months ended December 31, 2012 and December 31, 2013, respectively.

•

Other Human Resources Related Services Revenues. Our other human resources related services revenues increased by 29.1% from RMB20.6 million for the six months ended December 31, 2012 to RMB26.6 million (US$4.4 million) for the six months ended December 31, 2013, primarily driven by revenues generated from our new service line of education training and overseas recruitment, partially offset by the decline in print adverting services revenues. Other human resources related services revenues accounted for 4.6% and 5.3% of our total revenues in the six months ended December 31, 2012 and December 31, 2013, respectively.

Business Tax and Related Surcharges. Our business tax and related surcharges dropped by 52% from RMB24.5 million for the six months ended December 31, 2012 to RMB11.8 million (US$1.9 million) for the six months ended December 31, 2013. Effective January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation launched the Value Added Tax (“VAT”) pilot program for certain industries in certain regions. Accordingly, some of our subsidiaries and VIEs were included in the pilot program and were no longer subject to business tax but were subject to VAT during the year. The VAT payable by these subsidiaries and VIEs is the net balance of the output VAT after deducting the input VAT for the period. Hence, the amount of VAT payable does not result directly from output VAT generated from taxable services provided. As such, the net presentation of revenues subject to VAT is adopted. See “—Taxation”. Our average effective business and related tax rates declined from 5.5% for the six months ended December 31, 2012 to 2.4% for the six months ended December 31, 2013.

Cost of Services. Cost of services increased by 44.2% from RMB33.0 million for the six months ended December 31, 2012 to RMB47.6 million (US$7.9 million) for the six months ended December 31, 2013. Direct costs related to our campus recruitment and assessment services increased by RMB9.3 million from RMB12.4 million for the six months ended December 31, 2012 to RMB21.7 million (US$3.6 million) for the six months ended December 31, 2013, which was in line with the campus recruitment and assessment services revenue growth. Data storage and bandwidth costs relating to our online recruitment services increased by RMB1.7 million from RMB4.4 million for the six months ended December 31, 2012 to RMB6.1 million (US$1.0 million) for the six months ended December 31, 2013, to support the growth of our user traffic and improve our user experience. The newspaper publication and distribution costs decreased by RMB1.5 million from RMB3.8 million for the six months ended December 31, 2012 to RMB2.2 million (US$0.36 million) for the six months ended December 31, 2013 as we scaled down our print advertisement business. As a percentage of our net revenues, our cost of services increased from 7.8% for the six months ended December 31, 2012 to 9.7% for the six months ended December 31, 2013.

Gross Profit. As a result of the above factors, our gross profit increased by 13.8% to RMB441.6 million (US$73.0 million) for the six months ended December 31, 2013 from RMB388.0 million for the six months ended December 31, 2012. Our gross margin decreased from 92.2% for the six months ended December 31, 2012 to 90.3% for the six months ended December 31, 2013.

Operating Expenses. Our total operating expenses increased by 18.3% from RMB282.2 million for the six months ended December 31, 2012 to RMB334.0 million (US$55.2 million) for the six months ended December 31, 2013, as a result of increases in our sales and marketing expenses and general and administrative expenses.

•

Sales and Marketing Expenses. Our sales and marketing expenses increased by 14.6% from RMB199.5 million for the six months ended December 31, 2012 to RMB228.6 million (US$37.8 million) for the six months ended December 31, 2013. Salaries and personnel related costs increased by about RMB23.2 million as a result of new hiring and wage inflation. Rental costs of our sales offices increased by RMB1.1 million as a result of the increase in both rental rates and total space rented. Marketing expenses increased by RMB5.5 million as we expanded investment in both online and offline advertising as well as other brand building events. As a percentage of our net revenues, our sales and marketing expenses decreased slightly from 47.4% for six months ended December 31, 2012 to 46.7% six months ended December 31, 2013. Our sales and marketing expenses for six months ended December 31, 2013 included share-based compensation expense of RMB0.4 million, compared to RMB1.0 million for the six months ended December 31, 2012.

•

General and Administrative Expenses. Our general and administrative expenses increased by 27.3% from RMB82.7 million for the six months ended December 31, 2012 to RMB105.3 million (US$17.4 million) for the six months ended December 31, 2013. Our general and administrative employee compensation increased by RMB7.5 million to RMB58.0 million for six months ended December 31, arising from RMB50.5 million for the six months ended December 31, 2012 due to increase in share-based compensation and headcount addition. Depreciation and rental expenses increased by RMB2.0 million related to servers and softwares purchased and office expansion. As a percentage of our net revenues, our general and administrative expenses increased from 19.7% for the six months ended December 31, 2012 to 21.5% for the six months ended December 31, 2013, primarily driven by an increase in share-based compensation expenses due to new option grants in June 2013 and depreciation expenses resulting from increased investments in technology infrastructure. Our general and administrative expenses for the six months ended December 31, 2013 included share-based compensation expense of RMB13.2 million, compared to RMB2.2 million for the six months ended December 31, 2012.

Interest Income. Our net interest income decreased from RMB9.6 million for the six months ended December 31, 2012 to RMB4.4 million (US$0.7 million) for the six months ended December 31, 2013, primarily due to interest payments in connection with our bank loan facilities partially offset by interest income from bank deposits.

Income Tax Expense. Our income tax expense increased slightly by 6.9% from RMB23.3 million for the six months ended December 31, 2012 to RMB24.9 million (US$4.1 million) for the six months ended December 31, 2013. Our effective tax rate for the six months ended December 31, 2013 increased to 22% compared with 19.7% for the six months ended December 31, 2012. The increase in the income tax expense was primarily due to the accrual of RMB3.6 million as withholding tax associated with the retained earnings of our joint venture and certain variable interest entities.

Net Income. As a result of the above, we recorded net income of RMB88.1 million (US$14.6 million) for the six months ended December 31, 2013, compared to net income of RMB94.9 million for the six months ended December 31, 2012.

Fiscal Year Ended June 30, 2013 Compared to Fiscal Year Ended June 30, 2012

Revenues. Our total revenues increased by 8.3% from RMB821.5 million for the fiscal year ended June 30, 2012 to RMB889.6 million (US$147.0 million) for the fiscal year ended June 30, 2013. This increase was primarily due to an increase of RMB57.1 million (US$9.4 million) in online recruitment services revenues.

•

Online Recruitment Services Revenues. Our online recruitment services revenues increased by 8.2% from RMB692.8 million for the fiscal year ended June 30, 2012 to RMB749.8 million (US$123.9 million) for the fiscal year ended June 30, 2013. This increase was primarily attributable to an increase in the number of unique customers using our services, partially offset by a decrease in the average revenue per unique customer. We served 249,533 unique customers for the fiscal year ended June 30, 2013, compared with 222,449 for the fiscal year ended June 30, 2012. Average revenue per unique customer decreased by 3.6% for the fiscal year ended June 30, 2013, compared to the fiscal year ended June 30, 2012 due to a greater number of new customers purchasing lower-priced services and increased competition. Online recruitment services revenues accounted for 84.3% of our total revenues for both fiscal years ended June 30, 2013 and June 30, 2012.

•

Campus Recruitment Services Revenues. Our campus recruitment services revenues increased by 14.5% from RMB58.8 million for the fiscal year ended June 30, 2012 to RMB67.3 million (US$11.1 million) for the fiscal year ended June 30, 2013. This increase was driven primarily by the increased number of campus recruiting events we completed due to increased market demand for our campus recruitment services. Campus recruitment services revenues represented 7.2% and 7.6% of our total revenues for the fiscal years ended June 30, 2012 and June 30, 2013, respectively.

•

Assessment Services Revenues. Our assessment services revenues increased by 93.1% from RMB17.0 million for the fiscal year ended June 30, 2012 to RMB32.7 million (US$5.4 million) for the fiscal year ended June 30, 2013. The significant growth of our assessment services revenues was driven primarily by an increase in demand for such services from our customers to organize and administer assessment tests for evaluating the personality and capabilities of their job candidates and existing employees. Assessment services revenues represented 2.1% and 3.7% of our total revenues for the fiscal years ended June 30, 2012 and June 30, 2013, respectively.

•

Other Human Resources Related Services Revenues. Our other human resources related services revenues decreased by 25.1% from RMB53.0 million for the fiscal year ended June 30, 2012 to RMB39.7 million (US$6.6 million) for the fiscal year ended June 30, 2013, primarily due to a decline in print revenues as we continue to exit this line of services. Additionally, there was a decline in executive search revenues due to softening economic conditions. Other human resources related services revenues accounted for 4.5% of our total revenues for the fiscal year ended June 30, 2013, as compared with 6.5% of our total revenues for the fiscal year ended June 30, 2012.

Business Tax and Related Surcharges. Our business tax and related surcharges decreased by 14.1% from RMB48.6 million for the fiscal year ended June 30, 2012 to RMB41.8 million (US$6.9 million) for the fiscal year ended June 30, 2013, primarily due to the change from business tax to value-added tax. See “—Taxation”. Our average effective business and related tax rates decreased from 5.9% for the fiscal year ended June 30, 2012 to 4.7% for the fiscal year ended June 30, 2013.

Cost of Services. Our cost of services consists primarily of data storage and bandwidth costs, direct costs related to our campus recruitment and assessment services, printing related fees, salaries, benefits and compensations for our customer service employees. Our cost of services increased by 11.6% from RMB60.5 million for the fiscal year ended June 30, 2012 to RMB67.5 million (US$11.2 million) for the fiscal year ended June 30, 2013. Direct costs related to our campus recruitment and assessment services increased by RMB6.6 million from RMB21.4 million for the fiscal year ended June 30, 2012 to RMB28.0 million (US$4.6 million) for the fiscal year ended June 30, 2013, which was in line with the campus recruitment and assessment services revenue growth. Data storage and bandwidth costs relating to our online recruitment services increased by RMB1.6 million from RMB6.8 million for the fiscal year ended June 30, 2012 to RMB8.4 million (US$1.4

million) for the fiscal year ended June 30, 2013, to support the growth of our user traffic and improve our user experience. The increase in cost of services was partially offset by a decrease in newspaper publication and distribution costs, which decreased by RMB3.9 million from RMB10.9 million for the fiscal year ended June 30, 2012 to RMB7.0 million (US$1.1 million) for the fiscal year ended June 30, 2013 as we scaled down our print related business. As a percentage of our net revenues, our cost of services increased from 7.8% for the fiscal year ended June 30, 2012 to 8.0% for the fiscal year ended June 30, 2013.

Gross Profit. As a result of the above factors, our gross profit increased by 9.5% to RMB780.3 million (US$128.9 million) for the fiscal year ended June 30, 2013 from RMB712.4 million for the fiscal year ended June 30, 2012. Our gross margin decreased slightly from 92.2% for the fiscal year ended June 30, 2012 to 92.0% for the fiscal year ended June 30, 2013.

Operating Expenses. Our total operating expenses increased by 8.4% from RMB527.3 million for the fiscal year ended June 30, 2012 to RMB571.4 million (US$94.4 million) for the fiscal year ended June 30, 2013, as a result of increases in our sales and marketing expenses and general and administrative expenses.

•

Sales and Marketing Expenses. Our Sales and Marketing Expenses consist primarily of advertising, salaries, benefits, commission and share-based compensations for our sales and marketing personnel, meeting and business development expenses and other operating expenses that are associated with sales and marketing activities. Our sales and marketing expenses increased by 6.8% from RMB374.5 million for the fiscal year ended June 30, 2012 to RMB399.9 million (US$66.1 million) for the fiscal year ended June 30, 2013. Salaries and personnel related costs increased by approximately RMB26 million as a result of new hiring and wage inflation. Rental costs of our sales offices increased by RMB2.7 million as a result of increases in both rental rates and total space rented. Meeting and business development expenses increased by RMB7.1 million to support the business growth. However, our marketing expenses decreased primarily due to reduced spending on offline advertising and advertising productions, which decreased by RMB10.4 million. As a percentage of our net revenues, our sales and marketing expenses decreased from 48.5% for the fiscal year ended June 30, 2012 to 47.2% for the fiscal year ended June 30, 2013 because (i) our growth in revenues outpaced our increase in expenditures on employee compensation and sales force expansion; and (ii) we lowered our offline advertisement production due to a change in advertising strategy. Our sales and marketing expenses for the fiscal year ended June 30, 2013 included share-based compensation expense of RMB1.6 million, compared to RMB1.7 million for the fiscal year ended June 30, 2012.

•

General and Administrative Expenses. Our general and administrative expenses consist primarily of salaries, benefits and share-based compensation for our general and administrative personnel, general office expenses and fees as well as third-party professional services fees. Our general and administrative expenses increased by 12.3% from RMB152.8 million for the fiscal year ended June 30, 2012 to RMB171.5 million (US$28.3 million) for the fiscal year ended June 30, 2013. Our general and administrative employee compensation increased by RMB6.6 million, due to wage inflation and headcount addition for the fiscal year ended June 30, 2013. The professional services expenses increased by about RMB9.8 million for the fiscal year ended June 30, 2013 mainly due to the expense-off of third-party professional fees incurred for auditors and consultants. Depreciation and rental expenses increased by RMB4.6 million related to servers and software purchased and office expansion for the fiscal year ended June 30, 2013. As a percentage of net revenues, our general and administrative expenses increased from 19.8% for the fiscal year ended June 30, 2012 to 20.2% for the fiscal year ended June 30, 2013, primarily due to the increase in our professional services expenses and depreciation resulting from increased investments in technology infrastructure. Our general and administrative expenses for the fiscal year ended June 30, 2013 included share-based compensation expense of RMB3.9 million, compared to RMB6.2 million for the fiscal year ended June 30, 2012.

Interest Income. Our net interest income decreased from RMB15.3 million for the fiscal year ended June 30, 2012 to RMB14.7 million (US$2.4 million) for the fiscal year ended June 30, 2013, primarily due to increases in investment income from short-term wealth management products, offset by higher interest expense and bank

charges incurred by our bank borrowings. Such short-term wealth management products are principal-protected products with floating or fixed interest rates ranging from 3.0% to 5.5% per annum, and have maturities shorter than three months.

Income Tax Expense. Our income tax expense increased by 132.8% from RMB30.2 million for the fiscal year ended June 30, 2012 to RMB70.4 million (US$11.6 million) for the fiscal year ended June 30, 2013. Our effective tax rate for the fiscal year ended June 30, 2013 increased to 31.1% compared with 15.0% for the fiscal year ended June 30, 2012. The increase in the income tax expense was primarily due to the accrual of RMB22.4 million as withholding tax associated with the cash dividends by Beijing Wangpin to Zhaopin Limited, and the recognition of valuation allowances for certain VIEs, whose future economic benefits are not sufficient to recover the deferred tax assets already recognized.

Net Income. As a result of the above, we recorded net income of RMB155.9 million (US$25.8 million) for the fiscal year ended June 30, 2013, compared to net income of RMB170.7 million for the fiscal year ended June 30, 2012.

Selected Quarterly Results of Operations

The following table sets forth a summary of our unaudited condensed consolidated quarterly results of operation for each of the eight quarters in the period from March 1, 2012 to December 31, 2013. You should read the following table in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. The unaudited condensed consolidated quarterly results of operation includes all adjustments that we consider necessary for a fair presentation of our operating results for the periods presented. Our historical results for any particular period are not necessarily indicative of our future results.


	For the three months ended
		September 30, 2011		December 31, 2011		March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012		March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013
		(in thousands of RMB)
		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Online recruitment services		165,539		170,537		170,399		186,304		191,468		187,183		179,393		191,798		192,050		205,929
Campus recruitment services		6,048		28,200		18,743		5,780		2,996		28,918		20,775		14,618		12,108		40,004
Assessment services		2,483		6,989		2,153		5,331		4,370		9,992		9,292		9,086		9,855		14,444
Other human resource related services		15,555		15,443		13,287		8,741		12,139		8,493		8,535		10,564		12,168		14,459

Total revenues		189,625		221,169		204,582		206,156		210,973		234,586		217,995		226,066		226,181		274,836
Less: Business tax and surcharges		(11,310	)	(12,888	)	(12,111	)	(12,327	)	(12,224	)	(12,325	)	(9,699	)	(7,545	)	(6,062	)	(5,730	)

Net revenues		178,315		208,281		192,471		193,829		198,749		222,261		208,296		218,521		220,119		269,106
Cost of services ⁽¹⁾		(12,055	)	(18,384	)	(18,535	)	(11,560	)	(12,950	)	(20,051	)	(18,346	)	(16,184	)	(15,622	)	(31,975	)

Gross profit		166,260		189,897		173,936		182,269		185,799		202,210		189,950		202,337		204,497		237,131

Operating expenses:														—		—		—		—
Sales and marketing expenses⁽¹⁾		(88,849	)	(97,612	)	(99,379	)	(88,671	)	(91,777	)	(107,737	)	(97,350	)	(102,986	)	(99,055	)	(129,594	)
General and administrative expenses⁽¹⁾		(30,540	)	(39,460	)	(39,372	)	(43,412	)	(39,849	)	(42,859	)	(49,728	)	(39,102	)	(52,558	)	(52,767	)

Total operating expenses		(119,389	)	(137,072	)	(138,751	)	(132,083	)	(131,626	)	(150,596	)	(147,078	)	(142,088	)	(151,613	)	(182,361	)

Income from operations		46,871		52,825		35,185		50,186		54,173		51,614		42,872		60,249		52,884		54,770
Other (expenses)/income:														—		—		—		—
Foreign currency exchange loss		(21	)	(15	)	(4	)	8		4		(11	)	(4	)	(17	)	(6	)	(10	)
Interest income, net		2,757		3,370		4,338		4,792		4,883		4,686		2,862		2,241		2,990		1,395
Other income, net		23		(135	)	(18	)	798		2,762		37		232		(276	)	1,993		(994	)

Income before income tax expenses		49,630		56,045		39,501		55,784		61,822		56,326		45,962		62,197		57,861		55,161
Income tax expenses		(5,775	)	(6,519	)	(7,441	)	(10,508	)	(12,189	)	(11,105	)	(23,033	)	(24,066	)	(9,777	)	(15,134	)

Net income		43,855		49,526		32,060		45,276		49,633		45,221		22,929		38,131		48,084		40,027

Note:

⁽¹⁾	Share-based compensation expenses were allocated to cost of services and operating expenses as follows:


Cost of services	14	95	118	118	124	25	50	40	34	28
Sales and marketing expenses	22	105	770	767	812	164	315	264	224	185
General and administrative expenses	1,396	1,859	1,565	1,423	1,314	918	731	948	9,762	3,403

We have experienced year-on-year growth in our quarterly total revenues in the ten quarters covering the period from July 1, 2011 to December 31, 2013. During these quarters, the growth in online recruitment services was mainly driven by the increases in the number of unique customers using our services. The number of unique customers was 136,408, 130,457, 141,952, 151,521, 151,449, 147,335, 164,730, 182,472, 190,362, and 194,397 in each of the ten quarters from July 1, 2011 to December 31, 2013, respectively. Campus recruitment services revenues exhibited seasonal fluctuation, but maintained strong overall growth momentum during these periods. The revenue growth of our assessment services was primarily driven by an increase in demand for such service to meet the evolving needs of our customers to assess the personality and competence of job candidates and existing employees. Revenue from other human resources related services declined in the period from July 1, 2011 to March 31, 2013 as we strategically exited non-core print related business, but it rebounded in the fourth quarter of fiscal year of 2013, because we rolled out new service lines such as offshore recruiting services and corporate training services.

Our gross profits have grown steadily in line with the growth in our revenues during these quarters. Our gross margins exhibit seasonal fluctuation, affected by the revenue mix of our services lines, which have different gross margin.

Our operating expenses generally peaked at the second quarter of each fiscal year because we stepped up our advertising and sales promotion activities, expanded our sales force, and increased supporting headcounts in these quarters to prepare for the upcoming high season for recruitment activities. Overall, our operating expenses in absolute amounts increased from July 1, 2011 to December 31, 2013, which is in line with the revenue growth. Payroll and related expenses increased over the ten quarters due to headcount addition and compensation increase. We incurred more rental expenses quarter by quarter mainly due to the newly added offices across the country. Depreciation of property and equipment also contributed to the growth of the operating expenses, as a result of our continuous investment in technology infrastructure.

Seasonal fluctuations and industry cyclicality have affected, and are likely to continue to affect, our online recruitment services and campus recruitment services. We generally generate less revenue during the national holidays in China due to the slowdown of business and reduced customer activities during the holidays, especially online recruitment services revenues. And we have observed that our campus recruitment revenues and assessment revenues are typically higher in the second quarter of each financial year, which is the college graduation season and peak season for campus recruitment events as well as assessment events. During seasonal peak periods, demand for recruitment advertising and other human resource related services may or may not rise significantly depending on the needs of customers as well as their perceptions of the job market. In addition, employers’ spending in China has historically been cyclical, reflecting the overall economic conditions as well as the demand for human resource services and recruitment patterns of employers. While this seasonality of our business has not been quite apparent historically due to the rapid growth in revenues that we experienced in recent years, we may experience reductions in growth on a successive quarter basis due to these seasonal factors or due to other factors.

Liquidity and Capital Resources

To date, we have financed our operations primarily through cash generated from our operating activities and the proceeds from the private placement of our preferred shares. Our principal uses of cash were for operating activities, primarily employee compensation, advertising expenses and rental expenses. As of December 31, 2013, we had RMB568.4 million (US$93.9 million) in cash, RMB412.5 million (US$68 million) bank borrowings and RMB486.7 (US$80.4 million) time deposits and restricted time deposits.

Our PRC subsidiaries and consolidated affiliated entities, in the aggregate, held RMB323,758 million (US$53,481 million) in cash as of December 31, 2013.

The table below sets forth our cash and cash equivalents as of the dates indicated:


	As of
		June 30,			December 31,
		2012	2013		2013
		(in thousands)
				(unaudited)
Cash located outside of the PRC:
US$		3,595	2,494		7,047
RMB		—	—		201,695

Cash located in the PRC (denominated in RMB and subject to currency conversion control):
Held by wholly foreign owned enterprise		7,741	4,457		3,815
Held by joint venture		566,203	336,232		310,839
Held by consolidated affiliated entities		19,350	11,101		7,358


Cash located in the PRC (denominated in US$):
Held by wholly foreign owned enterprise		286	286		286
Held by joint venture		—	—		—
Held by consolidated affiliated entities		—	—		—

Total cash and cash equivalents (denominated in US$)		3,881	2,780		7,333

Total cash and cash equivalents (denominated in RMB and subject to currency conversion control)		593,294	351,790		523,707

Our revenue collection arrangements provide us with protection from third-party credit risk and improve the predictability of our cash position. We generally receive payments for our online recruitment services prior to or soon after we provide such services, although we may offer credit terms to selected customers on a case-by-case basis.

We believe that our current and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for at least the next 12 months. We may require additional cash due to unanticipated business conditions or other future developments, including any investments or acquisitions we may decide to pursue. According to SAFE regulations, our PRC subsidiaries, including our joint venture, are prohibited from using Renminbi converted from the proceeds of this offering to establish new subsidiaries or acquire an equity interest in other entities in China because their business licenses do not specifically authorize equity investments. As a result, if our existing cash is insufficient to meet our requirements, we may sell additional equity securities, debt securities or borrow from banks. See “Risk Factors—Risks Related to Doing Business in China—Our PRC subsidiaries’ business licenses do not specifically authorize equity investments and, as a result, we are prohibited from using Renminbi converted from foreign currency denominated capital to establish new subsidiaries, increase the registered capital of our current subsidiaries or to invest in other companies in China.” Currently, we have no plans to seek external funding. Furthermore, cash transfers from our PRC subsidiaries and consolidated affiliated entities to our subsidiaries outside of China are subject to PRC government control of currency conversion. Restrictions on the availability of foreign currency may affect the ability of our PRC subsidiaries and consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. See “Risk Factors—Risks Related to our Corporate Structure—Governmental control of currency conversion may affect the value of your investment.”

The following table sets forth a summary of our cash flows for the periods indicated:


	Fiscal years ended June 30,									Six months ended December 31,
	2012			2013						2012			2013
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
										(unaudited)			(unaudited)
Net cash provided by operating activities		256,143			306,290			50,596			166,055			170,252			28,123
Net cash used in investing activities		(24,523	)		(552,124	)		(91,204	)		(4,976	)		(2,607	)		(430	)
Net cash (used in)/provided by financing activities		—			(2,277	)		(377	)		1,426			32,461			5,362
Effect of change in exchange rate on cash		(555	)		(783	)		(129	)		(193	)		(635	)		(105	)
Net increase/(decrease) in cash		231,065			(248,894	)		(41,114	)		162,312			199,471			32,950
Cash, beginning of the period		386,775			617,840			102,060			617,840			368,946			60,946
Cash, end of the period		617,840			368,946			60,946			780,152			568,417			93,896

Operating Activities

Net cash used in or provided by operating activities consisted primarily of our net income or loss as adjusted by share-based compensation expenses, depreciation of equipment and other non-cash adjustments, and further adjusted by changes in assets and liabilities, such as deferred revenues, accounts receivable and accrued salaries and welfare payable.

Net cash provided by operating activities was RMB170.3 million (US$28.1 million) for the six months ended December 31, 2013. This amount was primarily attributable to net income of RMB88.1 million (US$14.6 million) and the key items to reconcile net income to net cash provided by operating activities for the six months ended December 31, 2013 primarily included an add-back of non-cash expenses related to share-based compensation expenses of RMB13.6 million (US$2.2 million), depreciation of property and equipment of RMB8.6 million (US$1.4 million) and interest expense of RMB3.7 million (US$0.6 million). Additional factors affecting operating cash flow for the six months ended December 31, 2013 included an increase in deferred revenues of RMB38.3 million (US$6.3 million) and an increase in salaries and welfare payable of RMB23.8 million (US$3.9 million), partially offset by an increase in other current assets of RMB28.6 million (US$4.7 million).

Net cash provided by operating activities amounted to RMB306.3 million (US$50.6 million) in the fiscal year ended June 30, 2013, compared to RMB256.1 million in the fiscal year ended June 30, 2012. This increase was primarily due to the increase in our net revenues from RMB772.9 million for the fiscal year ended June 30, 2012 to RMB847.8 million (US$140.0 million) for the fiscal year ended June 30, 2013, primarily driven by growth in revenues from our online recruitment services and assessment services. The key items to reconcile net income to net cash provided by operating activities for the fiscal year ended June 30, 2013 primarily included an add-back of non-cash expenses related to deferred tax expenses of RMB22.4 million (US$3.7 million) related to PRC withholding tax on undistributed earnings of our joint venture, depreciation of property and equipment of RMB14.6 million (US$2.4 million) on increased capital expenditures, and share-based compensation of RMB5.7 million (US$0.9 million). Additional factors affecting operating cash flow for the fiscal year ended June 30, 2013 included primarily an increase in deferred revenues of RMB38.2 million (US$6.3 million), mainly because we usually receive cash upfront from customers for our online recruitment and print advertising services and recognize such advances as revenue over the contract service period, an increase in taxes payable of RMB29.5 million (US$4.9 million) mainly due to the VAT reform and an increase in accrued expenses and other current liabilities of RMB16.6 million (US$2.7 million).

Net cash provided by operating activities amounted to RMB256.1 million for the fiscal year ended June 30, 2012. The key items to reconcile net income to net cash provided by operating activities for the fiscal year ended June 30, 2012 primarily included an add-back of non-cash expenses related to depreciation expenses of

RMB11.1 million, share-based compensation expenses of RMB8.3 million and amortization expenses of RMB1.2 million, partially offset by deferred tax benefits of RMB9.2 million resulting from the reversal of valuation allowances. Additional factors affecting operating cash flow for the fiscal year ended June 30, 2012 included primarily an increase in deferred revenues of RMB62.5 million and an increase in accrued expenses and other current liabilities of RMB16.8 million, partially offset by an increase in prepayment and other current assets of RMB17.3 million.

Investing Activities

Net cash used in investing activities in the six months ended December 31, 2013 was RMB2.6 million (US$0.4 million), primarily due to the payment of withholding tax on dividend distribution in the amount of RMB22.4 million (US$3.7 million) and the payment for the purchase of property and equipment in the amount of RMB11.8 million (US$1.9 million), largely offset by the proceeds received at the maturity of time deposits in the amount of RMB33.8 million (US$5.6 million).

Net cash used in investing activities in the fiscal year ended June 30, 2013 was RMB552.1 million (US$91.2 million), primarily due to the placement of time deposits of RMB519.5 million (US$85.8 million) of which RMB486.7 million (US$80.4 million) were pledged as collateral to certain bank borrowings, cash paid relating to restricted cash of RMB14.9 million (US$2.5 million) and purchase of property and equipment of RMB12.7 million (US$2.1 million).

Net cash used in investing activities in the fiscal year ended June 30, 2012 was RMB24.5 million, primarily due to the purchase of property and equipment of RMB23.5 million and purchase of intangible assets of RMB1.3 million.

Financing Activities

Net cash provided by financing activities in the six months ended December 31, 2013 was RMB32.5 million (US$5.4 million) from exercise of options.

Net cash used in financing activities in the fiscal year ended June 30, 2013 was RMB2.3 million (US$0.4 million), primarily attributable to repurchase of preferred shares, offset by proceeds from bank loans. Due to PRC restrictions on currency exchange and dividend distribution, we used the proceeds from bank borrowings to repurchase certain preferred shares from Macquarie Zhaopin Holdings Limited in the amount of RMB423.9 million. See “Related Party Transactions” for more information regarding this transaction.

Net cash used in financing activities the fiscal year ended June 30, in 2012 was RMB0.0.

Capital Expenditures

Our capital expenditures were RMB24.8 million, RMB17.9 million (US$3.0 million) and RMB13.1 million (US$2.2 million) for the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, respectively, primarily related to our purchase of servers, computers, software and other electronic equipment. We currently do not have any commitment for capital expenditures or other cash requirements other than those in our ordinary course of business.

Contractual Obligations

The following table sets forth our contractual obligations as of June 30, 2013:


	Payment Due By
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands of RMB)
Long-term bank loans⁽¹⁾		199,308		36,444		162,864		—		—
Advertising commitments⁽²⁾		19,222		19,222		—		—		—
Operating leases⁽³⁾		45,873		21,734		21,751		2,388		—

Total		264,403		77,400		184,615		2,388		—

⁽¹⁾	A long-term bank loan, together with accrued interest, will become immediately due and payable upon completion of this offering. The carrying balance of this loan as of June 30, 2013 was RMB121.3 million (US$20.0 million).

⁽²⁾	Advertising fees are related to non-cancelable advertising service contracts with our advertising suppliers.

⁽³⁾	Operating lease obligations are primarily related to the lease of office space. These leases have terms of one to five years and are renewable upon further negotiation.

Rental expenses for the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013 were RMB30.4 million, RMB34.2 million (US$5.6 million) and RMB18.1 million (US$3.0 million), respectively.

We entered into one short-term and two long-term bank loan facility agreements with an aggregate principal amount of US$68 million in 2013 to finance our repurchase of Series E preferred shares from Macquarie Zhaopin Holdings Limited. Those loans have interest rates ranging from 1.25% to 1.75% above one-month or three-month LIBOR per annum. As of the date of this prospectus, we have repaid US$55 million of the 2013 bank loans, and the remaining US$13 million bank loan will mature on August 7, 2014.

In February 2014, we entered into a bank loan facility agreement with a credit facility up to US$21 million and drew down US$14 million and US$6 million at an interest rate of three-month LIBOR plus 2.95% per annum, which will mature on April 2, 2015 and May 7, 2015, respectively.

In February 2014, we entered into another bank loan facility agreement with a foreign bank with a maturity of two years to refinance certain previous loan facilities incurred to finance the repurchase. Under this loan facility agreement, we can borrow up to US$20 million and RMB85 million (US$14.0 million) and we drew down US$20 million and RMB24.9 million (US$4.1 million) at an interest rate of approximately 1.48% per annum and 2.93% per annum, respectively and the maturity date of both facilities is March 11, 2016.

Our PRC subsidiaries are permitted to pay dividends to us out of their retained earnings, which can be converted into U.S. dollars. In addition, we also intend to utilize a portion of the proceeds from this offering for repayment of our indebtedness, although we have not determined the exact amount of proceeds that will be used for loan repayment.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

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Inflation

Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percentage increases in the consumer price index for December 2011, 2012 and 2013 were 4.1%, 2.5% and 2.5%, respectively. Although we have not been materially affected by inflation to date, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China. For example, certain operating costs and expenses, such as personnel expenses, real estate leasing expenses, travel expenses and office operating expenses may increase as a result of higher inflation. Additionally, because a substantial portion of our assets consists of cash and cash equivalents, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposures to higher inflation in China.

Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations primarily through our PRC subsidiaries, including our joint venture, and our consolidated affiliated entities in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon direct and indirect dividends paid by our subsidiaries and consolidated affiliated entities. If any of our subsidiaries or consolidated affiliated entities or any newly formed subsidiaries or consolidated affiliated entities incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries and consolidated entities are permitted to pay dividends only out of their respective retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries consolidated affiliated entities and their subsidiaries, except for our joint venture, are required to set aside a portion of their respective after-tax profits each year to fund a statutory reserve. Our PRC subsidiaries and consolidated entities may also set aside a portion of their respective after-tax profits to fund the employee welfare fund at the discretion of the board of directors or the enterprise itself. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries or consolidated affiliated entities, as applicable.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

We earn all of our revenues and incur most of our expenses in Renminbi, and substantially all of our sales contracts are denominated in Renminbi. In addition, we have entered into bank borrowings denominated in U.S. dollar from offshore branches of certain banks for the repurchase of redeemable convertible preferred shares. Those loans are secured by Renminbi deposits in onshore branches of those banks. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while the ADSs will be traded in U.S. dollars.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the Renminbi to appreciate slowly against the U.S. dollar again. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. To the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi

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amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

We estimate that we will receive net proceeds of approximately US$ million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and assuming no exercise by the underwriters of their over-allotment option, based upon an assumed initial offering price of US$ per ADS, which is the midpoint of the estimated range of the initial public offering price. Assuming that we convert the full amount of the net proceeds from this offering into Renminbi, a 10% appreciation of the Renminbi against the U.S. dollar from a rate of RMB to US$1.00 as at to a rate of RMB to US$1.00, will result in a decrease of RMB million (US$ million) of the net proceeds from this offering. Conversely, a 10% depreciation of the Renminbi against the U.S. dollar, from a rate of RMB to US$1.00 to a rate of RMB to US$1.00, will result in an increase of RMB million (US$ million) of the net proceeds from this offering.

Interest Risk

Our exposure to interest rate risk primarily relates to the interest expenses associated with the payment of interest under several of our bank loan facilities that carry floating rates of interest based on LIBOR and the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits or short-term wealth management products. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income and interest expenses may fluctuate due to changes in market interest rates.

Recently Issued Accounting Standards

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendment requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies would instead cross reference to the related footnote for additional information. The disclosure requirements are effective for annual reporting periods beginning after December 15, 2012, and interim periods within those annual periods. The guidance will be applied prospectively. The Group adopted this standard in its annual reporting period ending June 30, 2013. The adoption of this standard does not have a material impact on the Group’s financial position or results of operations.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Group is in the process of evaluating ASU 2013-11 and does not expect that it will have a material impact on its consolidated financial statements.

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INDUSTRY OVERVIEW

China is the second largest economy in the world as measured by GDP in 2012, with one of the largest working populations. Driven by continued economic growth and favorable macroeconomic trends, the recruitment and career-related services industry in China has grown substantially over the past decade and has reached a considerable size. The online recruitment and career-related services market in particular has demonstrated rapid growth, as it has benefited from the increasing internet and mobile penetration in China and growing acceptance among both employers and job seekers of online recruitment and career-related services.

Recruitment and Career-Related Services Industry in China

China’s economy has been growing rapidly and has undergone a series of structural transformations. As a result of these evolving economic dynamics, China is experiencing a general shortage of skilled and educated workers, which has resulted in significant mismatches in the labor market. This drives the strong and growing demand for recruitment and career-related services.

Strong Economic Growth Creates Job Opportunities

With GDP reaching US$8.2 trillion in 2012, China has become the second largest economy in the world, according to International Monetary Fund. The country’s GDP is forecasted to reach US$12.6 trillion in 2017. This strong economic growth, characterized by continuing urbanization, the transformation into a service-based economy, and the emergence of more small and medium-sized enterprises, or “SMEs,” continues to create strong growth in new job opportunities in China.

Continuing urbanization fuels increase in job opportunities. As China’s economy continues to develop, the labor force has gradually migrated from rural to urban areas due to the increase in employment opportunities and higher compensation offered in those areas. According to the National Bureau of Statistics in China, urban population increased from 302 million in 1990 to 459 million in 2000, and further to 712 million in 2012, representing 53% of the total population in China. However, China’s urbanization rate is still relatively low compared to developed countries such as the United States, where over 80% of its population lives in urban areas. This is especially true in areas outside of tier-one and tier-two cities. As the structural urbanization trends continue, it is expected to drive increased usage of recruitment and career-related services.

Transition to a service-based economy drives demand for educated and skilled workers. Over the last few decades, China’s GDP composition has undergone a structural shift from being agricultural and manufacturing-based to being increasingly service-based. The service-based sectors accounted for 44.6% of China’s GDP in 2012 compared to 31.5% in 1990, according to the China National Bureau of Statistics. The service-based sectors’ GDP contribution surpassed the manufacturing-based sectors for the first time in 2013. As a result of such transformation in the fundamental composition of the economy, there has been a significant mismatch in the labor market as the rapidly increasing demand for white-collar positions, which typically comprise professional, managerial or administrative work, has outpaced the supply of workers who possess the level of education or expertise required for such positions.

Emergence and growth of SMEs promotes demand for labor. As China’s economy continues to liberalize, SMEs are playing an increasingly important role in the country’s development. The number of SMEs in China has increased from approximately 46 million in 2010 to approximately 58 million in 2013 and is estimated to reach approximately 78 million in 2017, according to the iResearch Public Data. The rise of SMEs has extended China’s economic growth beyond the coastal or tier-one and tier-two cities into inland and other cities. GDP growth in areas outside of tier-one and tier-two cities in China outpaced the country average over the past five years. This trend is expected to continue to create new job opportunities and, as a result, bring about growing demand for recruitment and career-related services.

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Competition for Educated and Skilled Workers Results in Growing Demand for Recruitment and Career-Related Services

Partly as a result of the changes and trends described above, there has been an increasing general shortage of, and competition for, educated and skilled workers. According to the Ministry of Human Resources and Social Security of China, the ratio of job vacancies to available workers rose from approximately 0.71 in 2001 to approximately 1.10 in the fourth quarter of 2013. A key factor impacting the supply of available workers is the aging of the overall population, which has led to a shrinking workforce. Moreover, the existing education system in China does not provide enough graduates with suitable qualifications to meet the increasing demand for educated and skilled workers. This shortage has led to increased competition for talents in China. Consequently, many employers have begun to take a long term perspective of their employees and are increasingly willing to invest in recruiting and retaining talent. As a result, the recruitment and career-related services sector is expected to continue to grow as employers find it increasingly challenging to identify and recruit the right candidates.

Online Recruitment and Career-Related Services Market

The online recruitment and career-related services market in China has grown rapidly over the past few years, mainly as a result of increasing internet penetration and the growing acceptance of online recruitment and career-related services. The growing popularity of, and evolving user behavior towards, these online services has brought about more comprehensive recruitment and career solutions as well as new entrants into the market.

Increasing Internet and Mobile Internet Penetration

Internet penetration. Internet users in China have grown from approximately 457 million in 2010 to 618 million in 2013, and are expected to reach 850 million in 2017, according to the iResearch Public Data. Significant growth potential remains, as China’s internet penetration rate of 42% in 2012 is still significantly lower than that of the United States and Europe, which was 81% and 71%, respectively, for the same year. The level of internet penetration also varies widely from region to region in China. Internet usage outside of tier-one and tier-two cities is expected to grow rapidly in the coming years.

Mobile internet penetration. The number of mobile internet users in China has also been growing quickly, increasing from approximately 303 million in 2010 to 500 million in 2013, and is expected to further grow to 745 million in 2017, representing a four-year CAGR of 10.5%, according to the iResearch Public Data. The rapid development of 3G and 4G infrastructure, coupled with the rising popularity of smart phones and other mobile devices such as tablets, is expected to further increase mobile internet usage in China. The growing mobile internet usage combined with technological advancements has enabled the proliferation of rich content and more sophisticated applications on mobile devices. This has enabled online recruitment service providers to provide their users with “on the go” access to their services.

The increasing penetration of both internet and mobile internet in China will continue to enable the growing usage of online recruitment and career-related services, as more and more users in China gain access to online career services platforms.

Growing Acceptance of Online Recruitment and Career-Related Services

While print advertising and career fairs have traditionally been the main recruiting channels in China, the emergence of online recruitment and career-related services platforms as a more effective and efficient mode of engagement has changed users’ behavior. According to the iResearch Public Data, the number of job seekers who utilize online recruitment and career-related services in China increased from 78.0 million in 2010 to 94.2 million in 2012 of whom approximately 80.5 million received higher education. Approximately 43% of the students who graduated in 2013 or are scheduled to graduate in 2014 ranked online recruitment websites as their most frequented place for finding a job, according to the iResearch Survey. Meanwhile, the number of employers in China who utilize online recruitment services increased from 1.1 million in 2010 to 1.6 million in 2012.

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Number of Job Seekers and Employers in China Using Online Recruitment Services


	2010		2011		2012		2013E		2014E		2015E		2016E		2017E
	(in millions)
Employers		1.1		1.3		1.6		2.0		2.5		2.9		3.4		3.9
Job seekers		78.0		87.0		94.2		103.9		115.3		126.8		138.6		150.6

Source: iResearch Public Data

Online recruitment and career-related services address the continually evolving and increasingly sophisticated needs of both job seekers and employers. It has gained, and is expected to continue to gain, popularity over traditional recruiting channels, primarily as a result of significant benefits it offers to both job seekers and employers in terms of convenience, ease-of-use, speed, cost and reach.

Among the existing market players in the online recruitment and career-related services industry, some focus exclusively on recruitment and career-related services, such as 51job, Zhaopin and ChinaHR. According to the iResearch Public Data, Zhaopin ranked first among those players in terms of average daily unique visitors in each month of 2013. Other market players are either general websites which offer recruitment as part of their services, such as 58.com, providers of high-end online recruitment or assessment services, or student-focused social networking websites.

According to the iResearch Public Data, the combined market share of Zhaopin and 51job, the two largest market players increased from approximately 55.6% in 2010 to approximately 61.8% in 2013, an indicator of continued market concentration.

An Evolving Market Prompts the Growth of Sophisticated Recruitment and Career-Related Services Solutions

As a result of the strong demand for educated and skilled workers and the evolving needs of job seekers and employers, recruitment and career-related services providers are expected to provide more sophisticated solutions to meet the market demands.

The need for efficient and effective solutions. Employers are increasingly recognizing the importance of maximizing efficiency and effectiveness of their recruitment and are demanding more sophisticated solutions, such as screening, candidate matching and assessment services. The aggregate nationwide spending on assessment services reached approximately RMB220 million (US$36.3 million) in 2013, representing an increase of approximately 37.5% from RMB160 million (US$26.4 million) in 2012, according to the iResearch Public Data. At the same time, job seekers expect optimized searching and matching functionality to help them identify and secure the relevant job opportunity and maximize their value. This has led to the growing emergence of more sophisticated and advanced job search and matching as well as training services.

Recruitment and career-related services targeted at white-collar workers. In addition, white-collar workers are generally more cautious and selective in managing their career. They tend to prefer recruitment and career-related services providers who understand their different needs based on the particular stage in their career they are at and can therefore, more effectively assist in their career progression. The shortage of labor force has also led to the emergence and growing popularity of various recruitment channels, such as campus and overseas recruitment, in order to access a larger pool of white-collar job seekers.

Placement services customized for overseas returnees. In recent years, China has witnessed an increase in number of overseas Chinese students who wish to return to work in China due to the country’s economic growth. Those job seekers have typically received higher education outside of China. According to the iResearch Public Data, in 2013, approximately 401,000 of them returned to China to find a job and they are referred to as overseas returnees. This number increased from 135,000 in 2010, representing a CAGR of 43.8%, according to the iResearch Public Data. With their unique education background, they may require customized placement services that are different from those for their domestically educated peers, leading to an increasing demand for such services.

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BUSINESS

Overview

We are a leading career platform in China, focusing on connecting users with relevant job opportunities throughout their career lifecycle. Our zhaopin.com website is the most popular career-focused website in China as measured by average daily unique visitors in each month of 2013, according to the iResearch Public Data. We are the second largest online recruitment services provider as measured by revenues in 2013, according to the iResearch Public Data. Our over 74 million registered users include diverse and educated job seekers who are at various stages of their careers and are in demand by employers as a result of the general shortage of skilled and educated workers in China. In the fiscal year ended June 30, 2013 and the six months ended December 31, 2013, over 10.5 million and 7.2 million job postings, respectively, were placed on our platform by approximately 250,000 and 226,000 employers, respectively, including multinational corporations, small and medium-sized enterprises and state-owned entities. The quality and quantity of our users and the resumes in our database attract an increasing number of customers. This in turn leads to more users turning to us as their primary recruitment and career-related services provider, creating strong network effects and significant entry barriers for potential competitors.

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We had 74.1 million registered users as of December 31, 2013, representing an increase of 18.7% from December 31, 2012;

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Approximately 54.4 million completed resumes were available in our database as of December 31, 2013, representing an increase of 19.7% from December 31, 2012.

We provide a broad range of services, including online recruitment, campus recruitment, assessment and other human resources related services. Through our zhaopin.com website, we provide classified job postings and display advertisements, resume access services and other online recruitment and career-related services. We provide our campus recruitment services primarily to customers seeking to recruit college and university students. These services include selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with candidates. We provide online and offline assessment services to assist customers in evaluating capabilities and dispositions of their job candidates and existing employees. Our other human resources related services mainly include executive search.

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Our total revenues were RMB889.6 million (US$147.0 million) for the fiscal year ended June 30, 2013 as compared to RMB821.5 million for the fiscal year ended June 30, 2012. Our total revenues were RMB501.0 million (US$82.8 million) for the six months ended December 31, 2013, representing a 12.4% increase from RMB445.6 million for the same period in 2012. We focus primarily on providing online recruitment services, which are highly scalable and have faster growth and higher gross margin than our offline recruitment services. Revenues from our online recruitment services accounted for 84.3% of our total revenues in both fiscal years ended June 30, 2012 and 2013 and 79.4% of our total revenues in the six months ended December 31, 2013.

Our Strengths

We believe the following competitive strengths have contributed to our success:

A leading career platform in China

We are a leading career platform in China, focusing on connecting users with relevant job opportunities throughout their career lifecycle. Our users are primarily job seekers who use our products and services, and our customers consist mainly of employers who place job postings on our website. We believe we are well positioned to deliver the best outcomes for our users and customers by truly understanding their needs.

Our database contained 54.4 million completed resumes as of December 31, 2013. One completed resume was added to our database approximately every 3.5 seconds on average in the six months ended December 31, 2013. We serve approximately 250,000 and 226,000 unique customers, who posted 10.5 million and 7.2 million job postings on our platform in the fiscal year ended June 30, 2013 and the six months ended December 31, 2013, respectively. Our core user base consists mainly of active and engaged job seekers at various stages of their careers, many of whom started using our products and services while on campus and continued using them throughout their careers. According to the iResearch Public Data, on average, each of our users visited our website approximately ten times every month in 2013, which was significantly higher than the respective figures of other career-related services websites. Many users are experienced and college-educated, who are more likely to be in demand given their qualifications and who typically have higher placement rates into white-collar positions.

We engage our users in a variety of ways, including enabling active job searches, job recommendations based on user profiles and email subscriptions to job opportunities. Our mobile products extend our addressable market by bringing our services and products to users who do not have regular access to computers or prefer to access the internet via their mobile devices. Our mobile products also improve user experience by enabling frequent visits and offering unique services such as location-based positions search and real-time recommendations and notifications. Through our deep engagement with our users, we are able to best match them with the most relevant job opportunities. Our innovative “search, match and recommend” technology enables us to connect our users with the most relevant career opportunities in a fast and effective way. According to the iResearch Survey, 36.6% of the survey participants successfully found a job on our website, the highest percentage among all career-related services websites covered by the iResearch Survey. We also offer additional career-related services that supplement our recruitment services, assist in better matching users with the most relevant job opportunities, and provide us with attractive revenue opportunities.

Highly recognized brand among users

We continually build and improve our brand by delivering meaningful outcomes for users through facilitating the effective matching of users with the most relevant opportunities. Our established “Zhaopin” brand drives strong word-of-mouth referrals and helps us enter new markets or promote new products and services.

We rank first among career-focused websites in China according to the Internet Society of China, based on weighted indicators of total revenue, internet traffic and website response time. We are the most well-known

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destination for career opportunities in China and our website is the most frequently used website for job-search in China, according to the iResearch Public Data. In February 2014, we were also ranked first in the iResearch Survey in the following categories: “most trustworthy information,” “most helpful career advancement website,” “most comprehensive career management services,” “most effective in finding the right job” and “most able to satisfy job seekers’ needs” in China.

As a way of elevating our profile and promoting our brand, we have co-sponsored the China Best Employers Award for the past decade, which surveys and ranks employers in China. At each year’s ceremony, we facilitate events such as panel discussions with award winners moderated by our chief executive officer, which greatly enhances our brand awareness. Our sustained commitment to social responsibility also contributes to a stronger brand. For example, we worked with CCTV on a nationwide “Find a Job” public service campaign to help college graduates look for jobs in June and July 2013. In addition, we take our social responsibilities seriously and strive to contribute to the society, such as providing recruitment services for the disabled.

Large and diversified customer base; nationwide sales and customer services network

We serve approximately 226,000 customers, including multinational corporations, small and medium-sized enterprises and state-owned entities. We are particularly focused on industries with significant growth potential and strong ongoing hiring needs, such as real estate, financial services, automotive, education and training and information technology industries. We serve a wide variety of customer needs including traditional domestic recruitment, returnee placement and overseas recruitment in support of international expansion of our China-based customers.

Our growth is supported by our nationwide sales and customer services network. We have a large sales and customer service team with strong recruitment and human resources expertise, local market knowledge and deep understanding of industry verticals to assist us in best serving our customers’ needs. We have also adopted a merit-based compensation system based on a set of performance indicators, such as total revenue generated and number of unique customers acquired and retained, to provide incentives for our sales team to deliver excellent performance. As of December 31, 2013, we employed more than 2,000 sales and account management representatives located in 32 regional offices across China and our headquarter and call center in Beijing. We also use our Beijing call center to acquire and serve customers located in cities where we do not have an office. Our nationwide sales footprint enables us to develop business relationships with customers in targeted local markets and better understand their needs.

Scalable business model with high operating and capital efficiency

Our online focused business model is scalable with high operating and capital efficiency. Our online platform can handle large volumes of additional traffic and business transactions without significant incremental capital expenditures by us. Unlike traditional recruitment businesses, customers and users can add job postings and resumes to our online platform conveniently on a “self-service” basis, thus reducing the need for manual processing and consequently lowering the incremental costs of serving an increasing number of customers and users. Our online recruitment business accounted for 84.3% of our total revenues in both fiscal years ended June 30, 2012 and 2013 and 79.4% of our total revenues in the six months ended December 31, 2013. Despite the increase in our total revenues as a result of our established market position and strong brand, our capital expenditures as a percentage of net revenues decreased from 3.2% to 2.1% in the fiscal years ended June 30, 2012 and 2013 and to 2.7% in the six months ended December 31, 2013.

Highly experienced management team backed by a strategic investor with deep industry experience

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services market, and substantial experience in international companies. Furthermore, we receive strong support from SEEK, Australia and New Zealand’s leading employment website, which also has substantial investments in online recruitment services companies in many regions and countries across Asia, Africa, Mexico and Brazil. SEEK has deep experience in both Australia and globally in developing online employment marketplaces and has developed unique intellectual property and insights to deal with evolving competitive landscapes as well as strategies to assist in growth and expansion. SEEK provides guidance both through our board of directors and dedicated operational resources across areas such as business strategy development, sales and operations, product development and website design and enhancement.

Our Strategies

We aspire to become the largest and most effective career platform in China for users to find relevant job opportunities to progress their career and for customers to find right talents.

To achieve our goals, we plan to pursue the following strategies:

Attract and retain more users through branding and enhanced user experience

We strive to become the destination of choice for educated and skilled users in China and we believe that a key driver in attracting and retaining users is brand awareness and brand loyalty. We plan to improve our brand awareness through targeted marketing campaigns, with a particular focus on social media and career show sponsorship. We will also continue to explore other marketing channels to further enhance our brand awareness.

We plan to further improve the functionality and user experience of our website and evolve our product and technology to deliver better outcomes to our users. This in turn will build brand loyalty and word-of-mouth promotion. We intend to focus on capturing more career-related data such as user’s career interests, education and professional background and user search behavior and then analyze these data to better optimize our search and matching algorithms as well as our job recommendation services so that our users remain informed of opportunities without the need for active searches. We believe this will help maintain engagement of both passive and active job seekers.

Acquire and retain more customers

We plan to acquire and retain more customers through geographic expansion, increased SME penetration, targeted industries penetration and brand loyalty enhancement.

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Geographic expansion. We plan to expand our service offerings to more cities in China, especially in areas outside of tier-one and tier-two cities. In doing so, we will take advantage of our past experience in penetrating new markets, and the operating leverage we have through our significant nationwide footprint of localized sales teams with deep knowledge in targeted industries and recruitment and human resources related expertise.

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Customer base growth. We plan to grow our principal customer base to include an increasing number of small and medium-sized enterprises, which we believe present significant growth opportunities. Our Zhilian iPin product offers flexible pricing with higher levels of customer self-service, which we believe addresses the unique needs of small and medium-sized enterprises, who would otherwise recruit through traditional offline channels given their limited and sporadic hiring needs and sensitivity to price. We believe we will be able to attract more SME customers with products like Zhilian iPin.

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Targeted industries penetration. We intend to acquire new customers from key industry verticals where we are already well established, such as real estate, finance, high-tech, and automotive. We also plan to acquire customers from targeted industry verticals which we have not yet fully penetrated by focusing on delivering customized solutions and services to meet the needs of these customers.

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Customer retention and loyalty. We plan to continue to build customer loyalty by providing key account services to customers who tend to have more sophisticated and industry-specific needs. Our deep

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understanding about the recruitment and career-related services market combined with our search and matching algorithms could help our customers more effectively identify candidates both in China and from overseas. By improving customer satisfaction, we believe we will further build brand loyalty and increase repeat usage of our website.

Continue to pursue our mobile strategies

We intend to continue to improve our mobile site and applications for mobile devices to attract new users and deepen user engagement. We plan to further promote our mobile platform, which enables on-going connectivity so that our users can access our products and services more frequently and conveniently. At the same time, we intend to take advantage of the real time job recommendations function on mobile devices to deepen user engagement. In addition, we plan to capitalize on our mobile platform to better penetrate areas outside of tier-one and two cities, where people do not generally have regular access to personal computers, but often have mobile devices with internet connections.

We believe we will also greatly benefit from our continued pursuit of our mobile strategies by deepening our understanding of user needs. Mobile users tend to generate extensive user data as a result of the convenience of our mobile site and applications. We plan to gather and analyze data generated from location based searches and interactions on social media, which are not available on our website platform, to gain valuable insights into user behaviors. We believe we can enhance user experience with more comprehensive understanding of their needs.

Expand our product offerings

We intend to leverage our platform and expand our offerings for both users and customers. For example, we launched our overseas recruitment services in the third quarter of 2013, which focus on helping our China-based customers target, attract and recruit job candidates with overseas educational background and work experience. We have also introduced learning products in cooperation with the Ministry of Labor of China, targeting human resources professionals to provide them with knowledge and qualifications to advance their careers. In addition, we have leveraged our sophisticated user database to provide database marketing services to tutoring and vocational training companies for conducting targeted marketing activities. For users, we will continue to enhance our core “search, match and recommend” technologies, which have enabled users to find relevant career opportunities in a more efficient and effective manner. We believe that extending the breadth and depth of our product portfolio not only provides additional revenue streams but also deepens ongoing user and customer engagement which will build loyalty over time and strengthen our platform.

Pursue strategic investment and acquisition opportunities

In addition to growing our business through internal initiatives, we may pursue strategic alliances and potential strategic acquisitions that are complementary to our business and operations, including opportunities that can help us expand our geographic coverage within China, further diversify our product offerings and further improve our services across various industry verticals and user segments.

Our Services for Customers

Our customers are predominantly employers, from whom we derive substantially all of our revenues. Our customers include multinational corporations, small and medium-sized enterprises and state-owned entities. Our customers are located in capital cities and coastal metropolitan areas in China as well as areas outside of tier-one and two cities and represent industries with high demand for white-collar workers. We served approximately 250,000 and 226,000 unique customers in the fiscal year ended June 30, 2013 and the six months ended December 31, 2013, respectively. During each of the fiscal years ended June 30, 2012 and 2013 and the six months ended December 31, 2013, no single customer accounted for more than 1% of our total revenues.

By leveraging our large and fast-growing user base, we provide a broad range of products and services for our customers.

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Online Recruitment Services

Our online recruitment services are delivered mainly through our zhaopin.com website and primarily include recruitment advertisements, such as classified job postings and display advertisements, resume access services and other online recruitment services.

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Classified Job Postings. We classify job openings into different categories, such as by job location, title, or industry. Users can browse for job openings using these classifications or search for job openings by keywords encoded into such advertisement. As with display advertisements, customers enter into contracts with us to post job openings, the price of which is based on the duration of the contracts, the number of job postings and the number of accessible resumes.

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Display Advertisements. Our display advertisements are primarily delivered in different sizes of graphic banners, buttons and text links on our home page or on pages within certain channels, which represent particular cities and industries. Display advertisements are often used by customers to enhance their brand recognition among users. Customers enter into contracts with us for display advertisements, the price of which are based on the applicable display period, which typically ranges from one week to three months, the size of the advertisements and the location where the advertisements are displayed.

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Resume Access. Customers may search our large resume database and download those resumes they are interested in for further evaluation and contact.

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Zhilian iPin is an online recruitment platform through which customers may register with us and post job openings for a one-time fee. After we review and approve the job postings, our users may send their resumes directly to our customers via our Zhilian iPin platform. As compared to our other products, our Zhilian iPin services are generally lower priced and often used by small to medium-sized enterprises.

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Mobile Applications. We have launched mobile applications in order to further enhance the job search experience of our users. Our mobile applications are free to download, and are available on platforms including iOS and Android. Our mobile applications offer substantially all features and functions available on our website in a format more suited for mobile devices. We integrated location-based services, which allow our users to search for job opportunities that are close to them. With users’ permission, our intelligent job-recommending engine can send them push notifications when desirable employment opportunities become available.

Most customers purchase our products and services in packages, which have contributed to a large portion of our revenues to date. Customers can access our display advertisement services through our Recruiter’s Desk platform and use our human resources tools. Recruiter’s Desk is our recruitment management software, which allows our customers to post job openings online, search our resume database, update recruitment advertisements, select and track resumes or otherwise manage the recruitment process with the assistance of human resources tools. Our Recruiter’s Desk platform comes in both comprehensive and simplified versions. In addition, we provide Recruiting Companion, a value-added service that includes resume screening, interviews, recruitment analysis and strategy, online and offline job postings, detailed day-to-day execution of recruitment plans and candidate recruitment on behalf of our customers.

Our contract terms typically require customers to pay us the full price for all services purchased within five days of entering into a contract for online recruitment services, although we may offer credit terms to selected customers on a case-by-case basis.

Campus Recruitment Services

We provide campus recruitment services to our customers seeking to recruit university students, including selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with potential candidates. Customers purchase our campus recruitment services through contracts. Our contracts typically require customers to make up front payments upon signing the contract and to

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make the remaining payment when we complete the campus recruitment activities within a specified period. To provide campus recruitment services, we engage third-party vendors to provide certain services, such as poster design and printing, site rental, student interviews and examination, on a contractual basis. Costs of such third-party services vary from city to city and from customer to customer, due to different employer requirements, our negotiation position and other conditions.

In addition, we work with the career offices of our university customers to provide on-going career-related services to their students, including career path design and resume and interview workshops, throughout the duration of their academic programs.

Assessment Services

We provide both online and offline assessment services to assist customers in evaluating capabilities and dispositions of their job candidates and existing employees. Online assessment services are provided through an online assessment platform. Customers are granted with access to the online assessment with a predetermined service fulfillment period, which normally ranges from three months to one year. Offline assessment services include planning, organizing assessment events, and summarizing assessment results.

Other Human Resources Related Services

We also provide value-added recruitment services to employers, including:

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Executive Search. We provide executive search services typically to employers seeking to fill mid-level professional, managerial and junior executive positions. Our fees are typically 20% to 30% of a candidate’s annual compensation. We also provide executive search on a retainer basis. In the event that a candidate resigns or is terminated prior to the end of the contractual probation period, we are usually obligated to search for a replacement at no additional fee until achieving successful employment beyond the probation period. Over the years, we have developed our own resume and job opening database for our executive search services. Unlike the database for our online recruitment services, job openings in our executive search database are not available to the general public.

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High-end Employment. In October 2013, we launched Highpin, www.highpin.cn, which targets the high-end employment market. On “highpin”, we only post employment positions with annual salaries of RMB100,000 or more, covering industries including information technology, financial services, real estate, automotive and consumer products. Highpin attracts individual recruiters to recommend high-end job opportunities to potential candidates who typically hold professional or managerial positions. These job opportunities attract a large number of high-end users to create professional profiles on our platform, which are accessible by recruiters and employers. Highpin focuses on providing different products and services to recruiters, job seekers and employers, including personalized job position recommendation, profile evaluation, rating system, resume and job posting management and job search. We believe the high-end employment market in China has significant growth potential, and we can capitalize on our experience to tap into the high-end market. In order to build a large user and customer base and establish the brand name for Highpin, we plan to promote Highpin separately and charge relatively lower fees for a period of time.

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Other Value-Added Services. Our other value-added services include print advertising, corporate training and publishing research reports on salary and compensation and job search trends as well as other useful information tailored for human resources professionals.

Our Services for Users

The majority of our services provided to our users are free. Users can post their resumes for free on our website and search job postings using keywords or based on a number of criteria, including city of employment, industry, job function, job title and job posting date. As of March 31, 2014, we had 56.9 million completed

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resumes in our database with more than 24,000 new completed resumes added to our database on average on a daily basis for the six months ended December 31, 2013. We regularly update our website with relevant career management content relating to topics such as job searching, training and salary advice, which helps attract more users to visit our platform and upload their resumes.

Services we currently provide to users include:

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tips on preparing and updating resumes at our resume center at my.zhaopin.com;

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information available on our mobile applications and our high-end job site, www.highpin.cn;

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short message services, which provide users with interview reminders and job openings through their mobile phones for a fee; and

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interview tips, research reports on job search trends and compensation, which is available at weibo.com, the increasingly popular Chinese social networking service provider that is similar to Twitter and operated by Sina Corporation.

We strive to provide up-to-date information to our users. To ensure job postings are current and up to date, we systematically remove job postings posted by customers whose contracts with us have expired. We also regularly remove from our website job postings that we determine to be disingenuous or illegitimate based on user complaints. We believe we are in compliance with the applicable PRC laws and regulations on data protection. Our internal policy requires our employees not to disclose personal data of any user to any third party without such user’s consent, except as required by applicable law.

Sales and Marketing

Sales and Support

We rely on our large sales team of more than 2,000 sales and account management representatives to sell our products and services through a nationwide sales office network spanning 33 cities across China as of December 31, 2013. Our team is equipped with specialized human resources expertise and knowledge in different industry verticals, particularly the real estate, financial services, automotive, education and training and information technology industries. Such expertise and knowledge helps our sales personnel understand customer needs and assist them in developing their recruitment strategies. We operate a call center in Beijing, which provides customer support services and reaches out to potential customers, including those located in cities where we do not already have an office. This sales structure allows us to quickly expand into new markets, in particular, areas outside of tier-one and two cities.

We adopt a merit-based compensation system for our sales team, which incentivizes our sales team to deliver superior performances. The compensation for our sales personnel includes base salary and merit-based incentives that are based on a set of performance indicator, such as total revenue generated and numbers of unique customer accounts acquired and retained, to provide incentives for our sales team to deliver excellent performance. We provide regular in-house and external education and training to our sales team to improve their sales skills, industry knowledge and understanding of our products and services.

Branding and Marketing

We believe brand recognition is important to our ability to attract users. Since our establishment in 1994, we have developed one of the most recognized brands in the online recruitment services market in China, according to the iResearch Survey. We believe our leading brand and market position in China’s online recruitment sector provides us with a competitive advantage in attracting more job seekers and employers and strengthening our brand affinity, which serves as an entry barrier for potential competitors.

We have engaged in both online and offline marketing activities to promote our brand, including search engine marketing, display advertisements and sponsoring TV programs on job search and career management.

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For example, we sponsored career-themed reality TV shows, which have helped establish our credibility in the recruitment services market. We also sponsored a nationwide “Find a Job” public service campaign with CCTV to help college graduates look for jobs in June and July 2013. In addition, we take our social responsibilities seriously and strive to contribute to the society, such as providing recruitment services for the disabled.

We are committed to continuously improving the quality of our services, because we believe satisfied users and customers are more likely to recommend our services to others, making it more difficult for competitors to replicate our success. We also plan to continue to segment our market in different dimensions, such as market size and our competitive position in the local markets, which we believe will allow us to adopt different marketing strategies that are tailored specifically for each segment, lower the overall costs of user acquisition and retention, and increase our market share.

Competition

We face competition in our various lines of services from direct competitors such as 51job.com, as well as from local job-search websites. Other large internet companies, social networking services websites and generalist classified advertisement websites have also entered the market for online recruitment services. In addition, we face competition from professional networking websites and existing participants in the offline recruitment industry who may develop online recruitment services and products.

Although the barriers to entry for establishing many types of internet-based businesses are low, we believe that certain key features in our online recruitment business, together with our scale and market position in China, make it difficult for competitors to grow quickly and compete successfully against us. Specifically, we believe that our brand name in China’s online recruitment industry, the size and growth rate of our databases of job seekers and job postings, our customer relationships and in-depth knowledge of the online recruitment sector and our ability to offer a variety of complementary, value-added services to customers provide us with significant advantages over our competitors.

Product Development

As of December 31, 2013, our services were supported and enhanced by a team of 162 experienced and dedicated product development employees, including many with in-depth knowledge of information technologies and online recruitment. Our product development team is responsible for product innovation, user experience improvements, search engine optimization, recruitment website or web page design for customers and display advertisements. We have been able to develop innovative and effective products and services to meet the evolving needs of customers and users, and we plan to continue to strengthen our product development function.

Technology and Intellectual Property

We own the domain names, copyrights, trademarks and other intellectual property in relation to the design and content of our website, other than advertisements, trademarks and other intellectual properties provided by customers. We rely on trademark, copyright, patent and trade secret laws, and confidentiality and non-competition agreements entered into with relevant third parties to protect our intellectual property rights.

As of the date of this prospectus, we hold 61 registered trademarks and 32 computer software copyrights in China. We have registered seven domain names, including our main website domain name zhaopin.com.

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Employees

As of December 31, 2012 and 2013, we had a total of 3,173 and 3,491 employees, respectively. The following table sets forth the number of employees as of December 31, 2013.


	Number of Employees		% of Total
Sales and Account Management		2,002		57.3	%
Operations and Customer Services		558		16.0	%
General and Administrative		367		10.5	%
Research, Product Development and Information Technology		298		8.5	%
Executive Search		111		3.2	%
Campus Recruitment		81		2.3	%
Marketing		74		2.1	%

Total		3,491		100.0	%

Among our 3,491 employees as of December 31, 2013, we had 1,035 employees located in Beijing and the remaining located in other cities in China.

We plan to hire additional employees as we expand our business. We believe that we have maintained and will continue to maintain a good working relationship with our employees and we have not experienced any material labor disputes.

We are required under PRC laws and regulations to participate in a government mandated defined contribution plan for our full-time employees, pursuant to which we provide social welfare benefits, such as pension, medical care, unemployment insurance and employee housing fund.

Facilities

Our principal executive offices are located in Beijing and we conduct our business through regional offices located in 32 cities across China. We currently lease approximately 40,450 square meters of office space. We have satisfactory leaseholds for our headquarters in Beijing, where most of our employees are located, but some of our leased properties outside Beijing may be defective. See “Risk Factors—Risk Factors Related to Our Businesses and Industry—Some of our leased property interests may be defective and we may be forced to relocate operations affected by such defects, which could cause significant disruption to our business.”

Legal Proceedings

As of the date of this prospectus and to our knowledge, we are not subject to any material legal proceeding, regulatory inquiry, investigation or sanction that is likely to have a material adverse effect on our business, cash flows, financial condition or results of operation. From time to time, we may become subject to legal actions, investigations and claims incidental to the conduct of our business.

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REGULATION

This section summarizes the principal current PRC laws and regulations relevant to our business and operations.

Regulation Relating to Human Resources Services

The principal regulation governing ownership of human resources services companies in China is the Interim Regulations on the Administration of China-Foreign Equity Joint Venture as Human Resources Agencies, jointly promulgated by the PRC Ministry of Personnel (which has been reorganized into the PRC Ministry of Human Resources and Social Security), the PRC Ministry of Commerce, or MOFCOM, and the PRC State Administration for Industry and Commerce, or SAIC, in September 2003, and amended in May 2005. Under this regulation, the percentage of foreign ownership of the equity interest of a foreign-invested human resources services company cannot be less than 25% or more than 49%, unless the foreign investor is from the Hong Kong Special Administrative Region of the PRC or the Macao Special Administrative Region of the PRC, in which case foreign ownership of up to 70% of the equity interest is permitted.

On November 16, 2007, the PRC Ministry of Personnel, MOFCOM and SAIC jointly promulgated the supplementary provisions of the Interim Regulations on the Administration of China-Foreign Equity Joint Venture as Human Resources Agencies. According to the supplementary provisions, there are no restrictions on the percentage of foreign ownership on the investors from the Hong Kong Special Administrative Region of the PRC or the Macao Special Administrative Region of the PRC. Investors from the Hong Kong Special Administrative Region of the PRC and the Macao Special Administrative Region of the PRC are permitted to own 100% of the equity interest in a foreign-invested human resources agency.

Human resources services companies in China are mainly regulated by the Ministry of Human Resources and Social Security of the PRC. The principal regulation applicable to human resources services companies is the Regulations on Administration of Human Resource Markets, jointly promulgated by the PRC Ministry of Personnel and SAIC on September 11, 2001 and amended on March 22, 2005. Under this regulation, any entity providing human resource services in China must obtain a human resources services license from the local Administration of Personnel.

We have been advised by Commerce & Finance Law Offices, our PRC legal counsel, that we may continue to operate our human resources related services through Beijing Wangpin, our joint venture, under the current equity structure because Beijing Wangpin was set up in 2000 when there was no limitation on the percentage of foreign investment and received its human resources services license prior to 2003. The current human resources services license is valid for three years and will not expire until March 31, 2016 and may be subsequently renewed with the relevant authorities.

Regulation Relating to Advertising Business

Foreign Ownership in Advertisement Business

The principal regulations governing foreign ownership in advertising businesses in China include:

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The Foreign Investment Industrial Guidance Catalog;

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The Administrative Regulations on Foreign-Invested Advertising Enterprises; and

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The Circular Regarding Investment in the Advertising Industry by Foreign Investors through Equity Acquisition.

These regulations allow foreign entities with a minimum track record of two years in the advertising industry outside China to conduct advertising business in China by entering into joint ventures with PRC persons. In addition, since December 2005, foreign investors with a minimum track record of three years in the

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advertising industry outside China are permitted to directly own a 100% interest in advertising companies in China. PRC laws, rules and regulations do not permit the transfer of any approvals or licenses, including business licenses containing a scope of business that permits engagement in the advertising business.

Business License for Advertising Companies

The principal regulations governing advertising in China include:

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The Advertising Law;

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The Administration of Advertising Regulations; and

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The Implementation Rules for the Administration of Advertising Regulations.

These regulations stipulate that companies that engage in advertising activities in China must obtain from SAIC or its local branches a business license which specifically includes operating an advertising business within its business scope. Further, the PRC advertising laws and regulations set forth certain requirements for advertisements in China, including among other things, prohibitions on false or misleading content, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisers, advertising agencies and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute is true and in full compliance with the applicable PRC laws and regulations. In providing advertising services, advertising operators and advertising distributors must review the supporting documents provided by advertisers for all advertisements and verify that such screening has been performed and that approval has been obtained. Furthermore, there are no implementing rules or official interpretations on how the truth and accuracy of advertisements are determined, and such a determination is at the sole discretion of the relevant local counterparts of SAIC. This results in uncertainty in the application of these laws and regulations. In the event of any violation, advertising operators and advertising distributors may all be subject to penalties, including but not limited to, fines, confiscation of advertising incomes, orders to cease dissemination of advertisements, suspension of business for rectification or even the revocation of the business license or advertising operating license. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation of illegal revenues and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation.

As of the date of this prospectus, we have four subsidiaries and consolidated affiliated entities engaging in advertising business, each of which has obtained from SAIC or its local branches a business license that specifically includes operating an advertising business within its business scope. These entities are: Harbin Zhilian Wangcai Advertising Co., Ltd., Shenyang Zhilian Wangpin Advertising Co., Ltd., Beijing Zhilian Sanke Human Resources Service Co., Ltd., and Guangdong Zhilian Cultural & Media Co., Ltd.

Regulation Relating to Value-Added Telecommunications Services

Restrictions on Foreign Ownership in Value-Added Telecommunications Services

The PRC Telecommunications Regulations implemented on September 25, 2000 set out a regulatory framework for telecommunications services providers in China. The Telecommunications Regulations require telecommunications services providers to obtain an operating license prior to the commencement of their operations. The Telecommunications Regulations categorize telecommunications services into basic telecommunications services and value-added telecommunications services. According to the Catalog of Telecommunications Business attached to the Telecommunications Regulations, information services provided via a fixed network, a mobile network or the internet are value-added telecommunications services.

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telecommunications enterprises in China to be established as Sino-foreign equity joint ventures. In addition, pursuant to the FITE Regulations and the relevant WTO agreements, foreign investors in a foreign-invested telecommunications enterprise engaging in value-added telecommunications services may hold up to 50% of the equity interest of such enterprise. The relevant rules do not impose geographic restrictions on the operations of a foreign-invested telecommunications enterprise.

However, for a foreign investor to hold any equity interest in a value-added telecommunications business in China, it must satisfy a number of stringent performance and operational experience requirements, including demonstrating a track record and experience in operating a value-added telecommunications business overseas. Moreover, foreign investors that meet these requirements must obtain approvals from the Ministry of Industry and Information Technology, or the MIIT (formerly known as Ministry of Information Technology) and MOFCOM or their authorized local counterparts, which retain considerable discretion in granting approvals.

In July 2006, MIIT publicly released the Notice on Strengthening the Administration of Foreign Investment in Operating Value-added Telecommunications Business, or the MIIT Notice, which reiterates certain provisions under the 2002 Administrative Rules on Foreign-invested Telecommunications Enterprises. According to the MIIT Notice, if any foreign investor intends to invest in a PRC telecommunications business, a foreign-invested telecommunications enterprise must be established and such enterprise must apply for the relevant telecommunications business licenses. Under the MIIT Notice, domestic telecommunications enterprises may not rent, transfer or sell a telecommunications license to foreign investors in any form, nor may they provide any resources, premises, facilities and other assistance in any form to foreign investors for their illegal operation of any telecommunications business in China. It also requires the domain names and trademarks used by any value-added telecommunications service providers to be held by either the holder of the ICP license or the shareholder of the ICP license holding entity.

To comply with these PRC laws and regulations, we operate our value-added telecommunications business through Zhilian Sanke, which holds an ICP license to operate our value-added telecommunications business. Zhilian Sanke also owns the domain names necessary to conduct our operations in China. All of our 14 trademarks necessary for our value-added telecommunication business are jointly held by Zhilian Sanke and Beijing Wangpin. We have fully complied with the MIIT Notice.

Internet Content Services

On September 25, 2000, the State Council promulgated the Administrative Measures on Internet Information Services, or the Internet Measures. According to the Internet Measures, commercial operators of the internet information services in China must obtain a value-added telecommunications license, or ICP license, from the relevant government authorities. If a commercial operator of internet information services fails to obtain an ICP license, the competent PRC regulatory authorities may levy fines, confiscate its income or even block its website. In addition, a commercial operator of internet information services must conduct its business in accordance with the detailed specifications provided in its ICP license. The ICP license is subject to annual review and the results of such review will be notified to SAIC or its local counterparts and become public information. After the ICP license is granted, such commercial operator of internet information services should display the number of such license in a conspicuous place on the homepage of its website and closely monitor its website in order to remove content that might be deemed “harmful.”

Currently, Zhilian Sanke holds an ICP license and has successfully renewed its license for a term ending March 6, 2016, subject to annual review.

National security considerations are an important factor in the regulation of internet content in China. The National People’s Congress, the PRC’s national legislature, has enacted laws with respect to maintaining the security of internet operations and internet content. According to these laws, as well as the Internet Measures, violators may be subject to penalties, including criminal sanctions, for internet content that:

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opposes the fundamental principles stated in the PRC Constitution;

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compromises national security, divulges state secrets, subverts state power or damages national unity;

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harms the dignity or interests of the state;

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incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

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undermines the PRC’s religious policy or propagates heretical doctrines of cults or feudal superstitions;

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disseminates rumors, disturbs social order or disrupts social stability;

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disseminates obscenity or pornography, encourages gambling, violence, murder or terrorism or incites the commission of a crime;

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insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

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is otherwise prohibited by law or administrative regulations.

To the extent allowed under the PRC laws and regulations, we provide services through our wholly-owned subsidiaries in China, i.e., Zhilian Wangpin and Zhilian Yipin. The business scope set forth in the business license of Zhilian Wangpin includes research and development of internet technology and computer software; technology consulting, technical services and technology transfer, computer technology training; and sale of self-manufactured products. The business scope set forth in the business license of Zhilian Yipin includes research and development of internet technology and computer software; production of computer software; technology consulting and technical services, technology transfer; computer technology training; and sale of self-manufactured products.

Information Security

According to the Decision of the Standing Committee of the National People’s Congress on Maintaining Internet Security, the following actions may be regarded as violations of laws and are subject to penalties, including criminal sanctions: (i) breaking into a computer or a system of strategic importance; (ii) disseminating politically disruptive information; (iii) leaking state secrets; (iv) spreading false commercial information; or (v) infringing intellectual property rights.

In addition, the PRC Ministry of Public Security, or the MPS, promulgated measures on December 16, 1997 that prohibit the use of the internet in ways which, among other things, result in a leakage of national secrets or the distribution of socially destabilizing content. On December 13, 2005, the MPS promulgated Provisions on Technological Measures for Internet Security Protection, or the Internet Protection Measures, which require all ICPs to keep records of certain information about its users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations. The ICPs must regularly update information security and censorship systems for their websites with local public security authorities, and must also report any public dissemination of prohibited content. If the ICPs violate these measures, the PRC government may revoke its ICP license and shut down its websites. In addition, the PRC State Secrecy Bureau has issued provisions authorizing the blocking of access to any website it deems to be leaking national secrets or failing to comply with the relevant legislation regarding the protection of state secrets.

To comply with these PRC laws and regulations, we have adopted internal procedures to monitor the content displayed on our website. However, due to the potentially significant amount of content to be posted or uploaded by our users, we may not be able to identify all the illegal or inappropriate content that may violate relevant laws and regulations. User-generated content displayed on our website may be found objectionable by PRC regulatory authorities and may subject us to penalties and other administrative actions.

Regulations on Broadcasting Audio/Video Programs through the Internet

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Networks, or the A/V Broadcasting Rules. The A/V Broadcasting Rules apply to the launch, broadcasting, aggregation, transmission or download of audio/video programs via televisions, mobile phones and the internet and other information networks. Anyone who wishes to engage in internet broadcasting activities must first obtain an audio/video program transmission license, with a term of two years, issued by SARFT and operate pursuant to the scope as provided in such license. Foreign invested enterprises are not allowed to engage in the above business.

On April 13, 2005, the State Council announced Several Decisions on Investment by Non-state-owned Companies in Culture-related Business in China. These decisions encourage and support non-state-owned companies to enter certain culture-related business in China, subject to restrictions and prohibitions for investment in audio/video broadcasting, website news and certain other businesses by non-state-owned companies. These decisions authorize SARFT, the Ministry of Culture and the General Administration of Press and Publication to adopt detailed implementation rules according to these decisions.

On December 20, 2007, SARFT and MIIT jointly issued the Rules for the Administration of Internet Audio and Video Program Services, commonly known as Circular 56, which came into effect as of January 31, 2008. Circular 56 reiterates the requirement set forth in the A/V Broadcasting Rules that online audio/video service providers must obtain a license from SARFT. Furthermore, Circular 56 requires all online audio/video service providers to be either wholly state-owned or state-controlled. According to relevant official answers to press questions published on SARFT’s website, dated February 3, 2008, officials from SARFT and MIIT clarified that online audio/video service providers that already had been operating lawfully prior to the issuance of Circular 56 may re-register and continue to operate without becoming state-owned or controlled, provided that such providers have not engaged in any unlawful activities. This exemption will not be granted to online audio/video service providers established after Circular 56 was issued. Such policies have been reflected in the Application Procedure for Audio/Video Program Transmission License.

Currently audio and video content accessible from our website is hosted on, and delivered through, a third-party website, which has an internet audio/video program transmission license. If this business arrangement is challenged by the PRC government, we may need to apply for the internet audio/video program transmission license. We may not be able to obtain such license in a timely manner or at all.

Regulations Relating to Intellectual Property Rights

China has adopted comprehensive legislation governing intellectual property rights, including trademarks, patents and copyrights. China has adhered to the main international conventions on intellectual property rights and has become a member of the Agreement on Trade Related Aspects of Intellectual Property Rights upon its accession to the World Trade Organization, or WTO, in December 2001.

China amended its Copyright Law in 2001 to widen the scope of works that are eligible for copyright protection. The amended Copyright Law extends copyright protection to cover internet activities and products disseminated over the internet. Copyrighted software is protected under the Copyright Law and other regulations. In addition, there is a voluntary registration system administered by the China Copyright Protection Center. In 2010, China amended its Copyright Law and the copyright administration department of the Central People’s Government of the People’s Republic of China is responsible for registration of copyright pledge.

Registered trademarks are protected under the Trademark Law adopted in 1982 and revised in 2001. Trademarks can be registered with the Trademark Office of SAIC for renewable ten year periods. Trademark license agreements are required to be filed with the Trademark Office of SAIC for the record.

Domain name disputes are governed by the Measures on Domain Name Dispute Resolution implemented by the Chinese Internet Network Information Center, or the CNNIC, on March 17, 2006, as amended in May 2012, under which the CNNIC can authorize domain name dispute resolution institutions to decide disputes.

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Regulations Relating to Privacy and Data Protection

Certain data and services collected, provided or used by us or provided to and used by us or our users are currently subject to regulation in certain jurisdictions, including China. The PRC Constitution states that PRC law protects the freedom and privacy of communications of citizens and prohibits infringement of such rights. In recent years, PRC government authorities have enacted legislation on service providers’ use to protect personal information from any unauthorized disclosure.

The PRC law does not prohibit service providers from collecting and analyzing personal information from their users or customers. However, the PRC Telecommunications Regulations, in general, prohibit any organization or individual from using the telecommunication network to insult or slander a third party or infringe the lawful rights and interests of a third party. In addition, under Amendment 7 to the PRC Criminal Law, service providers are prohibited from selling or otherwise illegally disclosing clients’ personal information to a third party.

Furthermore, under the Internet Measures, internet content service providers are prohibited from producing, copying, publishing or distributing information that is humiliating or slanderous to others or that trespasses the lawful rights and interests of others. Depending on the nature of their violation, internet content providers that violate this provision may face criminal charges or be sanctioned by security authorities. In addition, they may be ordered to temporarily suspend their service or their licenses may be revoked. The PRC government retains the power and authority to order internet content providers to turn over personal information of internet users in government investigations.

On December 28, 2012, the Standing Committee of the National People’s Congress enacted the Decision to Enhance the Protection of Network Information, or the Information Protection Decision, to further enhance the protection of users’ personal information in electronic form. The Information Protection Decision provides that internet content providers, or ICPs, must expressly inform their users of the purpose, manner and scope of the collection and use of users’ personal information by internet information services providers, and collect and use users’ personal information only with the consent of the users and only within the scope of such consent. The Information Protection Decision also mandates that ICPs and their employees must keep strictly confidential users’ personal information that ICPs collect, and that ICPs must take such technical and other measures as are necessary to safeguard the information against disclosure, damages and loss. Compliance with current regulations and regulations that may come into effect in these areas may increase our expenses related to regulatory compliance, which could have a material adverse effect on our financial condition and operating results.

Regulation of Foreign Currency Exchange and Dividend Distribution

Foreign Currency Exchange

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, as amended in August 2008. Under the Regulations, Renminbi are freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. In order to convert Renminbi for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, the prior approval of, and/or registration with, State Administration of Foreign Exchange, or SAFE or other relevant PRC governmental authorities, are required.

On August 29, 2008, SAFE promulgated Circular 142, which regulates the purposes for which foreign-invested companies may convert foreign currency into Renminbi. The notice requires that the registered capital of a foreign-invested company settled in Renminbi converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and may not be used for equity investments in the PRC. In addition, foreign-invested companies may not change how they use such capital

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without SAFE’s approval, and may not in any case use such capital to repay RMB loans if they have not used the proceeds of such loans. Violations of Circular 142 can result in severe penalties, including heavy fines. Furthermore, SAFE promulgated a circular on November 9, 2010, or Circular 59, which requires the authenticity of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner described in the offering documents. In addition, to strengthen Circular 142, on November 9, 2011 the SAFE promulgated the Circular on Further Clarifying and Regulating Relevant Issues Concerning the Administration of Foreign Exchange under Capital Account, or Circular 45, which prohibits a foreign invested company from converting its registered capital in foreign exchange currency into RMB for the purpose of making domestic equity investments, granting entrusted loans, repaying inter-company loans, and repaying bank loans that have been transferred to a third party. Circular 142, Circular 59 and Circular 45 may significantly limit our ability to transfer the net proceeds from offerings of our securities or any future offering to our PRC subsidiaries and convert the net proceeds into RMB, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

Dividend Distribution

The principal regulations governing distributions of dividends of foreign holding companies include the Foreign-invested Enterprise Law, enacted in 1986, as amended, and the Administrative Rules under the Foreign-invested Enterprise Law, enacted in 2001.

Under these regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-invested enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, unless these reserves have reached 50% of their registered capital. Sino-foreign equity joint ventures are required to set aside a certain amount of their after-tax profit based on proportions determined by their boards of directors to their reserve funds and enterprise development funds. These reserves are not distributable as cash dividends.

As of June 30, 2013, the registered capital of our wholly foreign-owned subsidiaries were US$26.0 million for Zhilian Wangpin (Beijing) Technology Co., Ltd. and US$20.5 million for Zhilian Yipin (Beijing) Technology Co., Ltd. As of the date of this prospectus, all our wholly foreign-owned subsidiaries have no accumulated profits and therefore are not subject to the statutory reserve fund requirement and have not paid any dividends to Zhaopin Limited. In October 2013, we were paid a cash dividend of RMB224.1 million by Beijing Wangpin, our joint venture.

Circular 75

SAFE issued on October 21, 2005 the Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or Circular 75, which became effective on November 1, 2005, pursuant to which (i) a PRC citizen residing in the PRC or non-PRC citizen primarily residing in the PRC due to his or her economic tie to the PRC, who is referred to as a “PRC resident” in this circular, must register with the local branch of SAFE before he or she establishes or controls an overseas SPV for the purpose of overseas equity financing; (ii) when a PRC resident contributes assets of or equity interests in a domestic enterprise into an overseas SPV, or engages in overseas financing after contributing assets or equity interests into an SPV, such PRC resident must register his or her interest in the SPV and the change thereof with the local branch of SAFE; and (iii) when the SPV undergoes a material event outside of China not involving inbound investments, such as change in share capital, creation of any security interests on its assets or merger and division, the PRC resident shall, within 30 days from the occurrence of such event, register such change with the local branch of SAFE. To further clarify the implementation of Circular 75, SAFE issued several regulations. These regulations require PRC residents to register with local branches of SAFE in connection with their direct or indirect offshore investment activities, and PRC subsidiaries are required to coordinate and supervise such filing and registration. These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.

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Under these foreign exchange regulations, PRC residents who make, or have previously made prior to the implementation of these foreign exchange regulations, direct or indirect investments in SPVs will be required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an SPV is required to update the previously filed registration with the local branch of SAFE to reflect any material change. Moreover, the PRC subsidiaries of that SPV are required to urge the PRC resident shareholders to update their registration with the local branch of SAFE. If any PRC shareholder fails to make the required registration or update the previously filed registration, the PRC subsidiaries of that SPV may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to their SPV parent, and the SPV may also be prohibited from injecting additional capital into its PRC subsidiaries. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liabilities for such PRC subsidiaries under PRC laws for evasion of applicable foreign exchange restrictions.

Furthermore, the responsible persons and other persons in such PRC subsidiaries who are held directly liable for the violations may be subject to administrative sanctions. Failure to comply with the SAFE rules discussed above may result in restrictions on the foreign exchange activities of the onshore company, including restricting its PRC subsidiaries’ ability to pay dividends to, or obtain foreign-denominated loans from, the offshore parent, or prevent the offshore parent from making distributions or paying dividends. PRC residents who control our company from time to time are required to register with SAFE in connection with their investments in us.

Circular 7

On December 25, 2006, the People’s Bank of China issued the Administrative Measures of Foreign Exchange Matters for Individuals, for which SAFE issued implementation rules on January 5, 2007, both of which became effective on February 1, 2007. Under these regulations, all foreign exchange matters involved in employee stock ownership plans, stock option plans or related plans in which onshore individuals participate require the approval of SAFE or its authorized branch. On February 15, 2012, SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or Circular 7. Circular 7 regulates the foreign exchange matters associated with employee stock incentive plans or similar plans permitted under applicable laws and regulations and awards granted under such plans to PRC residents by companies whose shares are listed on offshore stock exchanges.

Pursuant to Circular 7, all PRC residents participating in share incentive plans of offshore listed companies are required to, through their employers, jointly retain qualified PRC agents to register with SAFE. PRC residents include PRC nationals or foreign citizens having been consecutively residing in the PRC for not less than one year who act as directors, supervisors, senior management personnel or other employees of PRC entities affiliated with such offshore listed company. A qualified PRC agent may be a PRC entity involved in the share incentive plan or a PRC institution eligible for assets trusteeship, which is lawfully selected to handle various foreign exchange matters related with share incentive plans and apply annually for a quota for conversion and/or payment of foreign currencies in connection with the PRC residents’ exercise of the employee stock options. The foreign exchange proceeds received by PRC residents from any sale of shares under share incentive plans granted by offshore listed companies must be remitted to bank accounts in China opened by their employers or PRC

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agents. We and our PRC resident employees or other personnel who receive share options will be subject to these regulations when we are listed in the United States. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and other legal or administrative sanctions.

Further, a notice concerning individual income tax on earnings from employee stock options, jointly issued by the Ministry of Finance and the State Administration of Taxation, provides that domestic companies that implement stock option plans shall file the employee stock option plans and other relevant documents to the local tax authorities having jurisdiction over the companies before implementing such plans, and shall file stock option exercise notices and other relevant documents to local tax authorities before exercise by their employees of any stock options.

Regulation of M&A and Overseas Listings

On August 8, 2006, six PRC regulatory agencies, including MOFCOM, the State-owned Assets Supervision and Administration Commission, the State Administration of Taxation, SAIC, the China Securities Regulatory Commission, or the CSRC, and SAFE, jointly issued the M&A Rules, which became effective on September 8, 2006. The M&A Rules, as amended on June 22, 2009, require offshore special purpose vehicles controlled directly or indirectly by PRC companies or individuals and formed for the purpose of listing equity interests in PRC companies on overseas exchanges to obtain the CSRC’s approval prior to such listing.

On September 21, 2006, the CSRC published procedures regarding its approval of overseas listings by special purpose vehicles. The CSRC approval procedures require filing documents with the CSRC and take several months to complete. The application of this PRC regulation remains unclear, with no consensus currently existing among leading PRC law firms regarding the scope of the CSRC approval requirement.

Regulation of Labor Laws and Social Insurance

Under the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract must be executed between an employer and an employee. Labor-related regulations and rules of the PRC also stipulate the maximum number of working hours per day and per week as well as the minimum wage standards. In addition, an employer is required to establish occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, and provide employees with workplace safety training.

An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts and if the employee wants to sign a fixed-term labor contract. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to an annual 5-day paid vacation, those whose service period ranges from 10 to 20 years is entitled to an annual 10-day paid vacation, and those who have served for more than 20 years are entitled to an annual 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall be compensated at three times his normal salaries for each waived vacation day.

Under the Regulations on Work-related Injury Insurance effective in 2004, and the Interim Measures Concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay work-related injury insurance premiums and maternity insurance premiums for their employees. On December 20, 2010, the State Council promulgated the amended Regulation on Work-related Injury Insurance that became effective on January 1, 2011. Employees are entitled to certain treatments under work-related injury insurance

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that are calculated based on the circumstances of the work-related injury. Under the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. Under the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds. On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July 1, 2011. The PRC Social Insurance Law specifies that the PRC establishes a social insurance system including basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance. An employer shall pay the social insurance for its employees in accordance with the rates provided under relevant regulations and shall withhold the social insurance that should be assumed by the employees. The authorities in charge of social insurance may request an employer’s compliance and impose sanctions if such employer fails to pay and withhold social insurance in a timely manner.

Regulation Relating to Publication of Periodicals and Internet Publishing

On September 30, 2005, the PRC General Administration of Press and Publication, or GAPP, promulgated the Administrative Regulations on the Publication of Periodical. Under this regulation, any entity that publishes periodicals must obtain an approval from GAPP and get a Periodical Publication License. On June 27, 2002, GAPP and the PRC Ministry of Information Technology, which subsequently became MIIT, jointly promulgated the Provisional Measures for Administration of Internet Publication. Under this regulation, any entity engaging in internet publishing activities must obtain an internet publishing license.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.


Directors and Executive Officers	Age		Position/Title
Jason Lenga		40	Chairman of the Board of Directors
John Alexander Armstrong		45	Director
Hao Liu		44	Director
Evan Sheng Guo*		42	Director and Chief Executive Officer
Simon David Rosenberg*		41	Director
Graham Burton Goldsmith*		53	Independent Director
Alex Chit Ho*		39	Independent Director
James Jianmin Guo		42	Chief Financial Officer
George Weigang Wang		42	Vice President
Luyang Tang		45	Vice President
Jeff Ge Wang		47	Vice President
Zhiqiang Liu		36	Vice President
Yeqiang Wu		39	Vice President

*	Messrs. Evan Sheng Guo, Simon Rosenberg, Graham Burton Goldsmith and Alex Chit Ho have accepted our appointment to be directors of our company, effective upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Mr. Jason Lenga has served as our director since 2011 and was appointed as the chairman of our board of directors in May 2014. Mr. Lenga was appointed as our director by SEEK International Investments Pty Ltd. Mr. Lenga has overall stewardship of SEEK’s international investments and international corporate strategy, including new investment opportunities. Mr. Lenga has been with SEEK since 1999 in a variety of senior roles and has been instrumental in developing SEEK’s strategic direction as well as establishing and driving key parts of its business, including the development of the group’s significant international assets. Prior to joining SEEK, Mr. Lenga was a solicitor with commercial law firm Mallesons Stephen Jaques within the mergers and acquisitions practice. Mr. Lenga received a bachelor of laws degree and a bachelor of commerce degree from the University of New South Wales in Australia.

Mr. John Alexander Armstrong has served as our director since 2013. Mr. Armstrong was appointed as our director by SEEK International Investments Pty Ltd. Mr. Armstrong has been the chief financial officer of SEEK since 2003 and manages all corporate financial aspects of SEEK in various territories including Southeast Asia, Mexico, Brazil and China. Prior to joining SEEK, Mr. Armstrong worked with Ernst & Young as a senior accountant from 1989 to 1992 and with Blackwoods and Foster’s Brewing Group as the finance and administration manager and commercial manager from 1996 to 2003. Mr. Armstrong received his MBA and bachelor’s degree from Monash University in 1998 and 1989, respectively. Mr. Armstrong is a member of CPA Australia.

Mr. Hao Liu has served as our director since 2000. He also served as our chief executive officer from 2002 to 2009. From 2000 to 2002, Mr. Liu was a partner at Orchid Asia Management, an investment partnership focusing on equity investment in Asia, during which time he served on the board of Ctrip.com International Ltd. and Zhaopin Limited, among other Orchid Asia portfolio companies. Previously, from 1998 to 2000, Mr. Liu worked as an associate with Davis Polk & Wardwell LLP. Mr. Liu received a J.D. degree from Yale University, a master’s degree from University of Washington and a bachelor’s degree in physics from Peking University. Mr. Hao Liu is not related to Mr. Zhiqiang Liu.

Mr. Evan Sheng Guo has served as our chief executive officer since November 2010. Mr. Guo will serve as our director commencing from the SEC’s declaration of effectiveness of our registration statement and will

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automatically retire from his position as our director upon his ceasing to serve as our chief executive officer. Previously, Mr. Guo served as chief executive officer of Sinotrans Air Transportation Development Co., Inc. from September 2007 to January 2010. Mr. Guo worked for McKinsey & Co., Beijing from 2002 to September 2007, and became a partner in January 2006. From September 2007 to September 2010, Mr. Guo served as the chief executive officer and a director of Sinotrans Air Development Co., Ltd. and a director of Grandstar Co., Ltd., and chairman of the board of Apex Express Co., Ltd. and Sinotrans-OCS Co., Ltd. Mr. Guo served as the chief executive officer of Pusi Technology from 2001 to 2002. Previously, Mr. Guo worked as a consultant at McKinsey & Co., Chicago from 2000 to 2001, an associate at Bear Stearns Investment Bank from 1999 to 2000 and a consultant at McKinsey & Co., Shanghai from January 1994 to January 1997. Mr. Guo also serves as a director of Eton Kids Co., Ltd. Mr. Guo received his MBA from Kellogg School of Management, Northwestern University in 1999 and his double bachelor’s degree in computer science and English from Shanghai Jiaotong University in 1994. Mr. Evan Sheng Guo is not related to Mr. James Jianmin Guo.

Mr. Simon David Rosenberg will serve as our director commencing from the SEC’s declaration of effectiveness of our registration statement. Mr. Rosenberg currently heads up SEEK’s investment in China as an international operations manager and has overall responsibility for our operational performance, working closely with our chief executive officer and our local management teams across areas such as strategy, product, marketing, sales force effectiveness, customer engagement and broad capability development. A key component of his role is assisting us to leverage the skills and experience of SEEK in developing leading employment marketplaces around the globe. Mr. Rosenberg has been with SEEK since 1999 and prior to his current role, he held a range of senior leadership roles at SEEK across sales, customer service and operations. Prior to joining SEEK, Mr. Rosenberg was a solicitor with Hall & Wilcox in Melbourne, Australia from 1996 to 1997. Mr. Rosenberg received a bachelor of laws degree and a bachelor of commerce degree from Monash University in 1995.

Mr. Graham Burton Goldsmith will serve as our director commencing from the SEC’s declaration of effectiveness of our registration statement. Mr. Goldsmith is an independent non-executive director and the chair of the audit and risk management committee of SEEK Limited since 2012. He is also an independent non-executive director of Djerriwarrh Investments Ltd. since 2013. Mr. Goldsmith is a council member of Swinburne University of Technology since August 2010 and the chair of its finance committee since February 2013. He has been deputy chancellor of the university since February 2014. From 1987 to 2012, Mr. Goldsmith worked at Goldman Sachs Austria Pty Ltd. and its predecessor firms, retiring as a vice-chairman and a managing director in 2012. Prior to that, he was employed by National Australia Bank from 1979 until 1987. Mr. Goldsmith received a bachelor’s degree in business (accounting) from Swinburne Institute of Technology in 1983. He completed the advanced management program at Harvard University in Boston in 2007. Mr. Goldsmith is a certified practicing accountant with the Australian Society of CPAs, a graduate member of the Australian Institute of Company Directors and a fellow of the Financial Services Institute of Australia.

Mr. Alex Chit Ho will serve as our director commencing from the SEC’s declaration of effectiveness of our registration statement. Mr. Ho is the founder of SoEasy Internet Finance Group Limited, where he has served as the chief executive officer since April 2014. Previously, Mr. Ho was the chief financial officer of Changyou.com Limited from 2009 to March 2014. Mr. Ho worked for Sohu.com Inc. as a senior finance director from 2005 to 2008. Prior to joining Sohu, Mr. Ho worked at Arthur Andersen & Co. and PricewaterhouseCoopers in Hong Kong and Beijing, where he was a senior manager of assurance and business advisory from 1997 to 2004. Mr. Ho received a bachelor’s degree in finance and accounting from the University of Hong Kong and a master’s degree of business administration for executive from Tsinghua University in 1997 and in 2013, respectively . Mr. Ho is a member of the American Institute of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountants.

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that, Mr. Guo worked at the Toronto office of Deloitte Inc. from 2005 to 2007 as a consulting manager of its strategy and operation division. From 1993 to 2002, Mr. Guo was an auditor, and then an audit manager and a senior audit manager in the Shenzhen office of the China firm of PricewaterhouseCoopers. Mr. Guo was qualified as a certified public accountant in China, a certified internal auditor and a certified information systems auditor. Mr. Guo received his MBA degree with distinction from Richard Ivey School of Business, University of Western Ontario, Canada, in 2005 and his bachelor’s degree from Shenzhen University in 1993. Mr. James Jianmin Guo is not related to Mr. Evan Sheng Guo.

Mr. George Weigang Wang has served as our vice president of product and development, strategy, and digital marketing since January 2014. Mr. Wang joined us in January 2011 and served various roles including head of marketing, head of our Shenzhen branch office, head of strategy, and head of digital marketing. Prior to joining us, Mr. Wang served as chairman of the board at Chinese Professional Network from July 2005 to December 2010 and a consultant of A.T. Kearney from August 2004 to June 2005. Mr. Wang joined Bain & Company as an assistant consultant in May 1997, became a consultant in October 2002 and worked there until May 2003. Mr. Wang was a project manager of China’s Ministry of Environmental Protection from August 1996 to May 1997. Mr. Wang received his MBA from Kellogg School of Management, Northwestern University in 2002, and his master’s degree and his bachelor’s degree of engineering from Dalian University of Technology in 1996 and in 1993, respectively. Mr. George Weigang Wang is not related to Mr. Jeff Ge Wang.

Mr. Luyang Tang has served as our vice president of business operations since April 2011. Mr. Tang joined us in October 2009 and served as director of our call center and operation center from October 2009 to April 2011. Prior to joining us, Mr. Tang worked at ChinaHR.com as sales director of its Guangzhou branch and general manager of Suzhou Call Center and mid-west region from August 2004 to September 2009. Mr. Tang served as sales director of jobcn.com from October 2003 to August 2004 and sales manager of Guangzhou branch of UFIDA Software Co., Ltd. from June 2002 to December 2003. Mr. Tang graduated from Zhejiang University of Finance and Economics in 1988.

Mr. Jeff Ge Wang has served as our vice president of SME sales and operation since September 2013. Mr. Wang joined us in March 2011 and served various roles including our head of marketing, head of human resources, and senior director of governmental affairs, before becoming our vice president. Prior to joining us, Mr. Wang served as a general manager at Beijing Golden Hank Information Co., Ltd., an international trade information and solutions provider in China, since May 2005. Prior to that, he served at CITIC Securities Co., Ltd., a PRC listed company and a leading full-service investment bank in China, as a director in the investment banking department, since February 1998. Mr. Wang received his bachelor’s degree in economics and politics from University of Essex in 1996, and his master’s degree in international political economy from Warwick University in 1997. Mr. Jeff Ge Wang is not related to Mr. George Weigang Wang.

Mr. Zhiqiang Liu has served as our vice president of offline services since January 2014. Previously, Mr. Liu was our vice president of product and development from September 2012 to December 2013, and senior director of product and development from May 2011 to August 2012. Prior to joining us, Mr. Liu served as a vice general manager at Aspire Holdings Limited, a leading mobile data service provider in China and a subsidiary of China Mobile, since March 2009. Prior to that, Mr. Liu served as the chief executive officer at Lama Mobile, a mobile game company, since December 2007, and as an operating director at Aspire Technology Ltd., since October 2004. Mr. Liu received his bachelor’s degree in electronic engineering from Beijing Institute of Technology in July 1999. Mr. Zhiqiang Liu is not related to Mr. Hao Liu.

Mr. Yeqiang Wu has served as our vice president of key accounts sales and operation since 2011. Prior to joining us, Mr. Wu served as a deputy general manager of the government enterprise networks marketing center and the general manager of southern China operation at ZTE Corporation from 2005 to 2011. From 2003 to 2005, Mr. Wu was a deputy general manager of the government entities division of Beijing Gangwan Network Company Limited. From 2001 to 2003, Mr. Wu was a deputy general manager at Beijing Tongao Technology Company Limited. From 1998 to 2001, Mr. Wu was divisional marketing chief at ZTE Corporation. Mr. Wu received a bachelor’s degree in engineering from Harbin Institute of Technology Engineering in 1997.

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Board of Directors

Our board of directors will consist of seven directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. SEEK, our largest shareholder as of the date of this prospectus, will be entitled after this offering to appoint or remove any number of directors such that SEEK Designated Directors (as such term is defined in our post-offering memorandum and articles of association) constitute a majority of our board of directors. The foregoing right will terminate at such time as SEEK and its affiliates, in the aggregate, possess less than fifty percent of the total voting power of our issued and outstanding voting shares for a period of 180 consecutive days. A director is not required to hold any shares in our company. A director may vote with respect to any contract or transaction in which he or she is materially interested, provided that the nature of the interest is disclosed prior to its consideration. Under our post-offering memorandum and articles of association, the directors may exercise all the powers of our company to borrow money, mortgage our undertaking, property and uncalled capital and issue debentures or other securities, whether outright or as security for any debt, liability or obligation of our company or of any third party, subject to the limitations set forth in the articles. None of our directors has a director service contract with us that provides for benefits upon termination of service.

Committees of the Board of Directors

We will establish two committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part, namely the audit committee and the compensation committee. We have adopted a charter for each of the two committees. Each committee’s members and functions are described below. We are relying on home country practice with respect to the nominating and corporate governance committee requirement.

Audit Committee. Upon its establishment, our audit committee will consist of Messrs. John Alexander Armstrong, Graham Burton Goldsmith and Alex Chit Ho, and our board of directors have determined that each of Mr. Graham Burton Goldsmith and Mr. Alex Chit Ho satisfies the “independence” requirements under Section 303A of the Corporate Governance Rules of the New York Stock Exchange and meets the “independence” standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Graham Burton Goldsmith will be the chair of our audit committee. We have determined that Alex Chit Ho qualifies as an “audit committee financial expert.” The purpose of the audit committee is to assist our board of directors with its oversight responsibilities regarding: (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence and (iv) the performance of our internal audit function and independent auditor. The audit committee will be responsible for, among other things:

•

appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•

reviewing with the independent auditors any audit problems or difficulties and management’s response;

•

discussing the annual audited financial statements with management and the independent auditors;

•

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•

reviewing and approving all proposed related party transactions;

•

meeting separately and periodically with management and the independent auditors; and

•

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Upon its establishment, our compensation committee will consist of Messrs. Graham Burton Goldsmith, Alex Chit Ho, Jason Lenga and Simon David Rosenberg, and our board of directors have determined that each of Mr. Graham Burton Goldsmith and Mr. Alex Chit Ho satisfies the

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“independence” requirements under Section 303A of the Corporate Governance Rules of the New York Stock Exchange. Mr. Jason Lenga will be the chair of our compensation committee. The compensation committee will assist the board in reviewing and approving compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:

•

reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•

reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; and

•

reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements.

Duties of Directors

Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith for a proper purpose and with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. Our company has the right to seek damages if a duty owed by our directors to us is breached.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Unless otherwise specified upon their appointment or election, our directors are not subject to a term of office and hold office until they are removed from office by ordinary resolution, by the unanimous written resolution of all shareholders, or, until such time as SEEK and its affiliates, in the aggregate, possess less than fifty percent of the total voting power of our issued and outstanding voting shares for a period of 180 consecutive days, by SEEK and its affiliates that are our shareholders effecting such removal so that SEEK Designated Directors (as such term is defined in our post-offering memorandum and articles of association) constitute a majority of our board of directors. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) dies or is found by our company to be or becomes of unsound mind. In addition, until such time as SEEK and its affiliates, in the aggregate, possess less than fifty percent of the total voting power of our issued and outstanding voting shares for a period of 180 consecutive days, any SEEK Designated Director, as such term is defined in our post-offering memorandum and articles of association, may be removed by SEEK and any of its affiliates that are our shareholders, acting singly or jointly, as the case may be. Each of Messrs. Jason Lenga, John Alexander Armstrong, Hao Liu and Simon David Rosenberg has been designated by our board of directors as a SEEK Designated Director.

Employment Agreements

We have entered into employment agreements with each of our senior executive officers. Under these agreements, each of our senior executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the senior executive officer, such as the senior executive officer’s fraudulent or illegal conduct that is materially detrimental to our business, the senior executive officer’s uncured material breach of our confidentiality agreement or the senior executive officer’s uncured material breach of the employment agreement. In such case, the senior executive officer will not be entitled to receive payment of any severance benefits, and the executive officer’s

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right to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s employment without cause with advance written notice. In such case of termination by us, we are required to provide compensation to the senior executive officer, including severance pay, as expressly required by the employment agreement or the applicable law of the jurisdiction where the senior executive officer is based. The senior executive officer may terminate employment at any time with advance written notice at the election of the senior executive officer.

Each senior executive officer has agreed to hold, both during and after the termination or expiration of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients or the confidential or proprietary information of any third party received by us and for which we have confidentiality obligations. The senior executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice, and to assign to us all right, title and interest in, and assist us in obtaining patents, copyrights and other legal rights for, these inventions, designs and trade secrets.

Compensation of Directors and Executive Officers

For the fiscal year ended June 30, 2013, the aggregate cash compensation incurred by and payable to our executive officers as a group was approximately RMB12.3 million (US$2.0 million). Such amounts included contributions we made to such officers’ pension, medical insurance, unemployment insurance, housing fund and other statutory benefits as required by PRC law, which totalled approximately RMB988.0 thousand (US$163.2 thousand) in 2013. In addition, we incurred severance and share-based compensation expenses totalling RMB611.8 thousand (US$101.1 thousand) related to executives who left our company in 2013. Our directors did not receive any cash compensation from us for the fiscal year ended June 30, 2013. For stock option grants to our directors and officers, see “—Stock Option Plans.”

Stock Option Plans

We have five currently effective stock option plans. We will adopt the 2014 Share Incentive Plan, or 2014 plan, upon the completion of our initial public offering subject to shareholder approval. The purpose of these plans is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, or, in the case of the 2010 Stock Option Plan, or 2010 plan, 2013 Global Share Plan, or 2013 plan, and 2014 plan employees, directors and consultants, and to promote the success of our business. Our board of directors believes that our company’s long term success depends on our ability to attract and retain superior individuals who, by virtue of their ability and qualifications, make important contributions to our business. Following the adoption of our 2014 plan upon the completion of this offering, we will not issue any new awards under our earlier stock option plans.

Under our currently effective stock option plans, the maximum number of shares in respect of which stock option awards may be granted is 42,610,634 as of the date of this prospectus. Upon the effectiveness of our 2014 plan, the maximum aggregate number of shares which may be issued pursuant to all awards shall equal the number of shares that, as of the later of shareholders’ approval or the closing of this offering, have been reserved but not issued pursuant to any awards granted under our existing plans and are not subject to any awards granted and outstanding thereunder, plus an annual increase on the first day of each our fiscal year during the term of our 2014 plan commencing with the fiscal year beginning July 1, 2015, by an amount equal to the least of (i) 3% of the total number of Class A and Class B ordinary shares issued and outstanding on the last day of the immediately preceding fiscal year; (ii) 3,000,000 shares or (iii) such number of shares as may be established by our board of directors.

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The following table summarizes, as of the date of this prospectus, the outstanding options granted to the individual executive officers and directors named below, and to the other individuals as a group.

Name

Number of
Ordinary Shares
Underlying Options

Exercise Price
(US$/Share)

Date of Grant

Date of Expiration

Evan Sheng Guo

2,750,000

1.80

October 22, 2010

October 22, 2015

2,250,000

4.00

June 28, 2013

October 1, 2018

James Jianmin Guo

850,000

1.80

January 1, 2010

December 30, 2014

40,000

4.00

March 31, 2014

December 31, 2017

60,000

4.00

March 31, 2014

December 31, 2020

George Weigang Wang

2.80

March 31, 2011

March 31, 2016

Luyang Tang

1.80

January 1, 2010

December 30, 2014

4.00

March 31, 2014

December 31, 2017

4.00

March 31, 2014

December 31, 2020

Jeff Ge Wang

2.80

June 28, 2013

December 31, 2017

4.00

June 28, 2013

December 31, 2017

4.00

March 31, 2014

December 31, 2020

Zhiqiang Liu

2.80

March 31, 2014

December 31, 2017

4.00

March 31, 2014

December 31, 2017

4.00

March 31, 2014

December 31, 2020

Yeqiang Wu

4.00

March 31, 2014

December 31, 2017

4.00

March 31, 2014

December 31, 2020

Directors and executive officers as a group

7,700,000

—

Other individuals as a group

9,466,259

—

*	The aggregate number of ordinary shares underlying the outstanding options held by the option grantee is less than 1% of our total outstanding shares.

The following paragraphs summarize the principal terms of our 2004 Stock Option Plan, 2005 Stock Option Plan and our 2006 Stock Option Plan, which are substantially similar:

Type of Awards. The plans permit the award of options to purchase our ordinary shares.

Administration. Our board of directors, or a committee designated by our board or directors, will administer the plans. The board will determine the provisions and terms and conditions of each award grant.

Exercise Price. The exercise price of an option shall be set by the board at the time the option is granted.

Eligibility. We may grant options only to employees and managers who render services to our company or a parent or a subsidiary of our company.

Stock Option Agreement. Options granted under the plans are subject to option agreements that set forth the terms, conditions and limitations for each option, which may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.

Term of the Options. All installments of the options shall expire and terminate on such dates as the board shall determine in each individual stock option agreement, but in no event later than ten years from the date the options are granted.

Vesting Schedule. Options granted under the plans generally shall vest over a four-year period commencing on the date of grant, with twenty-five percent (25%) vesting on each of the first four anniversaries of the effective date of the respective stock option agreement, unless otherwise provided in each specific stock option agreement.

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Transfer Restrictions. Options granted under the plans may not be transferred in any manner by an optionee other than by will or the laws of descent and distribution, and are exercisable during the lifetime of the optionee only by the optionee.

Amendment and Termination of the Plan. Unless terminated earlier, the 2004 Stock Option Plan will terminate automatically in 2014, the 2005 Stock Option Plan will terminate automatically in 2015 and the 2006 Stock Option Plan will terminate automatically in 2016. The board may, at any time and from time to time, amend, modify, alter or terminate the plans, provided that the plan administrator shall obtain approval of our shareholders to the extent such approval is required by applicable laws. However, no such action may adversely affect options previously granted unless agreed to by the recipient.

The following paragraphs summarize the principal terms of our 2010 plan and 2013 plan:

Type of Awards. The plans permit the award of options to purchase our ordinary shares and restricted shares.

Administration. Our board of directors, or a committee designated by our board or directors, will administer the plans. The committee or the full board of directors, as appropriate, will determine, among other things, the fair market value, the number of shares to be covered by each award and the terms and conditions of each grant.

Option Exercise Price. The exercise price of any option shall be determined by the administrator in its sole discretion.

Restricted Share Purchase Price. The purchase price of a restricted share shall be determined by the board of directors or by the committee thereof designated to administer the plan.

Eligibility. We may grant awards under the plans to employees, directors and consultants of our company or a parent or a subsidiary of our company who are not U.S. persons. Awards other than incentive stock options may be granted to our employees, directors and consultants. Incentive stock options may be granted only to employees of our company or a parent or a subsidiary of our company.

Award Agreement. Options or restricted shares granted under our 2010 plan and 2013 plan are subject to award agreements that set forth the terms, conditions and limitations for each grant, which may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.

Term of the Awards. The award agreement shall specify the terms of the award, provided that the term shall not exceed ten years from the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule or conditions, which are set forth in the award agreement.

Transfer Restrictions. Awards granted under our 2010 plan and 2013 plan may not be transferred in any manner by a recipient other than by will or the laws of descent and distribution or (except in the case of an incentive stock option) pursuant to a domestic relations order, and are exercisable during the lifetime of the recipient only by the recipient.

Corporate Transactions. In the event of a merger of our company with or into another corporation or a change-of-control, unless the award agreement provides otherwise, each outstanding award will be treated as the administrator determines appropriate without the recipient’s consent, including, without limitation, that the awards may be assumed or an equivalent award be substituted by the successor corporation. If the successor corporation does not assume or substitute for an award, the recipient will fully vest in and have the right to exercise the award as to all of the shares subject thereto, including shares that would not otherwise be vested or exercisable, and all restrictions on restricted shares will lapse.

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Amendment and Termination of the Plans. Unless terminated earlier, the 2010 plan and 2013 plan will terminate automatically ten years from the later of (a) the effective date of the plans (April 25, 2010 and June 28 2013, respectively) or (b) the earlier of the most recent board of directors or shareholder approval of an increase in the number of options or restricted shares reserved for issuance under the plans. The administrator may, at any time and from time to time, amend, modify, alter or terminate the plans, provided that the plan administrator shall obtain approval of our shareholders to the extent such approval is required by applicable laws. However, no such action may adversely affect in any material way any awards previously granted unless agreed to by the recipient.

The following paragraphs summarize the principal terms of our 2014 plan:

Type of Awards. The 2014 plan permits the award of options to purchase our ordinary shares, restricted shares and restricted share units and other type of share based award as may be determined by the administrator of our 2014 plan.

Administration. Our board of directors, or a committee designated by our board or directors, will administer the 2014 plan. The committee or the full board of directors, as appropriate, will determine, among other things, the participants, the number of shares to be covered by each award and the terms and conditions of each grant.

Option Exercise Price. The exercise price of any option shall be determined by the administrator in its sole discretion.

Restricted Share Purchase Price. The purchase price of a restricted share shall be determined by the board of directors or by the committee thereof designated to administer the plan.

Form and Timing of Payment of Restricted Share Units. The form and timing of payment of restricted share units shall be determined by the board of directors or by the committee thereof designated to administer the plan.

Award Agreement. Options, restricted shares, restricted share units or other type of share based award granted under our 2014 plan are subject to award agreements that set forth the terms, conditions and limitations for each grant, which may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.

Term of the Awards. The award agreement shall specify the terms of the award, provided that the term of options granted under our 2014 plan shall not exceed ten years from the date of grant.

Vesting Schedule. In general, the plan administrator determines the vesting schedule or conditions, which are set forth in the award agreement.

Transfer Restrictions. Subject to certain exceptions that may be made by the administrator of our 2014 plan, awards granted under our 2014 plan may not be transferred in any manner by a recipient other than by will or the laws of descent and distribution or (except in the case of an incentive stock option) pursuant to a domestic relations order, and are exercisable during the lifetime of the recipient only by the recipient.

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awards may be assumed or an equivalent award be substituted by the successor corporation. If the successor corporation does not assume or substitute for an award, the recipient will fully vest in and have the right to exercise the award as to all of the shares subject thereto, including shares that would not otherwise be vested or exercisable, and all restrictions on restricted shares will lapse.

Amendment and Termination of 2014 Plan. The administrator may, at any time and from time to time, amend, modify, alter or terminate our 2014 plan, provided that the plan administrator shall obtain approval of our board of directors. However, no such action may adversely affect in any material way any awards previously granted unless agreed to by the recipient.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus, assuming conversion of all of our preferred shares into ordinary shares, by:

•

each of our directors and executive officers; and

•

each person known to us to own beneficially more than 5% of our ordinary shares.

We will adopt a dual class structure immediately prior to the completion of this offering. The calculations in the table below assume there are 86,440,038 ordinary shares outstanding on an as-converted basis as of the date of this prospectus, and ordinary shares outstanding immediately after the closing of this offering, including, as the case may be, (1) Class A ordinary shares to be sold by us in this offering in the form of ADSs and (2) Class B ordinary shares redesignated from our outstanding ordinary and preferred shares assuming the underwriters do not exercise their over-allotment option.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.


	Ordinary Shares Beneficially Owned Prior to This Offering					Ordinary Shares Beneficially Owned After This Offering		Class A Ordinary Shares Beneficially Owned After This Offering		Class B Ordinary Shares Beneficially Owned After This Offering		Voting Power After This Offering
	Number		%⁽¹⁾			Number	%⁽²⁾	Number	%⁽³⁾	Number	%⁽⁴⁾	%⁽⁵⁾
Directors and Executive Officers:**
Jason Lenga⁽⁶⁾		68,259,876		79.0	%
John Alexander Armstrong⁽⁶⁾		68,259,876		79.0	%
Hao Liu		—		—
Simon David Rosenberg***		—		—
Graham Burton Goldsmith***		—		—
Alex Chit Ho***		—		—
Evan Sheng Guo⁽⁷⁾***		2,970,833		3.3	%
James Jianmin Guo⁽⁸⁾		866,000		1.0	%
George Weigang Wang		*		*
Luyang Tang		*		*
Jeff Ge Wang		*		*
Zhiqiang Liu		*		*
Yeqiang Wu		*		*
All directors and executive officers as a group		72,850,960		80.0	%
Principal Shareholders:
SEEK International Investments Pty Ltd.⁽⁹⁾		68,259,876		79.0	%
Cavalane Holdings Pty Limited⁽¹⁰⁾		16,666,666		19.3	%

*	Less than 1% of our total outstanding shares.

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The business address of Messrs. Jason Lenga, John Alexander Armstrong, Simon David Rosenberg and Graham Burton Goldsmith is Level 6, 541 St Kilda Road, Melbourne Vic 3004, Australia and the business address of Mr. Alex Chit Ho is Room 806, 8 Floor, Richen International Center, 13 Nongzhanguan South Road, Chaoyang, Beijing, China. Other than Mr. Lenga, Mr. Armstrong, Mr. Rosenberg, Mr. Goldsmith and Mr. Ho, the business address of each of these persons is 6/F, Fosun International Centre, 237 Chaoyang North Road, Chaoyang District, Beijing 100020, People’s Republic of China.

***	Messrs. Simon David Rosenberg, Graham Burton Goldsmith, Alex Chit Ho and Evan Sheng Guo have accepted our appointment to be directors of our company, effective upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

⁽¹⁾

For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the number of shares outstanding on an as-converted basis and the number of shares such person or group has the right to acquire upon exercise of any option or the conversion of any other security within 60 days after the date of this prospectus.

⁽²⁾

For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after the date of this prospectus, by the sum of (1) , which is the total number of ordinary shares outstanding immediately after the completion of this offering, and (2) the number of ordinary shares such person or group has the right to acquire within 60 days after the date of this prospectus.

⁽³⁾

The percentage calculations in this column are based on Class A ordinary shares outstanding upon the completion of this offering, including (i) Class A ordinary shares into which all of our outstanding preferred shares will automatically convert upon the completion of this offering, and (ii) ordinary shares underlying ADSs that are being sold in this offering to the underwriters, assuming the underwriters do not exercise their option to purchase additional ADSs.

⁽⁴⁾	The percentage calculations in this column are based on Class B ordinary shares outstanding immediately after the completion of this offering.

⁽⁵⁾

For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to the sum of all outstanding shares of our Class A and Class B ordinary shares. Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of our Class B ordinary shares is entitled to four votes per Class B ordinary share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

⁽⁶⁾

Consists of 68,259,876 ordinary shares held by SEEK International Investments Pty Ltd. See also footnote (8) below. Both Mr. Lenga and Mr. Armstrong are executive officers of SEEK Limited, which controls SEEK International Investments Pty Ltd. Pursuant to Section 13(d) of the Exchange Act, Mr. Lenga and Mr. Armstrong may be deemed to beneficially own all of our shares held by SEEK International Investments Pty Ltd. The business address of Mr. Lenga and Mr. Armstrong is Level 6, 541 St Kilda Road, Melbourne, Victoria 3004, Australia.

⁽⁷⁾	Consists of 2,970,833 ordinary shares that Mr. Guo has the right to acquire pursuant to his options within 60 days of this prospectus.

⁽⁸⁾	Consists of 866,000 ordinary shares that Mr. Guo has the right to acquire pursuant to his options within 60 days of this prospectus.

⁽⁹⁾

Consists of 68,259,876 ordinary shares. SEEK International Investments Pty Ltd. is controlled by SEEK Limited, a public company listed on the Australian Stock Exchange. The business address for SEEK International Investments Pty Ltd. is Level 6, 541 St Kilda Road, Melbourne, Victoria 3004, Australia.

⁽¹⁰⁾

Consist of 16,666,666 ordinary shares. The business address for Cavalane Holdings Pty Limited is Level 3, 54-58 Park Street, Sydney NSW 2000, Australia. Mr. James Packer is the ultimate controlling shareholder of Cavalane Holdings Pty Limited. Mr. James Packer possesses the power to direct the voting and disposition of the shares owned by Cavalane Holdings Pty Limited and may be deemed to have beneficial ownership of such shares. The business address of Mr. Packer is Level 3, 54-58 Park Street, Sydney, NSW 2000, Australia.

As of the date of this prospectus, a total of 1,513,496 shares are held by three record holders in the United States, representing 1.78% of our total outstanding shares.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements

See “Our Corporate History and Structure—Contractual Arrangements with Our Consolidated Affiliated Entities.”

Private Placement

See “Description of Share Capital—History of Securities Issuances.”

Shareholders’ Agreement

See “Description of Share Capital—Shareholders’ Agreement.”

Transactions with Our Directors, Executive Officers and Shareholders

In September 2008, we entered into a loan agreement with Mr. Hao Liu, our director and former chief executive officer. Pursuant to the loan agreement, we provided Mr. Liu with a non-interest-bearing loan in the amount of US$900,000 for Mr. Liu’s personal use. Hao Liu has pledged 300,000 vested options to purchase ordinary shares at US$0.03 per share and 256,687 Series A preferred shares as the collateral under the loan. The loan has been fully repaid in February 2013.

Prior to June 2011, we owned all the equity interests in Sure Luck Invest Limited, a British Virgin Islands entity, and Shenzhen Siyite Technology Development Co., Ltd., a wholly-owned subsidiary of Beijing Wangpin. Through Sure Luck Invest Limited and Shenzhen Siyite Technology Development Co., Ltd., we held a 23.7% equity interest in Shenzhen Xijier Human Resources Co., Ltd., or CJOL, a privately held PRC company that offers recruitment services in Southern China. In June 2011, we sold our equity interests in Sure Luck Invest Limited and CJOL to Jobs DB Inc. and its affiliates for RMB21.0 million and RMB6.0 million, respectively. At the time of the disposition, Jobs DB Inc. was 55% owned by our shareholder, SEEK International Investments Pty Ltd.

In October 2010 and January 2012, we entered into two secondment agreements with Macquarie Investment Advisory (Beijing) Co., Ltd., or Macquarie Advisory, under which Macquarie Advisory agreed to send an adviser to provide consulting service to our management team. Macquarie Advisory is an affiliate of Macquarie Zhaopin Holdings Limited, an entity that held 38.1% equity interest in the Company on a diluted basis as of June 30, 2012. Total consideration for the consulting service under the two agreements were RMB1,209,998 (US$199,877) and RMB324,999 (US$53,686) for the years ended June 30, 2012 and 2013, respectively. In February 2013, we bought back 12,857,143 Series E preferred shares from Macquarie Zhaopin Holdings Limited, which transferred the rest of its Series E preferred shares to SEEK International Investments Pty Ltd. and ceased to be our shareholder. As of the date of this prospectus, Macquarie Advisory is no longer a related party.

Employment Agreement

See “Management—Employment Agreements.”

Stock Incentives

See “Management—Stock Option Plans.”

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law (2013 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

As of the date of this prospectus, our authorized share capital, being US$2,783,144.97, is divided into 159,051,299 ordinary shares with a par value of US$0.01 each and 119,263,199 preferred shares with a par value of US$0.01 each, of which 12,604,286 preferred shares are designated as Series A preferred shares, 4,013,203 preferred shares are designated as Series B preferred shares, 15,722,878 preferred shares are designated as Series C preferred shares, 19,426,718 preferred shares are designated as Series D-1 preferred shares, 4,687,500 preferred shares are designated as Series D-2 preferred shares and 62,808,613 preferred shares are designated as Series E preferred shares. As of the date of this prospectus, there are 86,101,542 ordinary shares, 0 Series A preferred shares, 257,166 Series B preferred shares, 81,330 Series C preferred shares, 0 Series D-1 preferred shares, 0 Series D-2 preferred shares and 0 Series E preferred shares issued and outstanding. Immediately prior to the completion of this offering, all outstanding ordinary shares and preferred shares will be redesignated as Class B ordinary shares. We will adopt the tenth amended and restated memorandum and articles of association prior to the completion of this offering. This new memorandum and articles of association will become effective immediately prior to the completion of this offering and will replace the current amended and restated articles of association in its entirety. The following are summaries of material provisions of our tenth amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares that we expect will become effective upon the closing of this offering.

The following is a summary of some of the more important terms of our share capital. For a complete description, you should refer to our tenth amended and restated memorandum and articles of association, which are filed as an exhibit to the registration statement of which this prospectus forms a part.

Ordinary Shares

General. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders may freely hold and vote their shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law.

Voting Rights. At a general meeting of the Company, every shareholder is entitled to one vote for each Class A ordinary share and four votes for each Class B ordinary share on all matters upon which the ordinary shares are entitle to vote. Voting at any shareholders’ meeting is by way of a poll.

A quorum required for a meeting of shareholders consists of one or more holders of shares together holding (or representing by proxy) not less than an aggregate of one-third of the total voting power of all shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Shareholders’ meetings may be held annually and may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least one-third of our voting share capital. Advance notice to shareholders of at least 14 calendar days is required for the convening of any annual general meeting or other shareholders’ meetings.

An ordinary resolution to be passed by the shareholders requires a simple majority of votes cast in a general meeting, while a special resolution requires no less than two-thirds of the votes cast. A special resolution is required for important matters such as a change of name. Our shareholders may effect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capital into shares of larger amount than our existing shares and canceling any shares.

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Appointment and Removal of Directors. Any director may be appointed or removed by ordinary resolution of the Company provided however that SEEK will be entitled after this offering to appoint or remove any number of directors such that SEEK Designated Directors (as such term is defined in our post-offering memorandum and articles of associations) constitute a majority of our board of directors until such time as SEEK and its affiliates who are our shareholders possess less than 50% of the total voting power of our issued and outstanding shares.

Transfer of Shares. Subject to the restrictions of our memorandum and articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.

Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of shares; (c) the instrument of transfer is properly stamped, if required; (d) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (e) the shares to be transferred are free of any lien in favor of us; or (f) a fee of such maximum sum as the board of directors may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 calendar days’ notice being given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 calendar days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares in accordance with the Companies Law of the Cayman Islands and the memorandum or articles of association of the company. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 calendar days prior to the specified time of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

Redemption of Shares. Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our board of directors or by ordinary resolution.

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preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further shares ranking pari passu with or subsequent to them, the creation, allotment or issuance of further shares (whether ranking in priority to, pari passu or subsequent to them) pursuant to the board of director’s ability to issue preference shares in the manner described in “Anti-Takeover Provisions” below or the redemption or purchase of any shares of any class by the Company. The rights of the holders of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.

Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

Anti-Takeover Provisions. Some provisions of our post-offering memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

•

authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and

•

limit the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-offering memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

History of Securities Issuances

The following is a summary of our securities issuance since July 2008.

In July 2008, we issued and sold 25,000,000 Series E preferred shares to SEEK International Investments Pty Ltd. for consideration of US$45,000,000. We issued and sold 33,333,333 Series E preferred shares to Macquarie Zhaopin Holdings Limited for consideration of US$60,000,000. We issued and sold 524,762 Series E preferred shares to Orchid Asia Management Co. LLC in exchange for 15,000 ordinary shares, 293,663 Series A preferred shares and 24,430 Series B preferred shares. We issued and sold 68,963 Series E preferred shares to JFI II, L.P. in exchange for 13,000 ordinary shares and 34,015 Series A preferred shares. We issued and sold 891,186 Series E preferred shares to Albin Income Trust in exchange for 537,924 Series A preferred shares. We issued and sold 166,667 Series E preferred shares to Marshall B. Payne in exchange for 268,962 Series A preferred shares. In August 2008, we issued and sold 406,275 Series E preferred shares to Orchid Asia Management Co. LLC and JFI II, L.P. for consideration of US$731,295.

In February 2013, we repurchased 12,857,143 Series E preferred shares held by Macquarie Zhaopin Holdings Limited and such shares were then cancelled. In February 2013, we issued 3,061,591 ordinary shares to SEEK International Investments Pty Ltd. for a total consideration of US$329,141.

In June 2013, 291,003 Series A preferred shares, 203,583 Series B preferred shares, 19,426,717 Series D-1 preferred shares, 4,687,500 Series D-2 preferred shares and 47,534,043 Series E preferred shares were redesignated as ordinary shares.

In October 2013, we issued 6,488,409 ordinary shares to SEEK International Investments Pty Ltd. for a total consideration of US$5,284,834.

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In March 2014, we issued 1,175,000 ordinary shares to Mr. Wei Zhou for a total consideration of US$1,261,250.

In addition, we have granted to certain of our officers and employees options to purchase an aggregate of 17,166,259 ordinary shares as of the date of this prospectus after deducting forfeitures and option exercises. See “Management—Stock Option Plans.”

Shareholders’ Agreement

In connection with the share purchase and option agreement dated as of January 10, 2013, we and our shareholders entered into the seventh amended and restated shareholders’ agreement, which amended and restated the shareholders’ agreements we had previously entered into with the investors of our preferred shares. Pursuant to the seventh amended and restated shareholders’ agreement, our board of directors should consist of three directors elected in accordance with the article of association.

Under this shareholders’ agreement, holders of 60% or more of our shares were granted drag-along rights. Our shareholders agreed to be bound by “market stand-off” of up to 180 days after our initial public offering. All of the rights and obligations of our preferred shareholders under the shareholders’ agreement will terminate upon the completion of this offering.

Differences in Corporate Law

The Companies Law is modeled after companies legislation of the United Kingdom but does not follow recent United Kingdom statutory enactments. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders.

Mergers and Similar Arrangements. In certain circumstances, the Cayman Islands Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that it is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by (a) a special resolution (usually a majority of 66²/₃% in value) of the shareholders of each company and (b) such other authorization, if any, as is required by such constituent company’s memorandum and articles of association. A shareholder has the right to vote on a merger or consolidation regardless of whether the shares that he holds otherwise give him voting rights. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

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complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the non-Cayman Islands company in any jurisdiction; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the non-Cayman Islands company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or been made in any jurisdiction whereby the rights of creditors of the non-Cayman Islands company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands company, the director of the Cayman Islands company is further required to make a declaration to the effect that, having made due enquiry, he is of the opinion that the requirements set out below have been met: (i) that the non-Cayman Islands company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the non-Cayman Islands company; (ii) that in respect of the transfer of any security interest granted by the non-Cayman Islands company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived, (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the non-Cayman Islands company and (c) the laws of the jurisdiction of the non-Cayman Islands company with respect to the transfer have been or will be complied with; (iii) that the non-Cayman Islands company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant non-Cayman Islands jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

The Companies Law provides for a right of dissenting shareholders to be paid the fair value of their shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the dissenting shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each dissenting shareholder who made a written objection; (c) a dissenting shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in clause (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the dissenting shareholder agree on the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; (e) if the company and the dissenting shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value, and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

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complex mergers or other transactions involving widely held companies and is commonly referred to in the Cayman Islands as a “scheme of arrangement,” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedure of which is more rigorous and takes longer to complete than the procedures typically required to consummate a merger in Delaware), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

•

the transaction parties are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

•

the shareholders have been fairly represented at the meeting in question;

•

the arrangement is such as a businessman would reasonably approve; and

•

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer is made within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than under the relevant statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.

Shareholders’ Suits. Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed their availability. In principle, we will normally be the proper plaintiff and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, exceptions to the foregoing principle apply in circumstances in which:

•

a company is acting or proposing to act illegally or beyond the scope of its authority;

•

the act complained of, although not beyond the scope of the authority, could only be validly effected if duly authorized by more than the number of votes which have actually been obtained; or

•

those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

As a matter of Cayman Islands law and procedure, a shareholder may commence a derivative action without the leave of the court, but once any of the defendants to the claim have filed a notice of intention to defend, the plaintiff must apply to the court for leave to continue the action.

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Transactions with Directors. Under the Delaware General Corporation Law, or the DGCL, transactions with directors must be approved by disinterested directors or by the shareholders, or otherwise proven to be fair to the company as of the time it is approved. Such transaction will be void or voidable, unless (i) the material facts of any interested directors’ interests are disclosed or are known to the board of directors and the transaction is approved by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts of any interested directors’ interests are disclosed or are known to the shareholders entitled to vote thereon, and the transaction is specifically approved in good faith by a vote of the shareholders; or (iii) the transaction is fair to the company as of the time it is approved.

Cayman Islands laws do not restrict transactions with directors, requiring only that directors exercise a duty of care and owe a fiduciary duty to the companies for which they serve. Under our post-offering memorandum and articles of association, subject to any separate requirement for audit committee approval under the rules or unless disqualified by the chairman of the relevant board meeting, so long as a director discloses the nature of his interest in any contract or arrangement which he is interested in, such a director may vote in respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such a meeting.

Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties.

Under Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it is considered that he or she owes the following duties to the company: a duty to act bona fide in the best interests of the company and for a proper purpose; a duty not to make a profit out of his or her position as director (unless the company permits him or her to do so); and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interests or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill, diligence and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, there are indications that the courts are moving towards an objective standard with regard to the required skill and care.

Under our post-offering memorandum and articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company shall declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest.

Majority Independent Board. A domestic U.S. company listed on the New York Stock Exchange must comply with the requirement that a majority of the board of directors must be comprised of independent directors as defined under the New York Stock Exchange rules. As a Cayman Islands exempted company, we are allowed, and we plan, to follow home country practices in lieu of certain corporate governance requirements under the New York Stock Exchange rules where there is no similar requirement under the laws of the Cayman Islands.

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Shareholder Action by Written Consent. Under the DGCL, a corporation may eliminate the right of shareholders to act by written consent by inclusion of such a restriction in its certificate of incorporation. Cayman Islands law and our post-offering articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals. The DGCL does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. Further, under the DGCL, a special meeting may be called by the board of directors or any other person authorized to do so in the certificate of incorporation or bylaws, but shareholders may be precluded from calling special meetings. Cayman law is essentially the same with respect to shareholder proposals.

Our post-offering memorandum and articles of association allow our shareholders holding not less than one-third of our paid-up voting share capital to requisition a shareholder’s meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings, although we are required to do so under NYSE rules.

Cumulative Voting. Under the DGCL, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director.

There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but our post-offering articles of association do not provide for cumulative voting.

Removal of Directors. Under the DGCL, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering articles of association, directors can be removed by an ordinary resolution of shareholders.

Transactions with Interested Shareholders. The DGCL contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by an amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns 15% or more of the corporation’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other conditions, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of perpetuating a fraud on the minority shareholders.

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Amendment of Governing Documents. Under the DGCL, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our post-offering memorandum and articles of association may be amended by a special resolution of the shareholders.

Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our post-offering memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-offering memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Indemnification. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against conduct amounting to willful default, willful neglect, fraud or dishonesty, for example, civil fraud or the consequences of committing a crime.

Under our post-offering memorandum and articles of association, we may indemnify our directors, officers, employees and agents against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection with actions, suits or proceedings to which they are party or are threatened to be made a party by reason of their acting as our directors, officers, employees or agents, except through their own dishonesty, willful default or fraud. To be entitled to indemnification, these persons must have acted in good faith and in the best interest and not contrary to the interest of our company, and must not have acted in a manner willfully or grossly negligent and, with respect to any criminal action, they must have had no reasonable cause to believe their conduct was unlawful. Our post-offering memorandum and articles of association may also provide for indemnification of such person in the case of a suit initiated by our company or in the right of our company.

We or SEEK intend to enter into indemnification agreements with our directors and executive officers to indemnify them to the fullest extent permitted by applicable law and our articles of association, from and against all costs, charges, expenses, liabilities and losses incurred in connection with any litigation, suit or proceeding to which such director is or is threatened to be made a party, witness or other participant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

JPMorgan Chase Bank, N.A., as depositary will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in a designated number of shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you. Unless certificated ADRs are specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

The depositary’s office is located at 1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Island law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued under the deposit agreement. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law. Under the deposit agreement, as an ADR holder, you agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement or transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocably waive any objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on the SEC’s website at http://www.sec.gov.

Share Dividends and Other Distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on

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shares or other deposited securities, after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

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Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld; (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders; and (iii) deduction of the depositary’s and/or its agents’ expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis; (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis; (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time; and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.

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Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.

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Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, the depositary may:

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sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or

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if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

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Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable; or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

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Elective Distributions. In the case of a dividend payable at the election of our shareholders in cash or in additional shares, we will notify the depositary at least 30 days prior to the proposed distribution stating whether or not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders; (ii) the depositary shall have determined that

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such distribution is reasonably practicable; and (iii) the depositary shall have received satisfactory documentation within the terms of the deposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the same determination as is made in the local market in respect of the shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional shares. If the above conditions are satisfied, the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs. There can be no assurance that ADR holders generally, or any ADR holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of shares.

If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it decides that it is unlawful or not reasonably practicable to make a distribution available to any ADR holders.

There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation

How does the depositary issue ADSs?

The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.

The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as “deposited securities.”

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system,

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and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

When you turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian’s office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

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temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

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the payment of fees, taxes and similar charges; or

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compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record Dates

The depositary may, after consultation with us if practicable, fix record dates for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

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to receive any distribution on or in respect of shares;

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to give instructions for the exercise of voting rights at a meeting of holders of shares;

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to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR; or

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to receive any notice or to act in respect of other matters,

all subject to the provisions of the deposit agreement.

Voting Rights

How do I vote?

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receiving notice of any meeting or solicitation of consents or proxies from us, the depositary will distribute to the registered ADR holders a notice stating such information as is contained in the voting materials received by the depositary and describing how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs, including instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary must receive them in the manner and on or before the date specified. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. Voting instructions will not be deemed to be received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by the depositary

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prior to such time. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

We have advised the depositary that under the Cayman Islands law and our constituent documents, each as in effect as of the date of the deposit agreement, voting at any meeting of shareholders is by way of a poll. There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will ADR holders be able to view our reports?

The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and Expenses

What fees and expenses will I be responsible for paying?

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, US$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:

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a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

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a fee of up to US$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;

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a fee of up to US$0.05 per ADS per calendar year (or portion thereof) for services performed by the positary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the

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depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

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a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

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a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

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stock transfer or other taxes and other governmental charges;

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cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares;

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transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;

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in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. shall deduct out of such foreign currency the fees and expenses charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and

•

fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement.

JPMorgan Chase Bank, N.A. and/or its agent may act as principal for such conversion of foreign currency.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program upon such terms and conditions as we and the depositary may agree from time to time. The depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the

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depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

The fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of the increase in any such fees and charges.

Payment of Taxes

ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions; or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, including, without limitation, any Chinese Enterprise Income Tax owing if the Circular Guoshuifa [2009] No. 82 issued by the Chinese State Administration of Taxation (SAT) or any other circular, edict, order or ruling, as issued and as from time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by the holder thereof to the depositary, and by holding or having held an ADR the holder and all prior holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect thereof. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, Recapitalizations and Mergers

If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities; (ii) any distributions of shares or other property not made to holders of ADRs; or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:

(1) amend the form of ADR;

(2) distribute additional or amended ADRs;

(3) distribute cash, securities or other property it has received in connection with such actions;

(4) sell any securities or property received and distribute the proceeds as cash; or

(5) none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

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Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

How may the deposit agreement be terminated?

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation; and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 120th day after our notice of removal was first provided to the depositary. After the date so fixed for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and shall be considered ADRs issued on the ADR Register; and (b) the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a registered holder of ADRs. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a registered holder of ADRs, the depositary shall (a) instruct its custodian to deliver all shares to us along with a general stock power that refers to the names set forth on the ADR Register; and (b) provide us with a copy of the ADR Register. Upon receipt of such shares and the ADR Register, we have agreed to use our best efforts to issue to each registered holder a Share certificate representing the Shares represented by the ADSs reflected on the ADR Register in such registered holder’s name and to deliver such Share certificate to the registered holder at the address set forth on the ADR Register. After providing such instruction to the custodian and delivering a copy of the ADR Register to us, the depositary and its agents will perform no further acts under the Deposit Agreement and the ADRs and shall cease to have any obligations under the Deposit Agreement and/or the ADRs.

Limitations on Obligations and Liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:

•

payment with respect thereto of (i) any stock transfer or other tax or other governmental charge; (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited

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securities upon any applicable register; and (iii) any applicable fees and expenses described in the deposit agreement;

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the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature; and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and

•

compliance with such regulations as the depositary may establish consistent with the deposit agreement.

The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends; (ii) the payment of fees, taxes, and similar charges; and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.

The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents, provided, however, that no such disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor any such agent will be liable if:

•

any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People’s Republic of China or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization or other circumstance beyond our, the depositary’s or our respective agents’ control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);

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it exercises or fails to exercise discretion under the deposit agreement or the ADR including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;

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it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct;

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it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or

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it relies upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.

Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or

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otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that the custodian (i) committed fraud or willful misconduct in the provision of custodial services to the depositary; or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The depositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of Cayman Islands or People’s Republic of China law, rules or regulations or any changes therein or thereto.

Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits on the basis of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we nor the depositary shall incur any liability for any tax consequences that may be incurred by holders or beneficial owners on account of their ownership of ADRs or ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without negligence while it acted as depositary. Neither the depositary nor any of its agents shall be liable to registered holders of ADRs or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interests in ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly

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or indirectly arising out of or relating to the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory).

The depositary and its agents may own and deal in any class of our securities and in ADSs.

Disclosure of Interest in ADSs

To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

Books of Depositary

The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such records at the depositary’s office at all reasonable times, but solely for the purpose of communicating with other holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

The depositary will maintain facilities for the delivery and receipt of ADRs.

Pre-release of ADSs

In its capacity as depositary, the depositary shall not lend shares or ADSs; provided, however, that the depositary may (i) issue ADSs prior to the receipt of shares and (ii) deliver shares prior to the receipt of ADSs for withdrawal of deposited securities, including ADSs which were issued under (i) above but for which shares may not have been received (each such transaction a “pre-release”). The depositary may receive ADSs in lieu of shares under (i) above (which ADSs will promptly be canceled by the depositary upon receipt by the depositary) and receive shares in lieu of ADSs under (ii) above. Each such pre-release will be subject to a written agreement whereby the person or entity (the “applicant”) to whom ADSs or shares are to be delivered (a) represents that at the time of the pre-release the applicant or its customer owns the shares or ADSs that are to be delivered by the applicant under such pre-release; (b) agrees to indicate the depositary as owner of such shares or ADSs in its records and to hold such shares or ADSs in trust for the depositary until such shares or ADSs are delivered to the depositary or the custodian; (c) unconditionally guarantees to deliver to the depositary or the custodian, as applicable, such shares or ADSs; and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate. Each such pre-release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the depositary deems appropriate, terminable by the depositary on not more than five (5) business days notice and subject to such further indemnities and credit regulations as the depositary deems appropriate. The depositary will normally limit the number of ADSs and shares involved in such pre-release at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositary may also set limits with respect to the number of ADSs and shares involved in pre-release with any one person on a case-by-case basis as it deems appropriate. The depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided in connection with pre-release transactions, but not the earnings thereon, shall be held for the benefit of the ADR holders (other than the applicant).

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Appointment

In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

•

be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and

•

appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Governing Law

The deposit agreement and the ADRs shall be governed by and construed in accordance with the laws of the State of New York. In the deposit agreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf. Notwithstanding the foregoing, (i) the depositary may, in its sole discretion, elect to institute any action, controversy, claim or dispute directly or indirectly based on, arising out of or relating to the deposit agreement or the ADRs or the transactions contemplated thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination, against any other party or parties to the deposit agreement (including, without limitation, against ADR holders and owners of interests in ADSs), by having the matter referred to and finally resolved by an arbitration conducted under the terms described below; and (ii) the depositary may in its sole discretion require that any action, controversy, claim, dispute, legal suit or proceeding brought against the depositary by any party or parties to the deposit agreement (including, without limitation, by ADR holders and owners of interests in ADSs) shall be referred to and finally settled by an arbitration conducted under the terms described below. Any such arbitration shall be conducted in the English language either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL).

By holding an ADS or an interest therein, registered holders of ADRs and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and each irrevocably waives any objection which it may have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding ADSs representing approximately % of our ordinary shares in issue. All of the ADSs sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and although we have applied to list the ADSs on the New York Stock Exchange, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-Up Agreements

[We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any ADSs or ordinary shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC for a period of 180 days after the date of this prospectus, except issuances pursuant to the exercise of employee stock options outstanding on the date hereof.

Our officers, directors and principal shareholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any ADSs or ordinary shares or securities convertible into or exchangeable or exercisable for any ADSs or ordinary shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our ADSs, whether any of these transactions are to be settled by delivery of our ADSs or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC for a period of 180 days after the date of this prospectus. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or such shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.]

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of our ADSs or ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our ADSs or ordinary shares may dispose of significant numbers of our ADSs or ordinary shares. We cannot predict what effect, if any, future sales of our ADSs or ordinary shares, or the availability of ADSs or ordinary shares for future sale, will have on the trading price of our ADSs from time to time. Sales of substantial amounts of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our ADSs.

Rule 144

All of our ordinary shares outstanding prior to this offering are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of us and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially

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owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

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1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately shares immediately after this offering, assuming the underwriters do not exercise their over-allotment option; and

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the average weekly trading volume of our ADSs on the during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell such ordinary shares in reliance on Rule 144 under the Securities Act, but without compliance with some of the restrictions. Rule 701 provides that 90 days after the effective date of this offering, affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

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TAXATION

The following summary of the material Cayman Islands, People’s Republic of China and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law as to the material Cayman Islands income tax consequences of an investment in our ADSs or ordinary shares, it is the opinion of Maples and Calder, our special Cayman Islands counsel. To the extent that the discussion relates to matters of PRC tax law as to the material tax consequences of an investment in the company’s ADSs or ordinary shares, subject to the limitations set forth herein, it is the opinion of Commerce & Finance Law Offices, our PRC legal counsel. To the extent that the discussion states legal conclusions under United States federal income tax law as to the material United States federal income tax consequences of an investment in our ADSs or ordinary shares, and subject to the qualifications herein, it represents the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, our special United States counsel.

Cayman Islands Taxation

Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any ordinary shares under the laws of their country of citizenship, residence or domicile.

The following is a discussion on the material Cayman Islands income tax consequences of an investment in ordinary shares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

No stamp duty, capital duty, registration or other issue or documentary taxes are payable in the Cayman Islands on the creation, issuance or delivery of ordinary shares or ADSs. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. There are currently no Cayman Islands’ taxes or duties of any nature on gains realized on a sale, exchange, conversion, transfer or redemption of ordinary shares or ADSs. Payments of dividends and capital in respect of ordinary shares or ADSs will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of ordinary shares, nor will gains derived from the disposal of ordinary shares be subject to Cayman Islands income or corporation tax as the Cayman Islands currently have no form of income or corporation taxes.

We have been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, have applied for and obtained an undertaking from the Governor of the Cayman Islands that no law enacted in the Cayman Islands during the period of 20 years from September 21, 1999, the date of the undertaking imposing any tax to be levied on profits, income, gains or appreciation shall apply to us or our operations and no such tax or any tax in the nature of estate duty or inheritance tax shall be payable (directly or by way of withholding) on ordinary shares, debentures or other obligations of ours. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People’s Republic of China Taxation

PRC Enterprise Income Tax Law

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income tax on income derived from sources inside and outside China, although the dividends paid to one resident enterprise from another may qualify as “tax-exempt income.” The implementation regulations of the PRC Enterprise Income Tax Law define a “de facto management body” as a body that has substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise, and provides that if the foreign enterprise is deemed to be a PRC resident enterprise, dividends and other income obtained by the shareholder from the deemed PRC resident enterprise will be considered PRC-source income and subject to PRC withholding tax, when paid to non-PRC shareholders, which may be further reduced depending on provision in the double taxation agreement between China and the relevant countries. The Circular specifies that certain foreign enterprises controlled by a PRC company or a PRC company group will be classified as PRC “resident enterprises” if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function are mainly in the PRC; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (iv) at least half of the enterprise’s directors with voting rights or senior management reside in the PRC. Although the Circular only applies to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals or by foreign individual or enterprise, the determining criteria set forth in the Circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC individuals.

We do not believe that Zhaopin Limited is a PRC resident enterprise because neither meets all of the conditions above. Zhaopin Limited is a company incorporated outside the PRC and keeps its key assets and records, including resolutions of board of directors and resolutions of shareholders, outside of the PRC. In addition, we are not aware of any offshore holding companies with similar corporate structures to ours that have been deemed to be PRC “resident enterprises” by the PRC tax authorities. Therefore, we do not believe that Zhaopin Limited should be treated as a “resident enterprise” for PRC tax purposes. However, if the PRC tax authorities determine we are a PRC resident enterprise for PRC Enterprise Income Tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our non-PRC resident enterprise shareholders, including the holders of our ADSs. In addition, non-PRC resident enterprise shareholders may be subject to 10% PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares if such income is treated as sourced from within the PRC. Further, individual holders of ADSs or ordinary shares may be subject to PRC individual income tax on such dividends and gains at a rate of 20%. It is unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their tax residence and the PRC in the event we are treated as a PRC resident enterprise.

Circular on Strengthening the Administration of Enterprise Income Tax for Share Transfer by Non-PRC Resident Enterprises

Pursuant to the Circular on Strengthening the Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation on December 10, 2009, where a non-PRC resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposing of the equity interests of an overseas holding company, or an “Indirect Transfer,” and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-PRC resident enterprise shall report this Indirect Transfer to the competent tax authority. The PRC tax authority will examine the true nature of the Indirect Transfer using a “substance over form” principle, and if the tax authority concludes that the non-PRC resident enterprise has adopted an “abusive arrangement” in order to avoid PRC tax, it may disregard the existence of the overseas holding company and re-characterize the Indirect Transfer and as a result, gains derived from such Indirect Transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related

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parties at a price which does not comply with arm’s length principle and results in reduction of taxable income, the competent tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

On March 28, 2011, SAT released the SAT Public Notice (2011) No. 24, or SAT Public Notice 24, to clarify several issues related to Circular 698. SAT Public Notice 24 became effective on April 1, 2011. According to SAT Public Notice 24, the term “effective tax” refers to the effective tax on the gain derived from disposition of the equity interests of an overseas holding company; and the term “does not impose income tax” refers to the cases where the gain derived from disposition of the equity interests of an overseas holding company is not subject to income tax in the country or region where the overseas holding company is a resident. On December 12, 2013, SAT issued the Notice on relevant Issues Concerning application of Special Taxation Arrangement for Share Transfer by Non-PRC Resident Enterprises, or SAT Circular 72. According to SAT Circular 72, where a non-PRC resident enterprise directly transfers its equity interest in a PRC resident enterprise to its affiliate, or “Restructuring,” (the non-PRC resident enterprise and its affiliate, collectively, the “Restructuring Group”), such non-PRC resident enterprise can apply for a special taxation arrangement with local tax authorities under which the Restructuring Group may defer its income tax by maintaining the original tax basis in the equity interest via the Restructuring if it satisfies certain conditions. Although SAT Circular 698 contains an exemption for transfers of publicly traded stock in a PRC resident enterprise, we do not believe Zhaopin Limited is a PRC resident enterprise and such exemption should not be applicable to the transfer of our ordinary shares or ADSs. If we are regarded as a non-PRC resident enterprise, PRC tax authorities may deem any future transfer of our ordinary shares or ADSs by our shareholders or holders of ADSs to be subject to these regulations, which may subject such shareholders or holders of ADSs to additional reporting obligations or tax burdens. If such shareholders or holders of ADSs fail to comply with these circulars, the PRC tax authorities may take actions, including requesting us to assist in their investigations, which could have a negative impact on our business operations.

Material United States Federal Income Tax Considerations

The following is a discussion of the material United States federal income tax considerations relating to the acquisition, ownership, and disposition of our ADSs or ordinary shares by U.S. Holders (as defined below) that will hold ADSs or ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended, or “Code”. This discussion is based upon applicable provisions of the Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal Revenue Service, or “IRS,” and such other authorities as we have considered relevant, which are subject to change, possibly with retroactive effect. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, certain financial institutions, insurance companies, broker-dealers, pension plans, regulated investment companies, real estate investment trusts, cooperatives, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, investors that are traders in securities that have elected the mark-to-market method of accounting, or investors that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those discussed below. In addition, this discussion does not address any non-United States, state, or local tax considerations. Each prospective investor is urged to consult its tax advisors regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in ADSs or ordinary shares.

General

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(ii) a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created in, or organized under the law of the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding our ADSs or ordinary shares is urged to consult its tax advisors regarding an investment in our ADSs or ordinary shares.

Based in part on certain representations from the depositary bank, a U.S. Holder of ADSs will be treated as the beneficial owner for United States federal income tax purposes of the underlying shares represented by the ADSs. The U.S. Treasury has expressed concerns that parties to whom American depositary shares are released before shares are delivered to the depositary, or intermediaries in the chain of ownership between holders of American depositary shares and the issuer of the security underlying the American depositary shares, may be taking actions that are inconsistent with claiming foreign tax credits by holders of American depositary shares. These actions would also be inconsistent with claiming the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditability of any PRC taxes and the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders, each described below, could be affected by actions taken by such parties or intermediaries.

Passive Foreign Investment Company Considerations

A non-United States corporation, such as our company, will be a “passive foreign investment company” (or a “PFIC”), for United States federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income, or “asset test”. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles associated with active business activity are taken into account as a non-passive asset. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

Although the law in this regard is not entirely clear, we treat our consolidated affiliated entities as being owned by us for United States federal income tax purposes, not only because we control their management decisions exercising effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we are not the owner of our consolidated affiliated entities for the United States federal income tax purposes, we may be treated as a PFIC for our current and any subsequent taxable year.

Based on our current income and assets and projections of the value of our ADSs and ordinary shares following this offering, we presently do not expect to be classified as a PFIC for the current taxable year and we do not anticipate becoming a PFIC in future taxable years. While we do not anticipate becoming a PFIC, because the value of assets for the purpose of the asset test may be determined, in part, by reference to the market price of our ADSs or ordinary shares, fluctuations in the market price of our ADSs or ordinary shares may cause us to become a PFIC for the current or future taxable years. The composition of our income and our assets will also be affected by how, and how quickly, we spend our liquid assets and the cash raised in this offering. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive income, or where we determine not to deploy significant

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amounts of cash for working capital or other purposes, our risk of becoming a PFIC may substantially increase. Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive or challenge our valuation of our tangible and intangible assets, each of which may result in our becoming a PFIC for the current or future taxable years.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, the PFIC tax rules discussed below under “Passive Foreign Investment Company Rules” generally will apply to such U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, will apply in future years even if we cease to be a PFIC in subsequent years. The discussion below under “Dividends” and “Sale or Other Disposition of ADSs or Ordinary Shares” is written on the basis that we are not a PFIC for United States federal income tax purposes.

Dividends

Subject to the discussion under “Passive Foreign Investment Company Rules” below, any cash distributions (including the amount of any PRC tax withheld) paid on ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary bank, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, we expect that any distribution paid will generally be treated as a “dividend” for United States federal income tax purposes. Subject to the discussion above regarding concerns expressed by the U.S. Treasury, for taxable years beginning before January 1, 2015, non-corporate recipients of dividend income generally will be subject to tax on dividend income from a “qualified foreign corporation” at a lower applicable capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period and other requirements are met. A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year, which will not be a qualified foreign corporation) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (ii) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an established securities market in the United States. We have applied to list the ADSs on the New York Stock Exchange. Provided the listing is approved, we should be a qualified foreign corporation for United States federal income tax purposes because the ADSs are expected to be readily tradable on an established securities market in the United States. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations under the Code.

In the event that we are deemed to be a PRC “resident enterprise” under the PRC Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends received on our ADSs or ordinary shares. In such case, we may, however, be eligible for the benefits of the United States-PRC income tax treaty. If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by our ADSs, would be eligible for the reduced rates of taxation applicable to qualified dividend income, as discussed above.

Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes. In the event that we are deemed to be a PRC “resident enterprise” under the EIT Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any PRC withholding taxes imposed on dividends received on ADSs or ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for PRC tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such holder elects to do so for

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all creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Other Disposition of ADSs or Ordinary Shares

Subject to the discussion under “Passive Foreign Investment Company Rules” below, a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term if the ADSs or ordinary shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. Holders is generally eligible for reduced rates of taxation. In the event that gain from the disposition of the ADSs or ordinary shares is subject to tax in the PRC, a U.S. Holder that is eligible for the benefits of the United States-PRC income tax treaty may elect to treat the gain as PRC source income for foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or ordinary shares, including the availability of the foreign tax credit in their particular circumstances.

Passive Foreign Investment Company Rules

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makes a mark-to-market election with respect to ADSs (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary share), and (ii) any gain realized on the sale or other disposition, including certain pledges of ADSs or ordinary shares. Under these PFIC rules:

•

the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares;

•

the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC (a “pre-PFIC year”) will be taxable as ordinary income;

•

the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to individuals or corporations, as appropriate, for that year; and

•

the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

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assurances may be given in this regard. If a U.S. Holder makes this election, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC, the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of such ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will be allowed only to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not be required to take into account the gain or loss described above during any year that such corporation is not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election. In the case of a U.S. Holder who makes a mark-to-market election, who has held ADSs or ordinary shares during any taxable year in respect of which we were a PFIC, and who continues to hold such ADSs or ordinary shares (or any portion thereof) and has not previously made a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such ADSs or ordinary shares.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the general PFIC rules discussed above with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes.

We do not intend to provide information necessary for U.S. Holders to make “qualified electing fund” elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must file an annual report with the Internal Revenue Service. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding, and disposing ADSs or ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election and the unavailability of the qualifying electing fund election.

Information Reporting and Backup Withholding

Dividend payments with respect to our ADSs or ordinary shares and proceeds from the sale, exchange or redemption of our ADSs or ordinary shares may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders should consult their tax advisors regarding the application of the United States information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s United States federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.

Pursuant to the Hiring Incentives to Restore Employment Act enacted on March 18, 2010, an individual U.S. Holder and certain entities may be required to submit to the IRS certain information with respect to his or her beneficial ownership of the ADSs or ordinary shares, if such ADSs or ordinary shares are not held on his or her behalf by a financial institution. Penalties apply if an individual U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated , we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and UBS Securities LLC are acting as representatives, the following respective numbers of ADSs:


Underwriter		Number of ADSs
Credit Suisse Securities (USA) LLC
UBS Securities LLC

Total

The underwriting agreement provides that the underwriters are obligated to purchase all ADSs in the offering if any are purchased, other than those ADSs covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. All sales of ADSs in the United States will be made by U.S. registered broker/dealers.

We have granted to the underwriters a 30-day option to purchase up to additional ADSs at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of ADSs.

The underwriters propose to offer ADSs initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per ADS. The underwriters and selling group members may allow a discount of $ per ADS on sales to other broker/dealers. After the initial public offering, the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

Per ADS

Total

Without
Over-allotment

With
Over-allotment

Without
Over-allotment

With
Over-allotment

US$

Underwriting discounts and commissions paid by us

US$

Expenses payable by us

US$

The underwriters have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of ADSs being offered.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any ADSs, our ordinary shares or securities convertible into or exchangeable or exercisable for any ADSs or our ordinary shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC for a period of 180 days after the date

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of this prospectus, except issuances pursuant to the exercise of employee stock options outstanding on the date hereof.

Our officers, directors, major shareholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any ADSs, our ordinary shares or securities convertible into or exchangeable or exercisable for any ADSs or our ordinary shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of ADSs or our ordinary shares, whether any of these transactions are to be settled by delivery of ADSs or our ordinary shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC for a period of 180 days after the date of this prospectus.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

[At our request, the underwriters have reserved for sale, at the initial public offering price, up to of the ADSs for our directors, officers, employees, business associates and related persons. Any sale to these persons will be made by through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved ADSs, but any purchases they make will reduce the number of ADSs available for sale to the general public. Any reserved ADSs which are not so purchased will be offered by the underwriters to the general public on the same basis as the ADSs being offered in this prospectus.]

We have applied to list our ADSs on the New York Stock Exchange.

[In connection with the listing of ADSs on the New York Stock Exchange, the underwriters will undertake to sell round lots of 100 ADSs or more to a minimum of beneficial owners.]

Prior to this offering, there has been no public market for the ADSs. The initial public offering price was negotiated between us and the representatives. In additional to prevailing market conditions, the factors considered in determining the initial public offering price included our historical performance, estimates of our business potential and earnings prospects, the valuation multiples of publicly traded companies that the representatives believed to be comparable to us, the history of, and the prospects for, the industry in which we compete and other factors deemed relevant by the representatives and us. It is also possible that after this offering, our ADSs will not trade in the public market at or above the initial public offering price.

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase in the over-allotment option. In a naked short position, the number of ADSs involved is greater than the number of ADSs in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing ADSs in the open market.

•

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out the short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the over-allotment option. If the underwriters sell more ADSs than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when ADSs originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of ADSs or preventing or retarding a decline in the market price of ADSs. As a result the price of ADSs may be higher than the price that might otherwise exist in the open market. These transactions may be effected on , and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of ADSs to underwriters and selling group members for sale to their online brokerage account holders. internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Selling Restrictions

Australia

This prospectus is not a product disclosure statement, prospectus or other type of disclosure document for the purposes of Corporations Act 2001 (Commonwealth of Australia), or “Corporations Act,” and does not purport to include the information required of a product disclosure statement, prospectus or other disclosure document under Chapter 6D.2 of the Corporations Act. No product disclosure statement, prospectus, disclosure document, offering material or advertisement in relation to the offer of the ADSs has been or will be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange. However, in accordance with SEEK’s continuous disclosure obligations in Australia, SEEK may from time to time make certain announcements to the Australian Securities Exchange in connection with this offer.

Accordingly, (1) the offer of the ADSs under this prospectus may only be made to persons: (i) to whom it is lawful to offer the ADSs without disclosure to investors under Chapter 6D.2 of the Corporations Act under one or more exemptions set out in Section 708 of the Corporations Act; and (ii) who are “wholesale clients” as that term is defined in section 761G of the Corporations Act; (2) this prospectus may only be made available in Australia to persons as set forth in clause (1) above; and (3) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (1) above, and the offeree does not currently intend to sell or offer for sale any of the ADSs sold to the offeree within 12 months after their issue except as otherwise permitted under the Corporations Act.

Bermuda

No offer of the ADSs may be made in Bermuda or to any person regarded as resident of Bermuda for exchange control purposes.

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Canada

The ADSs may not be offered, sold or distributed, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which such offer, sale or distribution is made, and only through a dealer duly registered under the applicable securities laws of that province or territory or in accordance with an exemption from the applicable registered dealer requirements.

Cayman Islands

This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs to the public in the Cayman Islands.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, or each a “Relevant Member State,” with effect from the including the date on which the Prospectus Directive is implemented in that Relevant Member State, or “Relevant Implementation Date,” an offer of the ADSs has not been made or will not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the ADSs to the public in that Relevant Member State at any time:

•

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last (or, in Sweden, its last two) annual or consolidated accounts; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of ADSs shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase any ADSs, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/7 1/EC and includes any relevant implementing measure in each Relevant Member State.

Hong Kong

The ADSs have not been offered and will not be offered other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of Companies Ordinance (Cap. 32) of Hong Kong; and the underwriters have not issued and will not issue any advertisement, invitation or document relating to the ADSs, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to

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“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under the Ordinance.

Indonesia

This prospectus has not been, and will not be, distributed or passed on within the Republic of Indonesia or to any persons who are citizens of Indonesia (wherever they are located or domiciled) or to entities or residents in Indonesia. The ADSs have not been offered or sold and will not be offered or sold, directly or indirectly, in the Republic of Indonesia or to Indonesian citizens (wherever they are domiciled or located), Indonesian entities, or Indonesian residents in a manner which constitutes a public offering of the ADSs under the laws or regulations of the Republic of Indonesia.

Israel

In the State of Israel, the ADSs offered hereby may not be offered to any person or entity other than the following:

•

a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;

•

a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;

•

an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;

•

a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;

•

a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);

•

an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and

•

an entity, other than an entity formed for the purpose of purchasing the ADSs in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.

Japan

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entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and other applicable laws, regulations and governmental guidelines in Japan.

PRC

This prospectus has not been and will not be circulated or distributed in the PRC, and the ADSs may not be offered or sold, and will not be offered or sold, directly or indirectly, to any resident of the PRC or to persons for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, the PRC does not include Taiwan and the Special Administrative Regions of Hong Kong and Macao.

Qatar

This prospectus has not been filed with, reviewed or approved by the Qatar Central Bank, any other relevant Qatar governmental body or securities exchange, nor any foreign governmental body or securities exchange. This prospectus is being issued to a limited number of sophisticated investors and should not be provided to any person other than the original recipient. It is not for general circulation in the State of Qatar and should not be reproduced or used for any other purpose.

Singapore

This prospectus has not been and will not be lodged with or registered as a prospectus by the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or the invitation for subscription or purchase of the ADSs may not be issued, circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined under Section 4A(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore, or “SFA,” and pursuant to Section 274 of the SFA, (ii) to a relevant person as defined under Section 275(2) of the SFA and pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of any other applicable provision of the SFA.

Where the ADSs are initially subscribed or purchased pursuant to an offer made in reliance of the exemptions under Sections 274 and 275 of the SFA, within the period of six months from the date of the initial subscription or purchase, the ADSs should only be sold in Singapore to institutional investors, relevant persons or any person pursuant to Section 275(1A) of the SFA.

Where the ADSs are subscribed for or purchased under Section 275 of the SFA by a relevant person that is:

•

a corporation (which is not an accredited investor as defined under Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the ADSs under Section 275 of the SFA except:

(i)

174

equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA;

(ii)

where no consideration is or will be given for the transfer;

(iii)

where the transfer is by operation of law; or

(iv)

as specified in Section 276(7) of the SFA.

Switzerland

The ADSs will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or “SIX,” or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to us or the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or “CISA”. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

Taiwan

The ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the ADSs in Taiwan.

United Arab Emirates and Dubai International Financial Center

The offering of the ADSs has not been approved or licensed by the Central Bank of the United Arab Emirates, or “UAE,” Emirates Securities and Commodities Authority or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority, or “DFSA,” a regulatory authority of the Dubai International Financial Centre, or “DIFC”. The offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), DFSA Offered Securities Rules and the Dubai International Financial Exchange Listing Rules, accordingly, or otherwise.

The ADSs may not be offered to the public in the UAE and/or any of the free zones. The ADSs may be offered and this prospectus may be issued, only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned. The ADSs will not be offered, sold, transferred or delivered to the public in the UAE or any of its free zones.

United Kingdom

This prospectus does not constitute a prospectus for the purposes of the prospectus rules issued by the UK Financial Services Authorities, or “FSA,” pursuant to section 84 of the Financial Services and Markets Act 2000,

175

as amended, or “FSMA,” and has not been filed with the FSA. The ADSs may not be offered or sold and will not be offered or sold to the public in the UK (within the meaning of section 102B of the FSMA) save in the circumstances where it is lawful to do so without an approved prospectus (with the meaning of the section 85 of the FSMA) being made available to the public before the offer is made. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale or any ADSs except in circumstances in which section 21(1) of the FSMA does not apply to us. This prospectus is directed only at (i) persons who are outside the UK and (ii) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or “FPO,” or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49 of the FPO.

Any investment or investment activity to which this prospectus relates is only available to and will only be engaged in with such persons and persons who do not fall within (ii) or (iii) above should not rely on or act upon this communication.

176

EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. Except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc. filing fee and the New York Stock Exchange listing fee, all amounts are estimates. A portion of the expenses will be reimbursed by the underwriters.


SEC registration fee		US$
The New York Stock Exchange listing fee
Financial Industry Regulatory Authority, Inc. filing fee
Printing expenses
Accounting fees and expenses
Legal fees and expenses
Miscellaneous

Total		US$

177

LEGAL MATTERS

We are being represented by Skadden, Arps, Slate, Meagher & Flom LLP with respect to certain legal matters as to United States federal securities and New York State law. The underwriters are being represented by Davis Polk & Wardwell LLP with respect to certain legal matters as to United States federal securities and New York State law. The validity of the ordinary shares represented by the ADSs offered in this offering will be passed upon for us by Maples and Calder. Certain legal matters as to PRC law will be passed upon for us by Commerce & Finance Law Offices and for the underwriters by Global Law Office. Skadden, Arps, Slate, Meagher & Flom LLP may rely upon Maples and Calder with respect to matters governed by Cayman Islands law and Commerce & Finance Law Offices with respect to matters governed by PRC law. Davis Polk & Wardwell LLP may rely upon Global Law Office with respect to matters governed by PRC law.

178

EXPERTS

The consolidated financial statements as of June 30, 2012 and 2013 and for each of the two years in the period ended June 30, 2013 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The registered business address of PricewaterhouseCoopers Zhong Tian LLP is 6/F DBS Bank Tower, 1318 Lu Jia Zui Ring Road, Pudong New Area, Shanghai, the People’s Republic of China.

179

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. This prospectus, which constitutes a part of such registration statement, does not contain all of the information contained in the registration statement. We have also filed with the SEC a related registration statement on Form F-6 to register the ADSs. You should read the registration statements on Form F-1 and Form F-6 and their respective exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon completion of this offering we will become subject to periodic reporting and other information disclosure requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 or visit the SEC website for further information on the operation of the public reference rooms.

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

180

ZHAOPIN LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Contents	Page
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 2012 and 2013		F-3
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2012 and 2013		F-7
Consolidated Statements of Changes in Shareholders’ (Deficit)/Equity for the Years Ended June 30, 2012 and 2013		F-8
Consolidated Statements of Cash Flows for the Years Ended June 30, 2012 and 2013		F-9
Notes to the Consolidated Financial Statements		F-11
Unaudited Interim Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2013		F-54
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the Six Months Ended December 31, 2012 and 2013		F-57
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ (Deficit)/Equity for the Six Months Ended December 31, 2012 and 2013		F-58
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2012 and 2013		F-59
Notes to the Unaudited Interim Condensed Consolidated Financial Statements		F-60

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Zhaopin Limited:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive income, of changes in shareholders’ (deficit)/equity and of cash flows present fairly, in all material respects, the financial position of Zhaopin Limited (the “Company”) and its subsidiaries (collectively, the “Group”) at June 30, 2012 and 2013, and the results of their operations and their cash flows for each of the two years in the period ended June 30, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Beijing, the People’s Republic of China

February 21, 2014

F-2

ZHAOPIN LIMITED

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2012 AND 2013

(in thousands, except for number of shares)


		As of June 30,
		2012		2013		2013		2013		2013
	Note	RMB		RMB		US$		RMB		US$
						(Note 3(d))		Pro forma (Note 16) (unaudited)		(Note 3(d)) Pro forma (Note 16) (unaudited)
ASSETS
Current assets:
Cash	3(f)		617,840		368,946		60,946		368,946		60,946
Restricted cash	3(g)		—		10,757		1,777		10,757		1,777
Time deposits and restricted time deposits	3(h)		—		332,340		54,899		332,340		54,899
Accounts receivable, net	5		11,736		12,192		2,014		12,192		2,014
Amounts due from a related party	17		7,559		—		—		—		—
Prepayments and other current assets	6		57,570		60,616		10,013		60,616		10,013
Deferred tax assets	11		9,502		9,495		1,568		9,495		1,568

Total current assets			704,207		794,346		131,217		794,346		131,217

Non-current assets:
Restricted cash	3(g)		—		4,115		680		4,115		680
Restricted time deposits	3(h)		—		187,110		30,908		187,110		30,908
Property and equipment, net	7		26,905		30,939		5,111		30,939		5,111
Intangible assets, net	8		1,962		4,750		784		4,750		784

Total non-current assets			28,867		226,914		37,483		226,914		37,483

Total assets			733,074		1,021,260		168,700		1,021,260		168,700

LIABILITY, MEZZAININE EQUITY AND SHAREHOLDERS’ (DEFICIT)/EQUITY
Current liabilities:
Short-term bank loan	9		—		212,259		35,063		333,572		55,102
Current portion of long-term bank loans	9		—		36,444		6,020		—		—
Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to the Company of RMB365 and RMB304(US$50) as of June 30, 2012 and 2013, respectively)			3,102		2,778		459		2,778		459
Amounts due to related parties	17		1,207		990		164		990		164
Salaries and welfare payable (including salaries and welfare payable of the consolidated variable interest entities without recourse to the Company of RMB4,856 and RMB4,914(US$812) as of June 30, 2012 and 2013, respectively)			60,394		74,580		12,320		74,580		12,320
Taxes payable (including taxes payable of the consolidated variable interest entities without recourse to the Company of RMB4,335 and RMB4,313(US$712) as of June 30, 2012 and 2013, respectively)			14,922		44,414		7,337		44,414		7,337

F-3

ZHAOPIN LIMITED

CONSOLIDATED BALANCE SHEETS—(Continued)

AS OF JUNE 30, 2012 AND 2013

(in thousands, except for number of shares)


			As of June 30,
			2012		2013		2013		2013		2013
	Note		RMB		RMB		US$		RMB		US$
							(Note 3(d))		Pro forma (Note 16) (unaudited)		(Note 3(d)) Pro forma (Note 16) (unaudited)
Deferred revenues (including deferred revenues of the consolidated variable interest entities without recourse to the Company of RMB42,224 and RMB22,863(US$3,777) as of June 30, 2012 and 2013, respectively)				328,068		366,589		60,556		366,589		60,556
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated variable interest entities without recourse to the Company of RMB4,189 and RMB5,769(US$953) as of June 30, 2012 and 2013, respectively)		10		38,430		61,135		10,097		61,135		10,097
Deferred tax liability				—		22,410		3,702		22,410		3,702

Total current liabilities				446,123		821,599		135,718		906,468		149,737

Deferred revenues (including deferred revenues of the consolidated variable interest entities without recourse to the Company of RMB151 and RMB226(US$37) as of June 30, 2012 and 2013, respectively)				1,971		1,661		275		1,661		275
Long-term bank loans		9		—		162,864		26,903		77,995		12,884

Total liabilities				448,094		986,124		162,896		986,124		162,896

Commitments and contingencies		18
Mezzanine equity
Series A convertible preferred shares (US$0.01 par value; 12,604,286 shares authorized, 291,003 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$115 and nil as of June 30, 2012 and 2013, respectively)		13		952		—		—		—		—
		13		952		—		—		—		—
Series B convertible preferred shares (US$0.01 par value; 4,013,203 shares authorized, 460,749 and 257,166 shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$226 and US$126 as of June 30, 2012 and 2013, respectively, and none outstanding on a pro forma basis as of June 30, 2013 (unaudited))		13		1,873		1,045		173		—		—

F-4

ZHAOPIN LIMITED

CONSOLIDATED BALANCE SHEETS—(Continued)

AS OF JUNE 30, 2012 AND 2013

(in thousands, except for number of shares)


		As of June 30,
		2012		2013		2013		2013		2013
	Note	RMB		RMB		US$		RMB		US$
						(Note 3(d))		Pro forma (Note 16) (unaudited)		(Note 3(d)) Pro forma (Note 16) (unaudited)
Series C convertible preferred shares (US$0.01 par value; 15,722,878 shares authorized, 81,330 shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$42 as of June 30, 2012 and 2013, respectively, and none outstanding on a pro-forma basis as of June 30, 2013 (unaudited))	13		344		344		57		—		—
Series D-1 convertible preferred shares (US$0.01 par value; 19,426,718 shares authorized, 19,426,717 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$20,000 and nil as of June 30, 2012 and 2013, respectively)	13		156,181		—		—		—		—
Series D-2 convertible preferred shares (US$0.01 par value; 4,687,500 shares authorized, 4,687,500 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$7,500 and nil liquidation value as of June 30, 2012 and 2013, respectively)	13		52,416		—		—		—		—
Series E redeemable convertible preferred shares (US$0.01 par value; 62,808,613 shares authorized, 60,391,186 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$108,704 and nil as of June 30, 2012 and 2013, respectively; aggregated redemption value of US$108,704 and nil as of June 30, 2012 and 2013, respectively)	13		746,037		—		—		—		—

Total mezzanine equity			957,803		1,389		230		—		—

F-5

ZHAOPIN LIMITED

CONSOLIDATED BALANCE SHEETS—(Continued)

AS OF JUNE 30, 2012 AND 2013

(in thousands, except for number of shares)


		As of June 30,
		2012			2013			2013			2013			2013
	Note	RMB			RMB			US$			RMB			US$
								(Note 3(d))			Pro forma (Note 16) (unaudited)			(Note 3(d)) Pro forma (Note 16) (unaudited)
Shareholders’ (deficit)/equity
Ordinary shares (US$0.01 par value; 159,051,299 shares authorized, 2,027,680 and 78,438,133 shares issued and outstanding as of June 30, 2012 and 2013, respectively, 78,776,629 shares outstanding on a pro forma basis as of June 30, 2013 (unaudited))	14		168			5,480			905			5,501			909
Additional paid-in capital			22,250			794,362			131,219			795,730			131,445
Statutory reserves	3(t)		6,738			9,093			1,502			9,093			1,502
Accumulated other comprehensive loss			(11,460	)		(2,551	)		(421	)		(2,551	)		(421	)
Accumulated deficit			(690,519	)		(772,637	)		(127,631	)		(772,637	)		(127,631	)

Total shareholders’ (deficit)/equity			(672,823	)		33,747			5,574			35,136			5,804

Total liabilities, mezzanine equity and shareholders’ (deficit)/equity			733,074			1,021,260			168,700			1,021,260			168,700

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ZHAOPIN LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)


		For the Years Ended June 30,
		2012			2013			2013
	Note	RMB			RMB			US$ Note 3(d)
Revenues:	3(m)
Online recruitment services			692,779			749,842			123,865
Campus recruitment services			58,771			67,307			11,118
Assessment services			16,956			32,740			5,408
Other human resources related services			53,026			39,731			6,564

Total revenues			821,532			889,620			146,955
Less: Business tax and surcharges			(48,636	)		(41,793	)		(6,904	)

Net revenues			772,896			847,827			140,051
Cost of services⁽¹⁾			(60,534	)		(67,531	)		(11,155	)

Gross profit			712,362			780,296			128,896

Operating expenses⁽¹⁾:
Sales and marketing expenses			(374,511	)		(399,850	)		(66,051	)
General and administrative expenses			(152,784	)		(171,538	)		(28,336	)

Total operating expenses			(527,295	)		(571,388	)		(94,387	)

Income from operations			185,067			208,908			34,509
Other (expenses)/income:
Foreign currency exchange loss			(32	)		(28	)		(5	)
Interest income, net			15,257			14,672			2,424
Other income, net			668			2,755			455

Income before income tax expenses			200,960			226,307			37,383
Income tax expenses	11		(30,243	)		(70,393	)		(11,628	)

Net income			170,717			155,914			25,755

Less: Deemed dividend to a preferred shareholder	13		—			(265,032	)		(43,780	)
Income allocated to participating preferred shareholders	13		(166,764	)		—			—

Net income/(loss) attributable to ordinary shareholders			3,953			(109,118	)		(18,025	)

Net income/(loss) per share:	15
—Basic			1.95			(20.51	)		(3.39	)
—Diluted			1.68			(20.51	)		(3.39	)
Weighted average number of shares used in computing net income/(loss) per share:
—Basic			2,027,680			5,319,527			5,319,527
—Diluted			101,331,125			5,319,527			5,319,527
Comprehensive income:
Net income			170,717			155,914			25,755
Foreign currency translation adjustment, net of tax			(555	)		8,909			1,472

Total comprehensive income			170,162			164,823			27,227

Note:
⁽¹⁾ Share-based compensation expenses were allocated to cost of services and operating expenses as follows:
Cost of services			345			239			39
Sales and marketing expenses			1,664			1,555			257
General and administrative expenses			6,243			3,911			646

The accompanying notes are an integral part of these consolidated financial statements.

F-7

ZHAOPIN LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares)


	Note		Ordinary Shares				Additional Paid-in Capital			Statutory Reserves		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Shareholders’ (Deficit)/Equity
			Shares		RMB		RMB			RMB		RMB			RMB			RMB
Balances as of July 1, 2011				2,027,680		168		12,955			136		(10,905	)		(854,634	)		(852,280	)
Expiration of put option				—		—		1,043			—		—			—			1,043
Share-based compensation expenses		12		—		—		8,252			—		—			—			8,252
Appropriation of statutory reserves				—		—		—			6,602		—			(6,602	)		—
Net income				—		—		—			—		—			170,717			170,717
Foreign currency translation adjustment, net of tax				—		—		—			—		(555	)		—			(555	)

Balances as of June 30, 2012				2,027,680		168		22,250			6,738		(11,460	)		(690,519	)		(672,823	)

Share-based compensation expenses		12		—		—		5,705			—		—			—			5,705
Repurchase of Series E Preferred Shares		13		—		—		(29,355	)		—		—			(235,677	)		(265,032	)
Issuance of ordinary shares upon exercise of share options		12		4,061,591		256		3,239			—		—			—			3,495
Conversion of preferred shares		13		72,348,862		5,056		792,523			—		—			—			797,579
Appropriation of statutory reserves				—		—		—			2,355		—			(2,355	)		—
Net income				—		—		—			—		—			155,914			155,914
Foreign currency translation adjustment, net of tax				—		—		—			—		8,909			—			8,909

Balances as of June 30, 2013				78,438,133		5,480		794,362			9,093		(2,551	)		(772,637	)		33,747

The accompanying notes are an integral part of these consolidated financial statements.

F-8

ZHAOPIN LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands)


	For the Years Ended June 30,
	2012			2013			2013
	RMB			RMB			US$ Note 3(d)
Cash flows from operating activities:
Net income		170,717			155,914			25,755
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation expenses		8,252			5,705			942
Interest expense		—			3,136			518
(Reversal) / provision for allowance for doubtful accounts		(203	)		875			145
Depreciation expenses		11,114			14,608			2,413
Amortization expenses		1,180			2,335			386
Loss on disposal of property and equipment and intangible assets		200			109			18
Loss from foreign currency exchange		32			28			5
Deferred tax (benefits) / expenses		(9,211	)		22,417			3,703
Gain from disposal of a VIE		(774	)		—			—
Changes in operating assets and liabilities:
Accounts receivable		1,800			(1,331	)		(220	)
Amounts due from a related party		136			7,559			1,249
Prepayment and other current assets		(17,315	)		(3,046	)		(503	)
Amounts due to related parties		217			(217	)		(36	)
Accounts payable		(1,314	)		(324	)		(54	)
Salaries and welfare payable		18,426			14,186			2,343
Taxes payable		(6,383	)		29,492			4,872
Deferred revenues		62,502			38,211			6,312
Accrued expenses and other current liabilities		16,767			16,633			2,748

Net cash provided by operating activities		256,143			306,290			50,596

Cash flows from investing activities:
Placement of time deposits		—			(519,450	)		(85,807	)
Cash paid relating to restricted cash		—			(14,872	)		(2,457	)
Proceeds from disposal of property and equipment		261			49			8
Purchase of property and equipment		(23,451	)		(12,725	)		(2,101	)
Purchase of intangible assets		(1,333	)		(5,126	)		(847	)

Net cash used in investing activities		(24,523	)		(552,124	)		(91,204	)

Cash flows from financing activities:
Proceeds from exercise of options		—			3,495			577
Repurchase of preferred shares		—			(423,867	)		(70,018	)
Proceeds of bank loans		—			427,007			70,537
Payment of bank loan facility transaction costs		—			(8,912	)		(1,473	)

Net cash used in financing activities		—			(2,277	)		(377	)

Effect of exchange rate changes on cash		(555	)		(783	)		(129	)

Net increase/(decrease) in cash		231,065			(248,894	)		(41,114	)
Cash, beginning of the year		386,775			617,840			102,060

Cash, end of the year		617,840			368,946			60,946

F-9

ZHAOPIN LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands)


	For the Years Ended June 30,
	2012			2013		2013
	RMB			RMB		US$ Note 3(d)
Supplemental disclosure of cash flow information:
Cash paid for income taxes		45,975			44,365		7,329
Cash paid for interest expense		—			2,035		336
Supplemental disclosure of non-cash financing and investing activities:
Accrual related to purchase of property and equipment		(760	)		6,075		1,004
Accrual related to intended IPO-related service fees		12,256			—		—
Conversion of preferred shares into ordinary shares		—			797,579		131,751

The accompanying notes are an integral part of these consolidated financial statements.

F-10

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

(a) Principal Activities

Zhaopin Limited (“Zhaopin”, or the “Company”) through its subsidiaries and variable interest entities (“VIEs”), hereinafter collectively referred to as the “Group”, is principally engaged in operating a leading online recruitment platform in the People’s Republic of China (“China”, or the “PRC”). The Group also provides complementary human resources related services, including campus recruitment, executive searches and print advertising.

(b) Organization

The Company was incorporated in the Cayman Islands on September 1, 1999 under the name of Zhaopin.com Limited, and subsequently changed its name to Zhaopin Limited in 2002.

In 2000, the Company incorporated Beijing Wangpin Consulting Co., Ltd. (“Beijing Wangpin”) and Wangpin Information Consulting (Shanghai) Co., Ltd. In 2006, the Company incorporated Zhilian Wangpin (Beijing) Technology Co., Ltd. (“Zhilian Wangpin”), and in 2008 the Company incorporated Zhilian Yipin Beijing Technology Co., Ltd.

PRC laws and regulations currently limit direct foreign ownership of companies that provide value-added telecommunication services, advertising services and human resources related services. To comply with these regulations, the Company conducts parts of its online recruitment and other human resources related businesses in China through its VIEs (see Note 2). As of June 30, 2013, the Company has a total of 16 VIEs in China, including Beijing Zhilian Sanke Human Resources Service Co., Ltd. (“Zhilian Sanke”), which holds the licenses and permits necessary to conduct internet related operations in China. The Company conducts its human resources related operations primarily through Beijing Wangpin, a subsidiary of the Company.

(c) Major Subsidiaries and VIEs

As of June 30, 2013, the Company’s consolidated subsidiaries and VIEs include the following entities:


Name	Place of Incorporation/ Establishment	Date of Incorporation/ Acquisition	Percentage of Direct Ownership			Principal Activities
Subsidiaries
Beijing Wangpin Consulting Co., Ltd.	PRC	05/29/2000		90	%*	Online recruitment
Zhilian Yipin (Beijing) Technology Co., Ltd.	PRC	08/22/2008		100	%	Software development and technical services
Zhilian Wangpin (Beijing) Technology Co., Ltd.	PRC	02/17/2006		100	%	Software development and technical services
Wangpin Information Consulting (Shanghai) Company Co., Ltd.	PRC	03/22/2000		100	%	Dormant
Nanjing Zhilian Advertising Co., Ltd.	PRC	07/09/2004		100	%	Online recruitment***
Suzhou Wangpin Advertising Co., Ltd.	PRC	01/10/2006		100	%	Advertising
Changsha Lianzhi Human Resources Service Co., Ltd.	PRC	01/23/2006		100	%	Online recruitment***
Guangdong Zhilian Culture & Media Co., Ltd.	PRC	11/26/2007		100	%	Online recruitment

F-11

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)


Name	Place of Incorporation/ Establishment	Date of Incorporation/ Acquisition	Percentage of Direct Ownership			Principal Activities
VIEs
Beijing Zhilian Sanke Human Resources Service Co., Ltd.	PRC	04/29/1997		0	%**	Online recruitment
Wuhan Zhilian Rencai Advertising Co., Ltd.	PRC	10/31/2003		0	%**	Online recruitment***
Shaanxi Zhilian Advertising Co., Ltd.	PRC	04/26/2004		0	%**	Advertising***
Jinan Zhilian Wangpin Advertising Co., Ltd.	PRC	10/14/2004		0	%**	Advertising***
Sichuan Zhilian Advertising Co., Ltd.	PRC	12/09/2004		0	%**	Advertising***
Shenyang Zhilian Wangpin Advertising Co., Ltd.	PRC	01/13/2005		0	%**	Advertising
Harbin Zhilian Wangcai Advertising Co., Ltd.	PRC	01/07/2008		0	%**	Advertising
Shenyang Zhilian Recruitment Service Co., Ltd.	PRC	05/09/2007		0	%**	Online recruitment***
Qingdao Zhilian Advertising Co., Ltd.	PRC	06/02/2005		0	%**	Advertising***
Dalian Zhilian Advertising Co., Ltd.	PRC	11/24/2005		0	%**	Advertising***
Tianjin Zhilian Advertising Co., Ltd.	PRC	12/31/2005		0	%**	Advertising***
Changchun Zhilian Advertising Co., Ltd.	PRC	01/14/2005		0	%**	Advertising***
Changchun Zhilian Human Resources Service Co., Ltd.	PRC	05/16/2006		0	%**	Online recruitment***
Hangzhou Wangpin Advertising Co., Ltd.	PRC	04/24/2006		0	%**	Advertising***
Fuzhou Zhilian Advertising Co., Ltd.	PRC	11/26/2007		0	%**	Advertising***
Xiamen Zhilian Wangpin Commercial Service Co., Ltd.	PRC	03/14/2008		0	%**	Business services***

*	Beijing Wangpin is 90% owned by the Company and 10% owned by Zhilian Sanke, a variable interest entity for which the Company is the primary beneficiary (see Note 2).

**	The Company is the primary beneficiary for these variable interest entities. Accordingly, the results of operations, financial position and cash flows of these entities have been consolidated in the Group’s consolidated financial statements (see Note 2).

***	The Company started to transfer the business operation of two subsidiaries of Zhilian Wangpin and 13 VIEs to Beijing Wangpin in preparation for the liquidation of the two subsidiaries and the 13 VIEs.

2. VARIABLE INTEREST ENTITIES

Zhilian Wangpin entered into a series of contractual agreements (collectively, “VIE Agreements”) with the VIEs and the respective direct equity owners of the VIEs, who are affiliated with the Company or who are affiliated with a former preferred shareholder of the Company. Through these contractual agreements, Zhilian Wangpin is able to:

•

exercise effective control over each VIE;

•

receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks of expected losses as if it were the sole shareholder; and

•

have an exclusive option to purchase all of the equity interest in each VIE.

F-12

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

In December 2009, the Financial Accounting Standards Board (“FASB”) issued Consolidation—Improvements to Financial Reporting by Enterprises Involved with VIEs. The amendment in this accounting standards update replaced the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has (1) the obligation to absorb losses of the entity, or (2) the right to receive benefits from the entity.

The Group adopted this amendment on January 1, 2010, which was the effective date of the standard. Management evaluated the relationships among Zhilian Wangpin, the VIEs and their respective direct equity owners and concluded that Zhilian Wangpin is the primary beneficiary in each variable interest arrangement. As a result, the results of operations, assets and liabilities of the VIEs have been included in the Group’s consolidated financial statements.

VIE Agreements

Zhilian Wangpin’s relationships with the VIEs are governed by the following contractual agreements. Unless otherwise stated, the contractual agreements signed with each VIE contains substantially similar terms as described below.

Business Operations Agreements

Pursuant to the Business Operations Agreements entered into between Zhilian Wangpin, each VIE and its respective direct equity owners, the VIE must appoint the persons designated by Zhilian Wangpin to be its directors, general manager, chief financial officer and any other senior officers. The VIE and its direct equity owners agree to accept the proposals provided by Zhilian Wangpin, from time to time and at any time, relating to employment, daily business and financial management. That is, Zhilian Wangpin has the contractual right to make all decisions of the VIE, including the power to direct and dictate the corporate policy, financial management, daily operations and staff employment of the VIE. Without Zhilian Wangpin’s prior written consent, the VIE shall not conduct any transaction which may materially affect its assets, obligations, rights or operations, including, but not limited to, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of its assets or intellectual property rights in favor of a third party, or transfer of any rights or obligations under this agreement to a third party. The term of these agreements are ten years and will be extended if Zhilian Wangpin provides a written notice requesting extension prior to the expiration date. Zhilian Wangpin may terminate the agreement at any time by providing advance written notice to the VIE. Neither the VIE nor any of its direct equity owners may terminate this agreement prior to the expiration date.

Equity Interest Pledge Agreements

F-13

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

interests into money in compliance with legal procedures, or has the priority to be compensated by the proceeds generated from auction or sale of such pledged equity interests. Without Zhilian Wangpin’s prior written consent, the direct equity owners of the VIE shall not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice Zhilian Wangpin’s interests. The Equity Interest Pledge Agreements shall expire on the date on which the VIE and its direct equity owners have fully performed their obligations under the aforementioned agreements.

Power of Attorney

Pursuant to the Power of Attorney, the direct equity owners each irrevocably appointed a person designated by Zhilian Wangpin as their attorney-in-fact to vote on their behalf on all matters of its respective VIE requiring shareholder approval under PRC laws and regulations and the VIE’s articles of association.

The appointment of the person designated by Zhilian Wangpin as the attorney-in-fact is conditional upon such person’s employment with Zhilian Wangpin or its affiliates. Each Power of Attorney will remain in force for ten years unless terminated earlier upon the occurrence of any of the following: (i) the person designated by Zhilian Wangpin terminates his or her employment with Zhilian Wangpin or its affiliates; (ii) Zhilian Wangpin issues a written notice to dismiss or replace the person designated by Zhilian Wangpin with another person; or (iii) the business operations agreement among Zhilian Wangpin, the VIE and its respective direct equity owners terminates or expires. The terms of the Power of Attorney agreement can be extended upon Zhilian Wangpin’s request, and the VIE’s approval of the agreement is not required. The VIE has no right to terminate the Power of Attorney agreement in any event.

Exclusive Equity Option Agreements

Pursuant to the Exclusive Equity Option Agreements entered into between Zhilian Wangpin, each VIE and the respective direct equity owners of each VIE, the direct equity owners have granted Zhilian Wangpin or its designated representatives an exclusive option to purchase, to the extent permitted under PRC law, all or part of their equity interest in the VIE in consideration for the loans extended to the direct equity owners of the VIE under the Loan Agreement mentioned below. Pursuant to the agreement, Zhilian Wangpin has the option to acquire the equity interest at the lowest price then permitted by PRC law in consideration of the cancellation of all or part of the loans extended to the direct equity owners under the Loan Agreement. Zhilian Wangpin or its designated representatives have sole discretion to decide when to exercise such options, either in part or in full. Zhilian Wangpin or its designated representatives are entitled to exercise the options an unlimited number of times until all of the equity interests have been acquired, and can freely transfer the option to any third party. Without Zhilian Wangpin’s consent, the direct equity owners may not transfer, donate, pledge or otherwise dispose of their equity shareholdings in any way. The term of this agreement is ten years and may be extended by Zhilian Wangpin’s written notice prior to the expiration date. The Exclusive Equity Option Agreement remains in full force and effect during the term of the agreement and extended period unless Zhilian Wangpin gives advance notice of termination to the direct equity owners or the VIE files bankruptcy, is dissolved or is forced to be closed.

Exclusive Technical and Consulting Services Agreements

F-14

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

among other things, server maintenance and related internet platform management service, development and upgrade of application software for servers and users, training of technical and business personnel, and other services agreed upon by the parties. Without Zhilian Wangpin’s prior written consent, the VIE shall not engage any third party for any of the technical and consulting services provided under this agreement. In addition, Zhilian Wangpin exclusively owns all intellectual property rights resulting from the performance of all services under this agreement. The Exclusive Technical and Consulting Services Agreement entitles Zhilian Wangpin to charge the VIE service fees that amount to substantially all of the net income of the VIE. The term of this agreement is ten years and will be extended upon the written notice made by Zhilian Wangpin for a period determined by Zhilian Wangpin. Zhilian Wangpin can terminate the agreement at any time by providing 30 days’ prior written notice to the VIE. The VIE is not permitted to terminate the agreement prior to the expiration date, unless due to Zhilian Wangpin’s gross negligence, fraud, unlawful conducts or bankruptcy.

Loan Agreements

Under the Loan Agreements between Zhilian Wangpin and the direct equity owners, Zhilian Wangpin extended interest-free loans to the direct equity owners of each VIE solely for the purpose of capital injection to the VIE. The loan can be repaid only with the proceeds from the sale of all of the equity interest in the VIE to Zhilian Wangpin, or its designated representatives upon the written request of Zhilian Wangpin. The term of the loan is ten years from the date when the loan is received by the direct equity owners, and will be automatically extended for another one year for an unlimited number of times unless terminated by written notice from Zhilian Wangpin to the direct equity owners of the VIE thirty days prior to the due date.

Risks in Relation to the Corporate Structure

Pursuant to Business Operations Agreements and Power of Attorney, the Company has obtained power, as granted to the direct equity owners by the applicable PRC law and under the articles of association of the VIEs, to direct all significant activities of the VIEs, which include but are not limited to budgeting, financing, and making other strategic and operational decisions, which significantly impact the VIEs’ economic performance.

Under the Exclusive Technical and Consulting Service Agreement, the amount of service fees to be paid by the VIEs shall be determined by Zhilian Wangpin. Zhilian Wangpin is contractually given the power to determine the amount of the service fees as deemed appropriate given that Zhilian Wangpin has effective control over the management and board of directors of the VIEs through the Business Operations Agreements and Power of Attorney agreements. Accordingly, the Exclusive Technical and Consulting Service Agreements give Zhilian Wangpin the ability to extract substantially all of the economic benefits out of the VIEs at Zhilian Wangpin’s sole discretion. In addition, under the other contractual arrangements between Zhilian Wangpin, the VIEs and the direct equity owners, Zhilian Wangpin has the sole authority to restrict any payment of dividends or any amounts to the direct equity owners. Zhilian Wangpin also has the right to receive all residual assets of the VIEs through the exercise of the call option under the Exclusive Equity Option Agreements, when and to the extent permitted by PRC law.

F-15

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

Therefore, the Company has the right to receive significant benefits from the VIEs and has consolidated the financial results of the VIEs in the Company’s consolidated financial statements since their dates of incorporation.

The Group believes that Zhilian Wangpin’s contractual arrangements with the VIEs and the direct equity owners of the VIEs are in compliance with PRC regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce these contractual arrangements. If the corporate structure and contractual arrangements through which the Group conducts its business in China are found to be in violation of any existing or future PRC regulations, the relevant PRC regulatory authorities could:

•

revoke or refuse to grant or renew the Group’s business and operating licenses in China;

•

restrict or prohibit related party transactions between Zhilian Wangpin and the VIEs;

•

impose fines or other requirements which the Group may find difficult or impossible to comply with;

•

require the Group to alter the corporate structure; and

•

restrict or prohibit the Group’s ability to finance its operations.

The imposition of any of these penalties could result in a material adverse effect on the Group’s results of operations and financial condition. Any changes in PRC regulations that affect the Group’s ability to exercise effective control over the VIEs and receive substantially all of the economic benefits and residual returns of the VIEs may preclude the Group from consolidating the VIEs in the future. In addition, the legal owners of the VIEs are different from the legal owners of the Company and Zhilian Wangpin, and therefore the Group cannot be assured that when conflicts of interest arise, any or all of the direct equity owners will act in the best interests of the Group or such conflicts will be resolved in the Group’s favor. The direct equity owners of the VIEs may breach, cause the VIEs to breach or refuse to renew the existing contractual arrangements with Zhilian Wangpin. To prevent this from occurring, the following controls have been implemented by the Company:

•

The Company and its controlling shareholder SEEK Limited have the power to appoint direct equity owners of the VIEs, and are able to exercise appropriate evaluation of honesty and integrity of the direct equity owners of the VIEs;

•

Management of VIEs are designated by the Company to ensure VIEs are operating in accordance with the instructions directed by the Company; and

•

Business licenses and all company seals and chops of the VIEs are kept in the custody of the Company, and may only be used by authorized personnel according to the policies determined by the Company.

As of June 30, 2013, eight of the Group’s VIEs have registered their equity pledge with the relevant local administration for industry and commerce. The remaining eight VIEs have yet to register their equity pledge. Although the lack of registration of the equity pledges does not affect the Group’s ability to enforce the duly executed agreements against the direct equity owners of the VIEs, the Group may not be able to successfully enforce these pledges against any third parties, who may acquire the equity interests in the VIEs in good faith, until the equity pledges are registered.

F-16

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

The following consolidated financial information of the VIEs is included in the accompanying consolidated financial statements:


	As of June 30,
	2012		2013
	RMB		RMB
Total assets		32,378		22,677
Total liabilities		128,125		103,222
Payable to third parties		56,120		38,389
Payable to inter-company entities*		72,005		64,833


	For the Years Ended June 30,
	2012			2013
	RMB			RMB
Net revenue		147,111			100,289
Net income		20,943			15,446
Inter-company service fees paid/payable*		(2,525	)		—

	For the Years Ended June 30,
	2012			2013
	RMB			RMB
Net decrease in cash		(2,305	)		(8,249	)

*	All inter-company transactions and balances have been eliminated upon consolidation.

The total assets of the consolidated VIEs as of June 30, 2012 and 2013 were mainly comprised of cash, accounts receivable, amounts due from inter-company entities, prepayments and other current assets and property and equipment. The total liabilities of the consolidated VIEs as of June 30, 2012 and 2013 were mainly comprised of accounts payable, salaries and welfare payable, deferred revenues and amounts due to inter-company entities.

Under the contractual agreements with the VIEs, Zhilian Wangpin has the power to direct activities of the VIEs, and direct the transfer of assets out of the VIEs. Therefore, Zhilian Wangpin considers that there are no assets in the consolidated VIEs that can be used only to settle obligations of the consolidated VIEs except for registered capitals of the VIEs amounting to RMB 8,760 as of June 30, 2013. As the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs.

Currently there is no contractual arrangement that could require Zhilian Wangpin or the Company to provide additional financial support to the VIEs. As the Group is conducting certain businesses in the PRC through the VIEs, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss.

There is no VIE where the Company or its subsidiaries have a variable interest but are not the primary beneficiary.

F-17

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

Disposal of a VIE

In May 2012, Zhilian Wangpin disposed of Henan Wangpin Advertising Co., Ltd. (“Henan Wangpin”) by terminating its VIE agreements with Henan Wangpin and its direct equity holders. The Company disposed of Henan Wangpin because the Company planned to conduct its business operations in Henan through a branch established under Beijing Wangpin. To facilitate the disposal of Henan Wangpin, the Company has transferred substantially all of Henan Wangpin’s assets and operations into the Henan branch of Beijing Wangpin prior to the termination of the VIE agreements. All operational employees of Henan Wangpin were re-employed by Beijing Wangpin and all new sales contracts, including sales contracts with existing customers that have replaced expired contracts, were signed by Beijing Wangpin. Since Beijing Wangpin and Henan Wangpin were under common control before and after the assets and business transfer, the Company accounted for the arrangement as a common control transaction.

After the completion of the assets and operations transfer from Henan Wangpin into the Henan branch of Beijing Wangpin, the Company terminated its VIE agreement with Henan Wangpin and its direct equity holder. After the termination of the VIE agreements, Henan Wangpin ceased to be included in the consolidated financial statements of the Group. The Company recognized a gain from disposal amounting to RMB774 from the disposal of Henan Wangpin in its consolidated statement of comprehensive income.

Subsequent to the termination of the VIE agreements with Henan Wangpin, the Company entered into a service agreement with Henan Wangpin to transfer unfulfilled executory contracts with customers from Henan Wangpin to Beijing Wangpin at their carrying amount of RMB100. The executory contracts that Beijing Wangpin ultimately fulfilled were accounted for as revenue earned ratably over the remaining service fulfillment period. As of June 30, 2013, the Company has physical possession of the chops and seals of Henan Wangpin so the direct equity owners of Henan Wangpin do not have the ability to reassign any unfulfilled service contract to themselves, or another party.

3. PRINCIPAL ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs for which the Company is the ultimate primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.

The consolidated financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Group in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power, or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

F-18

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

beneficiary if the Company or its subsidiary has the power to direct the activities that most significantly impacts the entity’s economic performance, and bears the risks of, and enjoys the rewards normally associated with, ownership of the entity.

(b) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, the allowance for doubtful accounts, estimating useful lives of long-lived assets and intangible assets, subsequent impairment assessment of long-lived assets, valuation allowance of deferred tax assets, relative values of accounting units in certain multiple element arrangements and determination of share-based compensation. In addition, the valuation model used to estimate the fair value of share options upon grant date and the valuation of the preferred shares on their issuance date uses certain assumptions, including, but not limited to, complex and subjective judgment made regarding the Group’s projected financial and operating results and business risks.

(c) Functional Currency and Foreign Currency Translation

The Group uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company is the United States dollar (“US$”), while the functional currency of the Company’s subsidiaries and VIEs incorporated and operated in the PRC is the RMB. In the consolidated financial statements, the financial information of the Company has been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as foreign currency translation adjustments net of taxes, and are shown as a component of other comprehensive loss in the statements of comprehensive income.

(d) Convenience Translation

Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income and statements of cash flows from RMB into US$ as of and for the year ended June 30, 2013 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.0537, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on December 31, 2013. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2013, or at any other rate.

F-19

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(e) Fair Value of Financial Instruments

U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

Level 1—observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—include other inputs that are directly or indirectly observable in the market place.

Level 3—unobservable inputs which are supported by little or no market activity.

The Company’s financial instruments include time deposits and restricted time deposits, accounts receivable, prepaid and other current assets, non-current restricted time deposits, short-term borrowings, current portion of long-term bank loans, accounts payable, accrued expenses and other current liabilities, deferred revenues, and long-term bank loans. See Note 19—Fair Value Measurement.

(f) Cash and cash equivalents

Cash represents cash on hand and demand deposits placed with banks which have original maturities of three months or less, and are readily convertible into known amounts of cash.

The Group invests in short-term wealth management products with reputable PRC banks from time to time. These short-term wealth management products are considered cash equivalents as they are all principal-protected, redeemable at any time with original maturities of 90 days or less. All cash equivalents have been converted into cash at each reporting period end. The Group had no cash equivalent balances as of June 30, 2012 and 2013, respectively.

(g) Restricted cash

In February 2013, the Company entered into loans facility agreements with offshore branches of certain banks for the repurchase of redeemable convertible preferred shares (see Note 13). These bank loans are secured by RMB deposits in onshore branches of those banks.

For the year ended June 30, 2013, the Company drew down loans from the offshore banks for the repurchase of redeemable convertible preferred shares. The loans from the offshore banks are classified as short-term bank loans or long-term bank loans based on their repayment period. The rates of interest under the bank loan agreements with the lending banks were determined based on the prevailing interest rates in the market.

As at June 30, 2013, RMB 14,872 cash deposits in the interest reserve accounts for these bank loans, which are designated for bank loan payment only, are classified as restricted cash on the Company’s consolidated financial statements.

Restricted cash deposits are valued based on the prevailing interest rates in the market, and classified into current and non-current portion based on the maturities of the bank loans they are associated with.

F-20

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(h) Time deposits and restricted time deposits

Time deposits represent demand deposits placed with banks with original maturities of more than three months. Interest earned is recorded as interest income in the consolidated statements of comprehensive income during the periods. Time deposits are valued based on the prevailing interest rates in the market.

As at June 30, 2013, RMB 486,690 time deposits are pledged as collateral to the bank loans and therefore are treated as restricted time deposits on the Company’s consolidated financial statements.

Restricted time deposits are valued based on the prevailing interest rates in the market, and classified into current and non-current portion based on the maturities of the bank loans they are associated with.

(i) Accounts Receivable, net

The carrying value of accounts receivable is reduced by an allowance that reflects the Group’s best estimate of the amount that will not be collected. The Group makes estimation for the collectability of accounts receivable considering many factors including, but not limited to, reviewing accounts receivable balances, historical bad debt rate, repayment patterns, customer credit worthiness, financial condition of the customer and industry trend analysis that resulted in an inability to make overdue payments. The Group also makes specific allowances if there is evidence that the receivable is likely to be irrecoverable and the allowances are written off after all collection efforts have been exhausted and the potential for recovery is considered remote. Accounts receivable in the consolidated balance sheet were stated net of such provisions.

(j) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:


		Estimated Useful Lives of the Assets
Leasehold improvements		Shorter of the remaining lease period or the estimated useful lives
Electronic equipment		3 years
Furniture and office equipment		5 years
Motor vehicles		5 years

Expenditures for repairs and maintenance are expensed as incurred. The gain or loss on disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the disposal assets. Such differences, if any, are recognized as other income, net in the consolidated statements of comprehensive income.

(k) Intangible Assets

Intangible assets mainly consist of computer software and licenses purchased for internal use. Intangible assets are stated at cost less accumulated amortization, which is recognized using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are 3 years for computer software, 10 years for licenses and 10 years for registered trademarks.

F-21

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(l) Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in the circumstances indicate that the carrying value of an asset may not be recoverable. When these events occur, the Group assesses the recoverability of the long-lived assets by comparing the carrying amount of the asset group to the estimated future undiscounted cash flows associated with the related assets. The Group recognizes impairment for long-lived assets in the event that the carrying value of such assets exceeds the estimated undiscounted cash flows attributable to such assets. No impairment of long-lived assets was recognized for any of the periods presented.

(m) Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, service has been rendered, the price is fixed or determinable and collection is reasonably assured. Revenue is deferred until these criteria are met and any cash payments received up front are initially recognized as deferred revenues.

Online Recruitment Services

The Group provides online recruitment services such as classified job postings, display advertisements, resume access services and other online recruitment services. Employers enter into standard service agreements with the Group, under which different service arrangements, service fulfillment period, total consideration and other terms are agreed upon by both parties. Revenues are recognized ratably over the service fulfillment period, which normally ranges from one month to one year.

Online Recruitment Services contracts may consist of multiple deliverables in the arrangement such as those services described above. Each deliverable is a separate unit of accounting, as they have value to the customer on a standalone basis and there are no customer-negotiated refunds or return rights for the delivered items. Arrangement consideration is allocated to each unit of accounting at the inception of the arrangement based on the relative selling price of each unit of accounting according to the selling price hierarchy established by ASU No.2009-13, “Revenue Recognition—Multiple-Deliverable Revenue Arrangements” and recognized over the service fulfillment period. The Company uses (a) vendor-specific objective evidence of selling price, if it exists, otherwise, (b) third-party evidence of selling price. If neither (a) nor (b) exists, the Company will use (c) the management’s best estimate of the selling price for that deliverable. Selling price is generally determined by vendor specific objective evidence, which is the price charged for a deliverable when it is sold on a standalone basis. For all the periods presented, the service fulfillment period for the separate units of accounting within the multiple-element arrangement is the same. Therefore, the allocation between the separate units of accounting for online recruitment services does not have a material impact on the Company’s consolidated financial statements.

Campus Recruitment Services

The Group provides campus recruitment services to corporate employers. Campus recruitment service includes planning, recruitment advertising and organizing recruitment activities. Upon completion of these activities, a completion report is delivered to customers summarizing the activities carried out. Fees for these types of services are recognized upon delivery of the completion report.

F-22

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

Assessment Services

The Group provides both online and offline assessment services to assist corporate customers in evaluating capabilities and dispositions of their job candidates and existing employees.

Online assessment services are based on an online assessment platform. Corporate employers are granted with access to the online assessment with a predetermined service fulfillment period, which normally ranges from 3 months to one year. Revenues are recognized ratably over the service fulfillment period.

Offline assessment services include planning, organizing assessment events, and summarizing assessment results. Upon completion of these activities, a completion report is delivered to customers summarizing the activities carried out. Fees for these types of services are recognized upon delivery of the completion report.

Other Human Resources Related Services

The Group also provides other human resources related services such as executive search services, print advertising services, training services, human resources agent services and other services. Arrangements for these other human resources related services are generally short-term in nature. Fees for these types of services are recognized when fees are fixed or determinable, collectability is reasonably assured and service performance is complete.

(n) Cost of Services

Cost of services consist primarily of network costs, printing and publishing expenses, payroll, share-based compensation and other employee-related costs and other expenses incurred by the Group which are directly attributable to the performance of the Group’s online recruitment and other human resources related services.

(o) Sales and Marketing Expenses

Sales and marketing expenses consist primarily of payroll, share-based compensation and other employee-related expenses for the Group’s sales and marketing staff, office rental and property management fees as well as advertising expenses. Advertising expenses generally represent the cost of marketing activities used to create or stimulate a positive image of the Group’s brand or a desire for the Group’s services. Advertising expenses are recorded as sales and marketing expenses when incurred, and totaled RMB80,199 and RMB66,219 for the years ended June 30, 2012 and 2013, respectively.

(p) General and Administrative Expenses

General and administrative expenses consist primarily of payroll, share-based compensation and other employee-related expenses for the Group’s managerial and administrative staff, office rental and property management fees, professional services fees, depreciation of equipment and other administrative office expenses.

(q) Share-Based Compensation

F-23

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

Compensation. The awards are measured at grant date fair value and are recognized as compensation expenses, net of estimated forfeiture, using the graded vesting method, over the requisite service period, which is generally the vesting period. Forfeiture rates are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from the initial estimates.

The Binomial option-pricing model is used to measure the value of the awards. The determination of the fair value is affected by the share price as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee share option exercise behavior, risk-free interest rates and expected dividends. The use of the Binomial option-pricing model requires a number of complex assumptions.

(r) Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases, net of any rent concessions, are charged to the consolidated statements of comprehensive income on a straight-line basis over the lease term.

(s) Taxation

Value-added tax, business tax and surcharges

Prior to September 2012, the Company’s subsidiaries and VIEs in the PRC are subject to business taxes and related surcharges on the revenues earned for services provided in the PRC after certain deductions. The applicable rate of business taxes is 5%. Business taxes and related surcharges are deducted from gross revenues to arrive at net revenues in the Group’s consolidated statements of comprehensive income.

Effective January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation launched the Value Added Tax (“VAT”) Pilot Program for certain industries in certain regions. According to the implementation circulars released by the Ministry of Finance and the State Administration of Taxation on the Pilot Program, the “Modern Service Industries” includes research, development and technological services, information technology services, cultural innovation services, logistics support, lease of corporeal properties, attestation and consulting services. Accordingly, some of our subsidiaries and VIEs were in the Pilot Program and subject to VAT at a rate of 6%. The VAT payable of these subsidiaries and VIEs is the net balance of the output VAT for the period after deducting the input VAT for the period. Hence, the amount of VAT payable does not result directly from output VAT generated from taxable services provided. As such, the net presentation of revenues subject to VAT is adopted. Subsidiaries and VIEs in the PRC which are not subject to VAT are still subject to business taxes at a rate of 5% and related surcharges on the revenues earned for services provided in the PRC after certain deductions.

Income Taxes

F-24

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

statements or tax returns. Deferred income taxes are determinable based on the temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in the consolidated statements of comprehensive income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred tax assets if it is considered more likely than not that some portion, or all, of the Group’s deferred tax assets will not be realized.

Uncertain Tax Positions

The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under income tax expenses in its statement of comprehensive income. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the years ended June 30, 2012 and 2013. As of June 30, 2012 and 2013, the Group did not have any significant unrecognized uncertain tax positions.

(t) Statutory Reserves

The Company’s PRC subsidiaries and VIEs in China are required to make appropriations to certain non-distributable reserve funds.

In accordance with the laws applicable to China’s Foreign Investment Enterprises, the Company’s subsidiaries registered as wholly-owned foreign enterprises in China have to make appropriations from their after-tax profits (as determined under the Accounting Standards for Business Enterprises as promulgated by the Ministry of Finance of the People’s Republic of China (“PRC GAAP”)) to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the respective entity’s after-tax profits as calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the respective company. Appropriation to the enterprise expansion fund and staff bonus and welfare fund is at each PRC entity’s discretion.

Beijing Wangpin, which is considered a Sino-foreign joint venture as is 90% owned by the Company and 10% owned by Zhilian Sanke, is permitted to provide reserve fund allocations of annual after-tax profit at the discretion of its board of directors.

Under China Company Laws, the VIEs of the Company, which are registered as domestic companies in China, must make appropriations from their after-tax profit as determined under PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of their after-tax profits as determined under PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the PRC entity. Appropriation to the discretionary surplus fund is made at the discretion of the respective PRC entity.

F-25

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

enterprise expansion fund can be used to increase registered capital upon PRC regulatory approval. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonuses to staff and for the collective welfare of employees. All these reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

For the years ended June 30, 2012 and 2013, the Company’s PRC subsidiaries and VIEs made appropriations of RMB6,602 and RMB2,355 respectively, to their statutory reserves.

(u) Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

(v) Net Income/(Loss) Per Share

Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights, which provide the holders of participating securities the ability to participate in all dividends declared with the holders of ordinary shares on a one-to-one per-share basis in all dividend declared, as if all undistributed earnings for the period were distributed. Diluted net income/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders as adjusted for the effect of income allocation to holders of participating preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the exercise of share options (using the treasury stock method) and the conversion of the convertible preferred shares (using the if-converted method). Ordinary equivalent shares are not included in the denominator of the diluted net income/(loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

(w) Employee Benefits

The full-time employees of the Group that are employed in the PRC are entitled to staff welfare and benefits including medical care, welfare subsidies, unemployment insurance, pension benefits and housing fund contributions through a PRC government-mandated multi-employer defined contribution plan. Companies are required to accrue for the benefits based on certain percentages of the employees’ salaries in accordance with the relevant regulations, and make contributions to the state-sponsored welfare, pension and medical plans out of the amounts accrued for these benefits. For the years ended June 30, 2012 and 2013, total amounts recognized for such employee benefits amounted to RMB63,109 and RMB78,371, respectively, and was charged to the consolidated statements of comprehensive income. The PRC government is responsible for the welfare and medical benefits and ultimate pension liability to these employees.

F-26

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(x) Comprehensive Income

Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding those resulting from investments by shareholders and distributions to shareholders. Accumulated other comprehensive loss consists of foreign currency translation adjustments.

(y) Segment Reporting

Operating segments are defined as components of an enterprise engaging in business activities about which separate financial information is available and evaluated regularly by the Group’s chief operating decision-maker in deciding how to allocate resources and assess performance. The Group has internal reporting that does not distinguish between markets or segments as a whole, and reports costs and expenses by nature as a whole. Hence, the Group has only one reporting segment.

As the Group’s long-lived assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented.

(z) Effect of Recent Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendment requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies would instead cross reference to the related footnote for additional information. The disclosure requirements are effective for annual reporting periods beginning after December 15, 2012, and interim periods within those annual periods. The guidance will be applied prospectively. The Group adopted this standard in its annual reporting period ending June 30, 2013. The adoption of this standard does not have a material impact on the Group’s financial position or results of operations.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Group is in the process of evaluating ASU 2013-11 and does not expect that it will have a material impact on its consolidated financial statements.

4. CERTAIN RISKS AND CONCENTRATION

(a) Concentration of Credit Risks

F-27

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

4. CERTAIN RISKS AND CONCENTRATION (Continued)

2012 and 2013, substantially all of the Group’s cash, restricted cash, time deposits and restricted time deposits were held in financial institutions located in the PRC that management believes are of high-credit rating and sound quality. Accounts receivable are typically unsecured and denominated in RMB, and are derived from revenues earned from operations arising in the PRC. Management believes credit risk on accounts receivable is moderate due to the diversity of its services and customers.

(b) Foreign Currency Risk

The majority of the Group’s operating transactions are generally denominated in RMB and a significant portion of the Group’s assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is affected by changes in central government policies and international economic and political developments. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by companies in China must be processed through PBOC or other PRC foreign exchange regulatory bodies and requires certain supporting documentation in order to affect the remittance.

(c) Major Customers

No individual customer accounted for more than 10% of net revenues during the years ended June 30, 2012 and 2013. No individual customer accounted for more than 10% of accounts receivable as of June 30, 2012 and 2013.

(d) PRC Regulations

The Chinese market in which the Group operates exposes the Group to certain macro-economic and regulatory risks and uncertainties. These uncertainties extend to the ability of the Group to provide online advertising, mobile and internet related services through contractual arrangements in the PRC since these industries remain highly regulated. The Chinese government may issue from time to time new laws or new interpretations on existing laws to regulate this industry. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws, the status of properties leased for the Group’s operations and the Group’s corporate structure and scope of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Group’s ability to conduct business in the PRC. The PRC government may also require the Group to restructure its operations entirely if it finds that the Group’s contractual arrangements do not comply with applicable laws and regulations. It is unclear how a restructuring could impact the Group’s business and operating results, as the PRC government has not yet found any such contractual arrangements to be in noncompliance. However, any such restructuring may cause significant disruption to the Group’s business operations.

F-28

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

5. ACCOUNTS RECEIVABLE, NET


	As of June 30,
	2012			2013
	RMB			RMB
Accounts receivable		13,702			14,378
Less: Allowance for doubtful accounts		(1,966	)		(2,186	)

Accounts receivable, net		11,736			12,192

The following table presents the movement of the allowance for doubtful accounts for the years ended June 30, 2012 and 2013:


	For the Years Ended June 30,
	2012			2013
	RMB			RMB
Balance at beginning of the year		(3,320	)		(1,966	)
Additions: reversal / (charges) to bad debt expenses, net of recoveries		203			(875	)
Less: write-offs of accounts receivable		1,151			655

Balance at end of the year		(1,966	)		(2,186	)

6. PREPAYMENTS AND OTHER CURRENT ASSETS


	As of June 30,
	2012		2013
	RMB		RMB
Advances to employees		8,662		9,497
Rental and advertising deposits		10,456		10,773
Prepaid rental and advertising expenses		5,379		4,532
Prepaid taxes		13,491		19,569
Prepaid professional service fees		17,528		5,729
Interest receivable		—		6,916
Others		2,054		3,600

Total		57,570		60,616

F-29

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

7. PROPERTY AND EQUIPMENT, NET


	As of June 30,
	2012			2013
	RMB			RMB
Electronic equipment		48,530			60,493
Furniture and office equipment		11,602			13,048
Leasehold improvements		11,645			14,139
Motor vehicles		945			1,053
Less: accumulated depreciation		(45,817	)		(57,794	)

Net book value		26,905			30,939

Depreciation expenses were RMB11,114 and RMB14,608 for the years ended June 30, 2012 and 2013, respectively.

Loss from disposal of property and equipment amounted to RMB197 and RMB109 for the years ended June 30, 2012 and 2013, respectively.

8. INTANGIBLE ASSETS, NET


	As of June 30,
	2012			2013
	RMB			RMB
Computer software		6,410			11,526
Acquired Internet Content Provider License		568			568
Trademarks		256			256
Less: accumulated amortization		(5,272	)		(7,600	)

Net book value		1,962			4,750

Amortization expenses amounted to RMB1,180 and RMB2,335 for the years ended June 30, 2012 and 2013, respectively.

Loss from disposal of intangible assets amounted to RMB3, and nil for the years ended June 30, 2012 and 2013, respectively.

The estimated amortization expenses for the above intangible assets for each of the following five years are as follows:


	Amount
	RMB
For the years ended June 30,
2014		2,321
2015		1,853
2016		521
2017		11
2018		11

F-30

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

9. BANK BORROWINGS

Bank borrowings as of June 30, 2013 consisted of the following:


	As of June 30,
	2012		2013
	RMB		RMB
Short-term bank loan		—		212,259
Long-term bank loans
Secured long-term bank loans		—		199,308
Less: current portion of long-term bank loans		—		(36,444	)

Non-current portion of long-term bank loans		—		162,864

The Group did not have any bank borrowing as of June 30, 2012. As of June 30, 2013, bank borrowings consisted of the following three bank loans entered for the repurchase of Series E Preferred Shares (see Note 13):

•

On January 31, 2013, the Group entered into a one-year loan facility agreement under which the Group can borrow up to US$ 40,000 at a floating interest rate of 1, 2 or 3 months London Interbank Offered Rate (LIBOR) +1.5% and the proceeds of this bank loan should only be used for the repurchase of Preferred Shares from Macquarie Zhaopin Limited. In February 2013, the Group drew down RMB 214,809 (US$ 35,000). The repurchase of the preferred shares was completed as of June 30, 2013; therefore, the remaining balance of the facility is not expected to be utilized in the future. The commitment fee for the undrawn balance of the facility is approximately RMB 154 (US$ 25). This bank loan facility is collateralized by pledged time deposits of RMB 258,000, which will be released upon the termination or expiry of this facility. RMB 9,760 (US$ 1,580) of cash is deposited as an interest reserve.

Transaction costs of RMB 4,187 were incurred to establish this bank loan and have been capitalized on the Company’s consolidated balance sheet, of which RMB 2,550 has not been amortized through the consolidated statement of comprehensive income as of June 30, 2013. This short-term bank loan incurred interest expense for the year ended June 30, 2013 of RMB 1,584.

•

On February 4, 2013, the Group entered into an eighteen-month bank loan facility agreement under which the Group can borrow up to US$ 13,000 at a floating interest rate of 1 month LIBOR+1.25% per annum. In February 2013, the Group drew down RMB 79,786 (US$ 13,000). This bank loan facility is collateralized by pledged time deposits of RMB 90,090, which will be released upon the termination or expiry of this facility. RMB 1,789 (US$ 285) of cash is deposited as interest reserve.

Transaction costs of RMB 2,740 were incurred to establish this facility and have been capitalized on the Company’s consolidated balance sheet, of which RMB 1,790 has not been amortized through the consolidated statement of comprehensive income as of June 30, 2013. This long-term bank loan incurred interest expense for the year ended June 30, 2013 of RMB 525.

•

F-31

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

9. BANK BORROWINGS (Continued)

interest reserve. This bank loan agreement contains various covenants, including, among other things, limitations on acquisition or investments, merger, additional security over the Company’s assets, providing guarantees or indemnities, dividend distribution, share redemption, additional indebtedness and treasury transactions. This bank loan facility will be cancelled and the entire outstanding loan, together with accrued interest shall become immediately due and payable upon the occurrence of:

•

issuance of equity securities by the Company whether by way of public offering or private placement;

•

issuance of bonds, capital market instruments or other debt securities by the Company;

•

letter of credits received upon the pledged time deposits being or becoming illegal or ceasing to be legal, valid, binding and enforceable; or

•

the sale of all or substantially all of the assets of the Company.

Transaction costs of RMB 1,985 were incurred to establish this facility and have been capitalized on the Company’s consolidated balance sheet, of which RMB 1,436 has not been amortized through the consolidated statement of comprehensive income as of June 30, 2013. This long-term bank loan incurred interest expense for the year ended June 30, 2013 of RMB 1,014.

The carrying value of the bank loans approximates their fair value. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements of long-term bank loans. (see Note 19).

The repayment schedule of the long-term bank loans is as follows:


	As of June 30, 2013
	RMB
Within one year		36,444
Between one and two years		162,864

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


	As of June 30,
	2012		2013
	RMB		RMB
Accrued professional service fees		19,712		15,560
Accrued advertising expenses		7,938		18,691
Accrued sales and promotion expenses		2,618		8,891
Accrued network support expenses		5,284		4,135
Payable for property and equipment purchases		248		6,323
Accrued training expenses		358		1,003
Interest payable		—		1,044
Accrued rental fees		815		1,934
Others		1,457		3,554

Total		38,430		61,135

F-32

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

11. TAXATION

Cayman Islands

The Company was incorporated in the Cayman Islands. Under the current tax laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

China

The PRC Enterprise Income Tax Law (the “EIT Law”) applies an income tax rate of 25% to all enterprises but grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs can enjoy a preferential income tax rate of 15% for three years, but need to re-apply after the end of the three-year period. The EIT Law became effective on January 1, 2008.

Except Beijing Wangpin, all of the Company’s PRC entities are subject to EIT at a rate of 25%. Beijing Wangpin has qualified as an HNTE and therefore is entitled to enjoy a preferential income tax rate of 15% from January 1, 2011 to December 31, 2013.

The EIT Law also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to PRC income taxes at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. However, due to limited guidance and implementation history the EIT Law, should the Group be treated as a resident enterprise for PRC tax purposes, the Group will be subject to PRC tax on worldwide income at a statutory tax rate of 25% retroactive to January 1, 2008.

Composition of Income before Tax

The components of income before income taxes are as follows (in thousands):


	For the Years Ended June 30
	2012			2013
	RMB			RMB
Income before income tax expenses
Income from China operations		202,271			239,758
Loss from non-China operations		(1,311	)		(13,451	)

Total income before income tax expenses		200,960			226,307

F-33

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

Composition of Income Tax Expenses

The current and deferred portions of income tax expenses included in the Group’s consolidated statements of comprehensive income are as follows:


	For the Years Ended June 30
	2012			2013
	RMB			RMB
Income tax expense applicable to China operations
Current income tax expenses		39,454			47,976
Deferred income tax		(9,211	)		7

Subtotal income tax expenses applicable to China operations		30,243			47,983
PRC withholding tax on undistributed earnings of PRC subsidiaries		—			22,410

Total income tax expenses		30,243			70,393

Reconciliation of the Differences between Statutory Tax Rate and the Effective Tax Rate

Reconciliation of the differences between the PRC statutory tax rate of 25% and the Group’s effective tax rate is as follows:


	For the Years Ended June 30,
	2012			2013
PRC statutory tax rate		25.0	%		25.0	%
Permanent book-tax differences
Non-deductible share-based compensation expenses		1.0	%		0.6	%
Other non-deductible expenses		3.4	%		2.7	%
Other permanent differences		0.2	%		(1.1	%)
Changes in valuation allowance		(4.5	%)		1.6	%
Tax effect of tax-exempt entity		0.2	%		1.5	%
Effect of PRC withholding tax associated with dividends		0.0	%		9.9	%
Effect of Beijing Wangpin’s HNTE tax holiday		(10.3	%)		(9.1	%)

Effective tax rate		15.0	%		31.1	%

The effects of Beijing Wangpin’s preferential tax rate to the Group are as follows:


	For the Years Ended June 30,
	2012		2013
	RMB		RMB
Preferential tax treatments impact to net income attributable to ordinary shareholders		20,676		20,574
Per share effect - basic		0.24		3.87
Per share effect - diluted		0.20		3.87

F-34

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

Deferred Tax Assets and Liabilities

Deferred taxes were measured using the enacted tax rates for the periods in which they are expected to be reversed. Significant components of the Group’s deferred tax assets are as follows:


	As of June 30,
	2012			2013
	RMB			RMB
Deferred tax assets, current
Accruals and other liabilities		9,274			10,117
Tax loss carry forwards		439			—
Advertising expenses carry forwards		1,654			386

Total current deferred tax assets		11,367			10,503
Less: Valuation allowance		(1,865	)		(1,008	)

Total current deferred tax assets, net		9,502			9,495

Deferred tax assets, non-current
Tax loss carry forwards		5,131			9,461
Advertising expenses carry forwards		22,531			22,697

Total non-current deferred tax assets		27,662			32,158
Less: valuation allowance		(27,662	)		(32,158	)

Total non-current deferred tax assets, net		—			—

Significant components of the Group’s deferred tax liabilities are as follows:


	As of June 30,
	2012		2013
	RMB		RMB
Deferred tax liabilities, current
PRC withholding tax on undistributed earnings of PRC subsidiaries		—		22,410

Total current deferred tax liabilities		—		22,410

As of June 30, 2013, the Group had net loss carryforwards of approximately RMB37,846, which will or are expected to expire during the period between December 31, 2013 and December 31, 2018.

Movement of Valuation Allowance

A valuation allowance is provided on the deferred tax assets to the extent that management believes that it is more likely than not that such deferred tax assets will not be utilized in the foreseeable future. In making such determination, the Group considers various factors including future taxable income exclusive of reversing temporary differences and carryforwards. For the year ended June 30, 2013, valuation allowance was reversed when certain VIEs generated sufficient taxable income to utilize the deferred tax assets. While some of the entities have started to be profitable, there are other entities which continue to incur losses. Valuation allowances have been maintained for those entities where future losses are still expected to occur and management estimated

F-35

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

that it is more likely than not that the deferred tax assets will not be utilized. If future events prevent the Group from realizing some or all of its deferred tax assets, an adjustment to the valuation allowances will be recorded when such events occur.

The following table shows the movement of valuation allowance for the years presented:


	For the Years Ended June 30,
	2012			2013
	RMB			RMB
Balance at beginning of the year		(38,572	)		(29,527	)
Current period addition		(2,612	)		(6,873	)
Current period reversal		11,657			3,234

Balance at end of the year		(29,527	)		(33,166	)

Withholding Tax on Undistributed Dividends

Under the EIT Law, dividends, interests, rent, royalties and gains on transfers of property payable by a foreign-invested enterprise in the PRC to its foreign investor who is a non-resident enterprise will be subject to withholding tax of 10%, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a reduced rate of withholding taxes. The withholding tax rate is 5% for the parent company incorporated in certain qualified jurisdictions if the parent company is the beneficial owner of the dividend and approved by the PRC tax authority to enjoy the preferential tax benefit. The withholding tax regulation imposed on the dividend income received from the Company’s PRC subsidiaries and VIEs will reduce the Company’s net income. On February 22, 2008, the Ministry of Finance and State Tax Bureau jointly issued a circular which stated that for foreign invested enterprises, all profits accumulated up to December 31, 2007 are exempted from withholding taxes when they are distributed to foreign investors. All foreign investment enterprises are subject to withholding tax from January 1, 2008.

As of June 30, 2012, the Company did not record any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, as the Company intended to reinvest its earnings to further expand its business in the PRC, and its foreign invested enterprises did not intend to declare dividends to their immediate foreign holding companies.

During the year ended June 30, 2013, the Board of Directors directed Zhaopin’s PRC subsidiaries to distribute all undistributed earnings to the Company for the repayment of bank loans. According to the requirements specified by PRC tax authorities, such distribution would be subject to 10% withholding tax. Therefore, as of June 30, 2013, the Company accrued deferred tax liabilities in the amount of RMB 22.4 million withholding taxes related solely to the distribution in respect of the repayment of the bank loans.

12. SHARE-BASED COMPENSATION

F-36

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

12. SHARE-BASED COMPENSATION (Continued)

terms of each award agreement. The contractual lives of the awards granted under these Plans are either five years or ten years. And granted awards follow either of the two vesting schedules (“Schedule A” and “Schedule B”) below:

•

Schedule A: 25% of the options vest on the one-year anniversary of the vesting commencement date and 1/48 of the options vest each month thereafter on the same day of the month of the vesting commencement date;

•

Schedule B: 25% of the options vest at each anniversary.

In June 2013, the Company adopted the 2013 Share Incentive Plan, or the “2013 Plan”. The options granted under the 2013 Plan have a contractual life of six years, and vest over a five-year period, with 20% vesting at each anniversary.

The following table summarizes the Company’s share option activities for the years ended June 30, 2012 and 2013:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
				US$
Balance at July 1, 2011		22,903,846			1.10		3.52
Granted		1,832,340			4.00		—
Forfeited		(411,558	)		2.56		—

Balance at June 30, 2012		24,324,628			1.29		2.94

Granted		2,370,000			3.95
Forfeited		(356,163	)		2.51
Exercised		(4,061,591	)		0.14		—

Balance at June 30, 2013		22,276,874			1.77		2.81

Vested and exercisable at June 30, 2013		18,147,841			1.33		2.53

F-37

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

12. SHARE-BASED COMPENSATION (Continued)

The fair value of each award is estimated on each grant date using the binomial option-pricing model which uses the assumptions presented below. Expected volatilities are based on the average volatility of comparable companies in the online human resources industry with the time period commensurate with the expected time period of the options granted. The Company uses historical data to estimate option exercise and employment termination rate within the pricing formula. The contractual life of the option is 5 to 10 years. The risk-free rate for periods within the contractual life of the options are based on the yield of maturity of China government bonds denominated in U.S. dollars at the option valuation date. The Company has no history of declaring or paying cash dividends on its capital stock and the Company does not plan to pay any dividend on its ordinary shares in the foreseeable future.


	For the years ended June 30,
	2012			2013
Risk-free interest rate (per annum)		1.73%~2.01	%		1.23%~1.47	%
Contractual life of the option		5			6
Expected dividend yield		0	%		0	%
Expected volatility		61.12%~62.04	%		54.06%~56.38	%
Post-vesting forfeiture rate		6%~8	%		0	%

The total fair value of shares vested in the years ended June 30, 2012 and 2013 was RMB6,725 and RMB9,029, respectively. For fully vested share options and share options expected to vest at the date of the latest statement of financial position, the aggregate intrinsic value for the outstanding options and exercisable options as of June 30, 2013 was RMB454,296 and RMB442,678, respectively.

There was no stock option exercised in the year ended June 30, 2012. For the year ended June 30, 2013, the total intrinsic value of stock options exercised was RMB78,973.

The weighted average grant date fair value of options granted was US$1.06 and US$2.24 during the years ended June 30, 2012 and 2013, respected.

The share-based compensation expenses were recognized in the comprehensive income with corresponding amounts recorded in additional paid-in capital of RMB8,252 and RMB5,705 for the years ended June 30, 2012 and 2013, respectively.

As of June 30, 2013, there was RMB35,274 of unrecognized compensation cost, related to non-vested share options. This cost is expected to be recognized over a weighted average period of 4.05 years.

F-38

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES

From 1999 to 2008, the Company has issued several rounds of preferred shares to certain investors. The details of each series of the preferred shares are as follows:


	Year of Issuance	Issue Price per Share		Total Shares Originally Issued		Number of Shares Repurchased and Exchanged before July 1, 2011		Number of Shares Repurchased or Converted		Shares Issued and Outstanding as of June 30, 2013		Aggregate Liquidation Value		Initial Conversion Ratio
		US$										US$
Convertible preferred shares
Series A	1999-2003		0~2.06		13,411,171		13,120,168		291,003		—		—		1:1.70795
Series B	2004		0.49		4,176,069		3,715,320		203,583		257,166		126		1:1
Series C	2001		0.51		15,722,878		15,641,548		—		81,330		42		1:1
Series D-1	2006, 2007		1.03		19,426,717		—		19,426,717		—		—		1:1
Series D-2	2008		1.60		4,687,500		—		4,687,500		—		—		1:1
Redeemable convertible preferred shares
Series E	2008		1.80		60,391,186		—		60,391,186		—		—		1:1

Total					117,815,521		32,477,036		84,999,989		338,496		168

*	806,885 of Series A Preferred Shares and 162,866 of Series B Preferred Shares were issued, repurchased and cancelled before January 1, 2008.

The Group has determined that the Series A, Series B, Series C, Series D-1 and Series D-2 convertible preferred shares (“Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D-1 Preferred Shares, Series D-2 Preferred Shares”) should not be classified as liabilities but rather as temporary equity since these convertible preferred shares are contingently redeemable upon a deemed liquidation event, which is considered to be an event not solely within the control of the Company. The Group has also determined that the Series E redeemable convertible preferred shares (“Series E Preferred Shares”) should be classified as temporary equity as they are redeemable at the option of the holders after July 1, 2013.

In assessing the conversion features and deemed liquidation feature embedded in the Series A, Series B, Series C, Series D-1 and Series D-2 Preferred Shares and the conversion and redemption features embedded in the Series E Preferred Shares, the Group has determined that the conversion and redemption features are not required to be bifurcated and accounted for as a derivative since the embedded features do not permit or require net settlement and therefore do not meet the definition of a derivative. Since the accounting conversion prices of the Series A, Series B, Series C, Series D-1, Series D-2 and Series E Preferred Shares exceed the fair value of the Group’s ordinary shares on their respective date of issuance, no beneficial conversion feature was recorded.

F-39

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES (Continued)

Key terms of convertible preferred shares

The key terms of the Series A, Series B, Series C, Series D-1 and Series D-2 Preferred Shares are summarized as follows:

Dividend rights

The Company shall not make any distribution to ordinary shares unless preferred shareholders receive an equal or greater distribution on an if-converted basis. Therefore, each holder of the preferred shares participates in any distribution among the ordinary shares pro rata based on the number of ordinary shares held by each preferred shareholder (calculated on an as-converted basis). Preferred shareholders are not obligated to share in any losses of the Company.

Liquidation rights

In the event of any liquidation, dissolution or winding up of the Company, the preferred shareholders are entitled to receive the amounts they originally paid for their preferred shares prior and in preference to any distribution to ordinary shareholders. The remaining assets of the Company available for distribution, if any, shall be distributed to the ordinary shareholders and preferred shareholders on an as-converted basis.

In the event of a deemed liquidation, which is defined as a consolidation or merger of the Company with or into any other company in which the members of the Company do not retain a majority of the voting power in the surviving company, or a sale, conveyance or disposition of all or substantially all of the assets of the Company, the preferred shareholders are entitled to receive the amounts they originally paid for their preferred shares. The holders of the preferred shares shall be paid in cash or in securities received from the acquiring company, or in a combination thereof, at the closing of any such transaction, unless the amount allocated to the respective preferred shares is waived by the holders of a majority of these preferred shares outstanding.

Conversion rights

Preferred shares are convertible into ordinary shares at any time after issuance. Series A Preferred Shares are convertible at the ratio of one Series A Preferred Share for 1.70795 ordinary shares adjusted for share splits, share dividends, recapitalizations and similar transactions. Series B, Series C, Series D-1 and Series D-2 Preferred Shares are convertible into ordinary shares on a one-for-one basis adjusted for share splits, share dividends, recapitalizations and similar transactions. All convertible preferred shares shall be automatically converted into ordinary shares upon the closing of the Company’s initial public offering.

On June 27, 2013, 291,003 Series A Preferred Shares were converted into ordinary shares on a one-for-1.70795 basis, and 203,583 Series B, 19,426,717 Series D-1 and 4,687,500 Series D-2 Preferred Shares were converted into ordinary shares on a one-for-one basis.

Voting rights

The preferred shareholders shall vote together with ordinary shareholders, and not as a separate class, on all matters put before the members of the Company on an as-converted basis.

F-40

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES (Continued)

Key terms of redeemable convertible preferred shares

Certain key terms of the Series E redeemable convertible preferred shares are the same as those applicable to the Series A, Series B, Series C, Series D-1 and Series D-2 convertible preferred shares as noted above. Key terms that only apply to the Series E redeemable convertible preferred shares are summarized as follows:

Liquidation rights

In the event of any liquidation, dissolution or winding up of the Company, holders of Series E Preferred Shares are entitled to receive the amounts they originally paid for the Series E Preferred Shares prior and in preference to any distribution to ordinary shareholders. The remaining assets of the Company available for distribution, if any, shall be distributed to the ordinary shareholders and all preferred shareholders on an as-converted basis.

In the event of a deemed liquidation, which is defined as a consolidation or merger of the Company below an enterprise value of US$154,000 with or into any other company in which the members of the Company do not retain a majority of the voting power in the surviving company, or a sale, conveyance or disposition of all or substantially all of the assets of the Company, the holders of Series E Preferred Shares are entitled to receive the amounts they originally paid for their preferred shares. The holders of the Series E preferred shares shall be paid in cash or in securities received from the acquiring company, or in a combination thereof, at the closing of any such transaction, unless the amount allocated to the respective preferred shares is waived by the holders of a majority of these preferred shares outstanding.

Conversion rights

Series E Preferred Shares are convertible into ordinary shares at any time after issuance. Series E preferred shares are convertible into ordinary shares on a one-for-one basis. All convertible preferred shares shall be automatically converted into ordinary shares upon the closing of the Company’s initial public offering. In the event the conversion price is adjusted, there could be a beneficial conversion feature.

On June 23, 2013, 47,534,043 Series E Preferred Shares were converted into ordinary shares on a one-for-one basis.

Redemption rights

At any time after July 1, 2013, holders of Series E Preferred Shares have the option to require the Company to redeem the Series E Preferred Shares at a price equal to the original issuance price.

Repurchase of redeemable convertible preferred shares

In February 2013, the Company repurchased 12,857,143 Series E Preferred Shares from Macquarie Zhaopin Limited for a total consideration of US$67.5 million. Per share consideration paid by the Company for the repurchase of Series E Preferred Shares was US$5.25 per share. The Company accounted for the transaction as an extinguishment of preferred shares. No gains or losses were recognized from the repurchase of these convertible preferred shares. The excess of the consideration transferred over the carrying amount of the preferred shares surrendered, amounting to RMB265,032 was recognized as a deemed dividend, and resulted in

F-41

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES (Continued)

an increase in net loss attributable to ordinary shareholders. The repurchased Series E Preferred Shares were then retired by the Company. The repurchase was funded by the three bank loans secured by the restricted time deposits (see Note 9). In the absence of retained earnings, the total amount was recognized in additional paid-in capital and in accumulated deficit after the additional paid-in capital was reduced to zero.

14. ORDINARY SHARES

For the year ended June 30, 2013, the Company issued 4,061,591 ordinary shares upon exercise of options under the Company’s Share Incentive Plans. The weighted average exercise price of these options was US$0.1365 per ordinary share. The total intrinsic value of options exercised is RMB84,904.

In June 2013, 72,348,862 ordinary shares were issued upon conversion of convertible preferred shares and redeemable convertible preferred shares. (see Note 13 for additional information).

As at June 30, 2013, there were 159,051,299 ordinary shares authorized and 78,438,133 ordinary shares issued and outstanding. The Group has reserved up to 338,496 ordinary shares for issuance upon conversion of the convertible preferred shares and the convertible redeemable preferred shares, and 26,106,909 ordinary shares for the Company’s Share Incentive Plans.

15. NET INCOME/(LOSS) PER SHARE

Basic and diluted net income/(loss) per share for each of the years presented are calculated as follows:


	For the Years Ended June 30,
	2012			2013
	RMB			RMB
Numerator:
Net income		170,717			155,914
Deemed dividend to Series E preferred shareholders		—			(265,032	)
Income allocated to participating preferred shareholders		(166,764	)		—

Numerator for basic net income/(loss) per share		3,953			(109,118	)

Dilutive effect of Series A, B, C, D-1, D-2 and E Preferred Shares		166,764			—

Numerator for diluted net income/(loss) per share		170,717			(109,118	)

Denominator:
Denominator for basic net income/(loss) per share-weighted average ordinary shares outstanding		2,027,680			5,319,527
Dilutive effect of share options		13,758,942			—
Dilutive effect of Series A, B, C, D-1, D-2 and E Preferred Shares		85,544,502			—

Denominator for diluted net income/(loss) per share-weighted average ordinary shares outstanding		101,331,124			5,319,527

Basic net income/(loss) per share		1.95			(20.51	)

Diluted income/(loss) per share		1.68			(20.51	)

F-42

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

15. NET INCOME/(LOSS) PER SHARE (Continued)

Potentially dilutive securities were not included in the calculation of diluted net income/(loss) per share for the periods where their inclusion would be anti-dilutive. These included weighted-average share options of 1,738,974 and 22,170,185, and weighted-average preferred shares of nil and 79,581,010 for the years ended June 30, 2012 and 2013, respectively.

16. UNAUDITED PRO FORMA BALANCE SHEET AND INCOME PER SHARE

Upon completion of the Company’s initial public offering, all preferred shares shall be automatically converted into ordinary shares based on the then-effective applicable conversion price, and a long-term bank loan, together with accrued interest shall become immediately due and payable. The pro forma balance sheet as of June 30, 2013 presents an as-adjusted financial position as if the conversion of the preferred shares into ordinary shares and acceleration of this long-term bank loan maturity occurred on June 30, 2013.

The unaudited pro forma net income/(loss) per share for the year ended June 30, 2013, giving effect to the conversion of the preferred shares into ordinary shares on their original date of issuance is as follows:


	For the Year Ended June 30, 2013
	RMB
Numerator:
Net income attributable to ordinary shareholder		155,914
Deemed dividend to Series E preferred shareholders		(265,032	)
Income allocated to participating preferred shareholders		—

Numerator for basic and diluted net income/(loss) per share		(109,118	)

Denominator:
Denominator for basic net income/(loss) per share-weighted average ordinary shares outstanding		5,319,527
Pro forma effect of convertible preferred shares		338,496

Denominator for pro forma basic income per share		5,658,023
Incremental effect of share of options		—

Denominator for pro forma diluted net income/(loss) per share		5,658,023

Pro forma net loss per share
Basic		(19.29	)

Diluted		(19.29	)

Potentially dilutive securities were not included in the calculation of diluted net income/(loss) per share in the period where their inclusion would be anti-dilutive. These include weighted-average share options of 22,170,185 for the year ended June 30, 2013.

F-43

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

17. RELATED PARTY TRANSACTIONS

(a) Transactions with related parties

The Company and Macquarie Investment Advisory (Beijing) Co., Ltd. (“Macquarie Advisory”) entered into a consulting agreement under which Macquarie Advisory agreed to provide consulting services to the Company. Total consideration for the consulting service amounted to RMB1,210 and RMB325 for the year ended June 30, 2012 and 2013, respectively. Macquarie Advisory is an affiliate of Macquarie Zhaopin Limited, an entity that held 38.1% equity interest in the Company on a diluted basis as of June 30, 2012.

In May, 2012, subsequent to the termination of VIE agreements with Henan Wangpin (see Note 2), the Company entered into a service agreement with Henan Wangpin. The purpose of the services agreement was to assist Henan Wangpin with providing recruitment services to existing customers related to those customer contracts that were still in process after the termination of the VIE agreements. As of June 30, 2013, service fees paid to the Company by Henan Wangpin amounted to RMB100. The Company accounted for transactions under the service agreement on a negotiated price.

In February 2013, the Company repurchased 12,857,143 Series E Preferred Shares from Macquarie Zhaopin Limited for a total cash consideration of US$67.5 million (see Note 13). As of June 30, 2013, the repurchase consideration has been paid to Macquarie Zhaopin Limited.

(b) Amounts due from a related party

The Group had the following balances due from a related party:


	For the Years Ended June 30,
	2012		2013
	RMB		RMB
Personal loan due from Hao Liu(i)		5,692		—
Interest on loan due from Hao Liu(ii)		177		—
Individual income tax receivables due from Hao Liu upon exercise of stock options(iii)		1,690		—

Total		7,559		—

(i)

In September 2008, the Company provided a US$900 loan to Hao Liu, the former CEO of the Company. The loan was a non-interest-bearing and was repayable within one year, with an automatic one-year extension upon each maturity date. Hao Liu pledged 300,000 vested options to the Company to purchase common shares at US$0.03 per share and 256,687 Series A preferred shares to the Company as the collateral under the loan. The personal loan due from Hao Liu has been settled in cash as of June 30, 2013.

(ii)	Interest on loan due from Hao Liu is related to a previous loan which accrued interest at 4%. The loan was settled as of December 31, 2008. The interest due from Hao Liu has been settled in cash as of June 30, 2013.

(iii)

The individual income tax receivable is related to tax amounts the Company paid on behalf of Hao Liu. The receivable from Hao Liu has been settled in cash as of June 30, 2013.

F-44

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

17. RELATED PARTY TRANSACTIONS (Continued)

(c) Amounts due to related parties

The Group had the following balances due to related parties:


	For the Years Ended June 30,
	2012		2013
	RMB		RMB
Consulting service fee payable to Macquarie Advisory		217		—
Interest payable to a shareholder(iv)		990		990

Total		1,207		990

(iv)

Interest payable to a shareholder is related to interest owed on a previous loan. The loan principal was converted into Series D-2 Preferred Shares in 2008. The interest payable has been classified as a current liability as the interest payment is due upon demand. There are no additional interests or penalties related to the interest payable.

18. COMMITMENTS AND CONTINGENCIES

(a) Non-cancellable Advertising Fee and Operating Lease Commitments

The Group has entered into non-cancellable advertising service contracts with advertising suppliers and outstanding operating leases commitments for certain offices under non-cancellable leases. Future minimum payments with respect to these agreements as of June 30, 2013 are as follows:


	Advertising Commitments		Operating Leases		Total
	RMB		RMB		RMB
2014		19,222		21,734		40,956
2015		—		14,171		14,171
2016		—		7,580		7,580
2017		—		1,686		1,686
2018 and thereafter		—		702		702

		19,222		45,873		65,095

Rental expenses for the years ended June 30, 2012 and 2013 amounted to RMB31,700 and RMB34,184, respectively.

(b) Contingencies

Pursuant to the PRC Regulations on the Administration of Talents Market, companies that purport to engage in human resources related services need to obtain the human resources service license. As of June 30, 2013, two of the consolidated VIEs and seven branches of Beijing Wangpin have been conducting human resources related services without the human resources service license may be ordered to cease operations and a fine of up to RMB30 per entity may be imposed, by local human resources bureaus. In addition, one of Beijing Wangpin’s branches have yet to complete its local registration process and may be imposed a fine not more than RMB100 for the non-compliance. If these entities were ordered to cease operations, this would have a material adverse

F-45

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

18. COMMITMENTS AND CONTINGENCIES (Continued)

impact on the operations of the Group. For periods presented, the Group has not been subject to any fines nor has any entity been ordered to cease operations. The Group is in the process of remediating such non-compliance and has not provided for any contingent liabilities as it does not believe any loss is probable and estimable.

The Group has no material contingent liabilities outstanding as at June 30, 2012 and 2013.

19. FAIR VALUE MEASUREMENT

The Company’s financial instruments include cash and cash equivalents, restricted cash, time deposits and restricted time deposits, accounts receivable, prepaid and other current assets, short-term bank loan, accounts payable, accrued expenses and other current liabilities, deferred revenues, and long-term bank loans. The carrying value of the Company’s short-term financial instruments approximates their fair value because of their short maturities. The carrying values of non-current restricted cash and time deposits and non-current deferred revenues approximate their fair values because the change in fair value after considering the discount rate is immaterial. The carrying value of the long-term bank loans also approximates their fair value, as they bear interest at rates determined based on the prevailing interest rates in the market.

The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy:


Items	Fair value hierarchy	As of June 30,
Items	Fair value hierarchy		2012	2013
			RMB	RMB
Restricted cash	Significant Other Observable Inputs (Level 2)		—	10,757
Time deposits and restricted time deposits	Significant Other Observable Inputs (Level 2)		—	332,340
Restricted cash—non-current	Significant Other Observable Inputs (Level 2)		—	4,115
Restricted time deposits—non-current	Significant Other Observable Inputs (Level 2)		—	187,110

Total:			—	534,322

Restricted cash—current and non-current

For the year ended June 30, 2013, the Company entered into loan agreements with offshore branches of certain banks for the purposes of repurchasing preferred shares from Macquarie. All of these bank loans were secured by an equivalent or greater amount of RMB time deposits by Beijing Wangpin in the onshore branches of such banks. In addition, certain amount of cash was deposited in offshore banks as an interest reserve to the bank loans. As of June 30, 2013, the total balance of bank loans was RMB412 million, carrying a floating rate of interest based on LIBOR. The bank loans from the offshore branches of the lending banks are classified as short-term bank loans or long-term bank loans based on their payment terms.

Restricted cash are valued based on the prevailing interest rates in the market. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

Time deposits and restricted time deposits

F-46

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

19. FAIR VALUE MEASUREMENT (Continued)

rates as stated in the contracts with the banks. The Company classifies the valuation techniques that use the prevailing interest rates input as Level 2 of fair value measurements. This is because there generally are no quoted prices in active markets for identical time deposits at the reporting date. Hence, in order to determine the fair value, the Company must use observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

For the year ended June 30, 2013, interest income from the restricted time deposits securing the bank loans was RMB6.5 million, and interest expense on the bank loans was RMB3.1 million.

Restricted time deposits are valued based on the prevailing interest rates in the market. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

The following are other financial instruments not measured at fair value in the balance sheets but for which the fair value is estimated for disclosure in accordance with ASC820.

Short-term receivables and payables

Accounts receivable and prepaid and other current assets are financial assets with carrying values that approximate fair value due to their short term nature. Short-term accounts payable and other current liabilities are financial liabilities with carrying values that approximate fair value due to their short term nature. The Company estimated fair values of these short-term receivables and payables using the discounted cash flow methodology. The estimated cash flow inputs used to derive fair value are unobservable in the market (Level 3 in the fair value hierarchy).

Short-term bank loan

The carrying value of the short-term bank loan approximates its fair value due to its short term nature. The rate of interest under the loan agreement with the lending bank was determined based on the prevailing interest rates in the market. The Company estimated the fair value of the short-term bank loan using the discounted cash flow methodology. The Company classifies the valuation techniques that use this input as Level 2 of fair value measurements of short-term bank loans.

Long-term bank loans

The carrying value of the long-term bank loans approximates fair value, as they bear interest at rates determined based on the prevailing interest rates in the market. The Company estimated the fair values of long-term bank loans using the discounted cash flow methodology. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements of long-term bank loans.

The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level 2 in the fair value hierarchy).

F-47

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

20. SUBSEQUENT EVENTS

On July 15, 2013, Beijing Wangpin declared a one-time cash dividend of RMB224,100 and RMB24,900 to the Company and Zhilian Sanke respectively. On September 22, 2013, Beijing Wangpin paid out the cash dividend of RMB24,900 to Zhilian Sanke; on October 8, 2013, Beijing Wangpin paid out the cash dividend of RMB224,100, with RMB201,690 paid to and received by the Company and RMB22,410 was paid to local Tax Bureau as withholding tax associated with this distribution plan (see note 11).

In August 2013, Suzhou Wangpin Advertising Co. Ltd. was liquidated.

On August 29, 2013, the Board of Directors of the Company approved the grant of 1,816,020 stock options subject to certain performance conditions to certain employees.

In October 2013, 6,488,409 ordinary shares were issued upon exercise of vested stock options, cash consideration of US$5,285 has been received by the Company.

On January 30 and February 14, 2014, the Company repaid short-term bank loan of US$ 35,000 and long-term bank loan of US$6,000, respectively when they became due.

The Group’s subsequent events have been evaluated through February 21, 2014, which was the date on which these financial statements were issued.

21. RESTRICTED NET ASSETS

Relevant PRC laws and regulations permit payments of dividends by the subsidiaries and the VIEs incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, each of the Company’s subsidiaries and VIEs is required to annually appropriate 10% of net after-tax income to the statutory general reserve fund (Note 3(t)) prior to payment of any dividends, unless such reserve funds have reached 50% of its respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the subsidiaries and VIEs are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances of the Group’s total consolidated net assets. As of June 30, 2013, the total registered capital and statutory reserves of the Company’s subsidiaries and VIEs incorporated in PRC and subjected to restriction amounted to approximately RMB364,761. Even though the Company currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to its shareholders. Except for the above, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries and the VIEs to satisfy any obligations of the Company.

22. ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY

Rule 12-04(a) and 4-08(e)(3) of Regulation S-X require condensed financial information as to the financial position, cash flows and results of operations of a parent company as of and for the same periods for which the audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year.

F-48

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

22. ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Continued)

The following condensed financial statements of the Company have been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Company used the equity method to account for its investment in its subsidiaries and VIEs. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiaries and VIEs” and “Accumulated losses in excess of investment in subsidiaries and VIEs”. The Company, its subsidiaries and VIEs were included in the consolidated financial statements whereby the inter-company balances and transactions were eliminated upon consolidation. The Company’s share of income from its subsidiaries and VIEs is reported as share of income from subsidiaries and VIEs in the condensed financial statements.

The Company is a Cayman Islands company and, therefore, is not subjected to income taxes for all years presented. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

As of June 30, 2012, and 2013, there were no material commitments or contingencies, significant provisions for long term obligations or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

Condensed Balance Sheets of Parent Company


	As of June 30,
	2012		2013		2013
	RMB		RMB		US$
					Note 3(d)
ASSETS
Current assets:
Cash		22,736		15,385		2,541
Restricted cash		—		10,757		1,777
Amounts due from a related party		7,559		—		—
Amounts due from subsidiaries and VIEs		4,145		4,145		685
Prepayments and other current assets		10,632		4,099		677

Total current assets		45,072		34,386		5,680
Restricted cash		—		4,115		680
Investment in subsidiaries and VIEs		257,668		455,148		75,185

Total non-current assets		257,668		459,263		75,865

Total assets		302,740		493,649		81,545

F-49

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

22. ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Continued)


	As of June 30,
	2012		2013		2013
	RMB		RMB		US$
					Note 3(d)
LIABILITY, MEZZAININE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Short-term bank loan		—		212,259		35,063
Current portion of long-term bank loans		—		36,444		6,020
Amounts due to a related party		990		990		164
Amounts due to subsidiaries and VIEs		3,463		12,275		2,028
Salaries and welfare payable		96		96		16
Taxes payable		4,093		4,093		676
Accrued expenses and other current liabilities		9,118		7,082		1,169
Deferred tax liability		—		22,410		3,702

Total current liabilities		17,760		295,649		48,838
Long-term bank loans		—		162,864		26,903

Total liabilities		17,760		458,513		75,741

Commitments and contingencies
Mezzanine equity
Series A convertible preferred shares (US$0.01 par value; 12,604,286 shares authorized, 291,003 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$115 and nil as of June 30, 2012 and 2013, respectively)		952		—		—
Series B convertible preferred shares (US$0.01 par value; 4,013,203 shares authorized, 460,749 and 257,166 shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$226 and US$126 as of June 30, 2012 and 2013, respectively, and none outstanding on a pro forma basis as of June 30, 2013 (unaudited))		1,873		1,045		173
Series C convertible preferred shares (US$0.01 par value; 15,722,878 shares authorized, 81,330 shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$42 and as of June 30, 2012 and 2013, respectively, and none outstanding on a pro forma basis as of June 30, 2013 (unaudited))		344		344		57
Series D-1 convertible preferred shares (US$0.01 par value; 19,426,718 shares authorized, 19,426,717 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$20,000 and nil as of June 30, 2012 and 2013, respectively)		156,181		—		—
Series D-2 convertible preferred shares (US$0.01 par value; 4,687,500 shares authorized, 4,687,500 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$7,500 and nil liquidation value as of June 30, 2012 and 2013, respectively)		52,416		—		—

F-50

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

22. ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Continued)


	As of June 30,
	2012			2013			2013
	RMB			RMB			US$
							Note 3(d)
Series E redeemable convertible preferred shares (US$0.01 par value; 62,808,613 shares authorized, 60,391,186 and nil shares issued and outstanding as of June 30, 2012 and 2013, respectively; aggregated liquidation value of US$108,704 and nil as of June 30, 2012 and 2013, respectively; aggregated redemption value of US$108,704 and nil as of June 30, 2012 and 2013, respectively)		746,037			—			—

Total mezzanine equity		957,803			1,389			230

Ordinary shares (US$0.01 par value, 159,051,299 shares authorized, 2,027,680 and 78,438,133 shares issued and outstanding as of June 30, 2012 and 2013, respectively, 78,776,629 shares outstanding on a pro forma basis as of June 30, 2013 (unaudited))		168			5,480			905
Additional paid-in capital		22,250			794,362			131,219
Accumulated other comprehensive loss		(11,460	)		(2,551	)		(421	)
Accumulated deficit		(683,781	)		(763,544	)		(126,129	)

Total shareholders’ (deficit)/equity		(672,823	)		33,747			5,574

Total liabilities, mezzanine equity and shareholders’ (deficit)/equity		302,740			493,649			81,545

F-51

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

22. ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Continued)

Condensed Statements of Comprehensive Income of Parent Company


	For the Years Ended June 30,
			2012			2013			2013
	Note		RMB			RMB			US$ Note 3(d)
Net revenues				—			—			—
Cost of services				(19	)		—			—

Gross loss				(19	)		—			—

Operating expenses				(1,290	)		(7,160	)		(1,183	)

Loss from operations				(1,309	)		(7,160	)		(1,183	)
Interest expenses, net				(2	)		(6,291	)		(1,039	)

Loss before income taxes and investments in subsidiaries and VIEs				(1,311	)		(13,451	)		(2,222	)
Income tax expenses				—			(22,410	)		(3,702	)
Share of income from investments in subsidiaries and VIEs				172,028			191,775			31,679

Net income				170,717			155,914			25,755
Less: Deemed dividend to a preferred shareholder		14		—			(265,032	)		(43,780	)
Income allocated to participating preferred shareholders		14		(166,764	)		—			—

Net income /(loss) attributable to ordinary shareholders				3,953			(109,118	)		(18,025	)

Comprehensive income:
Net income				170,717			155,914			25,755
Foreign currency translation adjustment, net of tax				(555	)		8,909			1,472

Total comprehensive income				170,162			164,823			27,227

F-52

ZHAOPIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED JUNE 30, 2012 AND 2013

(in thousands, except for number of shares and per share data)

22. ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Continued)

Condensed Statements of Cash Flows of Parent Company


	For the Years Ended June 30,
	2012			2013			2013
	RMB			RMB			US$ Note 3(d)
Net cash (used in)/provided by operating activities		(2,851	)		4,523			745

Cash flows from investing activities:
Cash paid relating to restricted cash		—			(14,872	)		(2,457	)

Net cash used in investing activities		—			(14,872	)		(2,457	)

Cash flows from financing activities:
Proceeds from exercise of options		—			3,495			577
Repurchase of preferred shares		—			(423,867	)		(70,018	)
Proceeds of bank loans		—			427,007			70,537
Payment of bank loan facility transaction costs		—			(2,854	)		(470	)

Net cash provided by financing activities		—			3,781			626

Effect of foreign exchange rate changes on cash		(555	)		(783	)		(129	)

Net decrease in cash		(3,406	)		(7,351	)		(1,215	)
Cash, beginning of the year		26,142			22,736			3,756

Cash, end of the year		22,736			15,385			2,541

Supplemental disclosure of cash flow information:
Cash paid for interest expense		—			2,035			336
Supplemental disclosure of non-cash financing and investing activities:
Conversion of preferred shares into ordinary shares		—			797,579			131,751

Notes to the Condensed Financial Statements of Parent Company

(a)

The condensed financial statements of the Company have been prepared in accordance with SEC Regulation S-X Rules 5-04 and 12-04.

(b)

The Company recorded its investment in its subsidiaries and VIEs under the equity method of accounting. Where the accumulated losses of the Company’s subsidiaries and VIEs exceeds the Company’s investment, the Company records accumulated losses in excess of its investment as a liability because a parent-subsidiary relationship exists. The Company recorded its share of the net income from the subsidiaries and VIEs as share of income from investments in subsidiaries and VIEs in its statements of comprehensive income.

(c)

The subsidiaries and VIEs did not pay any dividends to the Company for all years presented.

(d)

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company.

(e)

The Company did not have any significant commitments or contingencies, long-term obligations or guarantees as of June 30, 2013, except for those which have been separately disclosed in the consolidated financial statements, if any.

F-53

ZHAOPIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2013 AND DECEMBER 31, 2013

(in thousands, except for number of shares)


				As of December 31,
		June 30, 2013		2013		2013		2013		2013
	Note	RMB		RMB		US$		RMB		US$
						(Note 3(d))		Pro forma (Note 16)		(Note 3(d)) Pro forma (Note 16)
ASSETS
Current assets:
Cash	3(f)		368,946		568,417		93,896		568,417		93,896
Restricted cash	3(g)		10,757		10,754		1,776		10,754		1,776
Time deposits and restricted time deposits	3(h)		332,340		486,690		80,395		486,690		80,395
Accounts receivable, net	5		12,192		16,989		2,806		16,989		2,806
Amount due from related party	17		—		2,378		393		2,378		393
Prepayments and other current assets	6		60,616		89,192		14,733		89,192		14,733
Deferred tax assets	11		9,495		12,875		2,127		12,875		2,127

Total current assets			794,346		1,187,295		196,126		1,187,295		196,126

Non-current assets:
Restricted cash	3(g)		4,115		—		—		—		—
Restricted time deposits	3(h)		187,110		—		—		—		—
Property and equipment, net	7		30,939		32,471		5,364		32,471		5,364
Intangible assets, net	8		4,750		4,684		774		4,684		774

Total non-current assets			226,914		37,155		6,138		37,155		6,138

Total assets			1,021,260		1,224,450		202,264		1,224,450		202,264

LIABILITY, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term bank loan	9		212,259		212,936		35,175		334,188		55,204
Current portion of long-term bank loans	9		36,444		199,539		32,961		78,287		12,932
Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to the Company of RMB304 and RMB608 (US$100) as of June 30, 2013 and December 31, 2013, respectively)			2,778		8,522		1,408		8,522		1,408
Amounts due to related parties	17		990		990		164		990		164
Salaries and welfare payable (including salaries and welfare payable of the consolidated variable interest entities without recourse to the Company of RMB4,914 and RMB5,577(US$921) as of June 30, 2013 and December 31, 2013, respectively)			74,580		98,380		16,251		98,380		16,251

F-54

ZHAOPIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

AS OF JUNE 30, 2013 AND DECEMBER 31, 2013

(in thousands, except for number of shares)


					As of December 31,
			June 30, 2013		2013		2013		2013		2013
	Note		RMB		RMB		US$		RMB		US$
							(Note 3(d))		Pro forma (Note 16)		(Note 3(d)) Pro forma (Note 16)
Taxes payable (including taxes payable of the consolidated variable interest entities without recourse to the Company of RMB4,313 and RMB5,197(US$858) as of June 30, 2013 and December 31, 2013, respectively)				44,414		51,829		8,562		51,829		8,562
Deferred revenues (including deferred revenues of the consolidated variable interest entities without recourse to the Company of RMB22,863 and RMB9,852(US$1,627) as of June 30, 2013 and December 31, 2013, respectively)				366,589		404,222		66,773		404,222		66,773
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated variable interest entities without recourse to the Company of RMB5,769 and RMB4,000(US$661) as of June 30, 2013 and December 31, 2013, respectively)		10		61,135		70,667		11,670		70,667		11,670
Deferred tax liability				22,410		3,603		595		3,603		595

Total current liabilities				821,599		1,050,688		173,559		1,050,688		173,559

Deferred revenues (including deferred revenues of the consolidated variable interest entities without recourse to the Company of RMB226 and RMB261(US$43) as of June 30, 2013 and December 31, 2013, respectively)				1,661		2,281		377		2,281		377
Long-term bank loans		9		162,864		—		—		—		—

Total liabilities				986,124		1,052,969		173,936		1,052,969		173,936

Commitments and contingencies		18

F-55

ZHAOPIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

AS OF JUNE 30, 2013 AND DECEMBER 31, 2013

(in thousands, except for number of shares)


							As of December 31,
				June 30, 2013			2013			2013			2013			2013
	Note			RMB			RMB			US$			RMB			US$
										(Note 3(d))			Pro forma (Note 16)			(Note 3(d)) Pro forma (Note 16)
Mezzanine equity
Series B convertible preferred shares (US$0.01 par value; 4,013,203 shares authorized, 257,166 shares issued and outstanding as of June 30, 2013 and December 31, 2013, respectively; aggregated liquidation value of US$126 as of June 30, 2013 and December 31, 2013, respectively, and none outstanding on a pro forma basis as of December 31, 2013 (unaudited))		13			1,045			1,045			173			—			—
Series C convertible preferred shares (US$0.01 par value; 15,722,878 shares authorized, 81,330 shares issued and outstanding as of June 30, 2013 and December 31, 2013, respectively; aggregated liquidation value of US$42 as of June 30, 2013 and December 31, 2013, respectively, and none outstanding on a pro forma basis as of December 31, 2013 (unaudited))		13			344			344			57			—			—

Total mezzanine equity					1,389			1,389			230			—			—

Shareholders’ (deficit)/equity
Ordinary shares (US$0.01 par value; 159,051,299 shares authorized, 78,438,133 and 84,926,542 shares issued and outstanding as of June 30, 2013 and December 31, 2013, respectively, 85,265,038 shares outstanding on a pro forma basis as of December 31, 2013 (unaudited))		14			5,480			5,879			971			5,899			975
Additional paid-in capital					794,362			840,060			138,768			841,429			138,994
Statutory reserves		3	(t)		9,093			9,781			1,616			9,781			1,616
Accumulated other comprehensive loss					(2,551	)		(414	)		(68	)		(414	)		(68	)
Accumulated deficit					(772,637	)		(685,214	)		(113,189	)		(685,214	)		(113,189	)

Total shareholders’ equity					33,747			170,092			28,098			171,481			28,328

Total liabilities, mezzanine equity and shareholders’ equity					1,021,260			1,224,450			202,264			1,224,450			202,264

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-56

ZHAOPIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

INCOME FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 and 2013

(in thousands, except for number of shares and per share data)


		For the Six Months Ended December 31,
		2012			2013			2013
	Note	RMB			RMB			US$ Note 3(d)
Revenues:	3(m)
Online recruitment services			378,651			397,979			65,741
Campus recruitment services			31,914			52,112			8,608
Assessment services			14,362			24,299			4,014
Other human resources related services			20,632			26,627			4,398

Total revenues			445,559			501,017			82,761
Less: Business tax and surcharges			(24,549	)		(11,792	)		(1,948	)

Net revenues			421,010			489,225			80,813
Cost of services⁽¹⁾			(33,001	)		(47,597	)		(7,862	)

Gross profit			388,009			441,628			72,951

Operating expenses⁽¹⁾:
Sales and marketing expenses			(199,514	)		(228,649	)		(37,770	)
General and administrative expenses			(82,708	)		(105,325	)		(17,398	)

Total operating expenses			(282,222	)		(333,974	)		(55,168	)

Income from operations			105,787			107,654			17,783
Other (expenses)/income:
Foreign currency exchange loss			(7	)		(16	)		(3	)
Interest income, net			9,569			4,385			724
Other income, net	19		2,799			999			165

Income before income tax expenses			118,148			113,022			18,669
Income tax expenses	11		(23,294	)		(24,911	)		(4,115	)

Net income			94,854			88,111			14,554
Less: Income allocated to participating preferred shareholders	13		(92,108	)		(368	)		(61	)

Net income attributable to ordinary shareholders			2,746			87,743			14,493

Net income per share:	15
—Basic			1.08			1.09			0.18
—Diluted			0.93			0.94			0.16
Weighted average number of shares used in computing net income per share:
—Basic			2,549,903			80,673,031			80,673,031
—Diluted			102,524,761			93,717,467			93,717,467
Comprehensive income:
Net income			94,854			88,111			14,554
Foreign currency translation adjustment, net of tax			(193	)		2,137			353

Total comprehensive income			94,661			90,248			14,907

Note:
⁽¹⁾ Share-based compensation expenses were allocated to cost of services and operating expenses as follows:
Cost of services			149			62			10
Sales and marketing expenses			976			409			68
General and administrative expenses			2,232			13,165			2,175

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-57

ZHAOPIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 and 2013

(in thousands, except for number of shares)


	Note		Ordinary Shares				Additional Paid-in Capital		Statutory Reserves		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Shareholders’ (Deficit)/Equity
			Shares		RMB		RMB		RMB		RMB			RMB			RMB
Balances as of July 1, 2012				2,027,680		168		22,250		6,738		(11,460	)		(690,519	)		(672,823	)
Issuance of ordinary shares upon exercise of share options				1,000,000		63		1,363		—		—			—			1,426
Share-based compensation expenses		12		—		—		3,357		—		—			—			3,357
Appropriation of statutory reserves				—		—		—		1,666		—			(1,666	)		—
Net income				—		—		—		—		—			94,854			94,854
Foreign currency translation adjustment				—		—		—		—		(193	)		—			(193	)

Balances as of December 31, 2012				3,027,680		231		26,970		8,404		(11,653	)		(597,331	)		(573,379	)

Balances as of July 1, 2013				78,438,133		5,480		794,362		9,093		(2,551	)		(772,637	)		33,747
Issuance of ordinary shares upon exercise of share options		12		6,488,409		399		32,062		—		—			—			32,461
Share-based compensation expenses		12		—		—		13,636		—		—			—			13,636
Appropriation of statutory reserves				—		—		—		688		—			(688	)		—
Net income				—		—		—		—		—			88,111			88,111
Foreign currency translation adjustment				—		—		—		—		2,137			—			2,137

Balances as of December 31, 2013				84,926,542		5,879		840,060		9,781		(414	)		(685,214	)		170,092

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-58

ZHAOPIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2012 AND 2013

(in thousands)


	For the Six Months Ended December 31,
	2012			2013			2013
	RMB			RMB			US$ Note 3(d)
Cash flows from operating activities:
Net cash provided by operating activities		166,055			170,252			28,123

Cash flows from investing activities:
Placement of time deposit		—			(1,000	)		(165	)
Maturity of time deposits		—			33,760			5,577
Proceeds from disposal of property and equipment		11			108			18
Purchase of property and equipment		(1,017	)		(11,789	)		(1,947	)
Purchase of intangible assets		(3,970	)		(1,276	)		(211	)
Payment of withholding tax on dividend distribution		—			(22,410	)		(3,702	)

Net cash used in investing activities		(4,976	)		(2,607	)		(430	)

Cash flows from financing activities:
Proceeds from exercise of options		1,426			32,461			5,362

Net cash provided by financing activities		1,426			32,461			5,362

Effect of exchange rate changes on cash		(193	)		(635	)		(105	)

Net increase in cash		162,312			199,471			32,950
Cash, beginning of the period		617,840			368,946			60,946

Cash, end of the period		780,152			568,417			93,896

Supplemental disclosure of non-cash activities:
Accrual related to purchase of property and equipment		5,140			(1,490	)		(246	)
Accrual related to intended IPO-related service fees		3,537			—			—
Accrual related to derivative instruments		—			5,398			892

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-59

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(in thousands, except for number of shares and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

(a) Principal Activities

(b) Organization

The Company was incorporated in the Cayman Islands on September 1, 1999 under the name of Zhaopin.com Limited, and subsequently changed its name to Zhaopin Limited in 2002.

PRC laws and regulations currently limit direct foreign ownership of companies that provide value-added telecommunication services, advertising services and human resources related services. To comply with these regulations, the Company conducts parts of its online recruitment and other human resources related businesses in China through its VIEs (see Note 2). As of December 31, 2013, the Company has a total of 16 VIEs in China, including Beijing Zhilian Sanke Human Resources Service Co., Ltd. (“Zhilian Sanke”), which holds the licenses and permits necessary to conduct internet related operations in China. The Company conducts its human resources related operations primarily through Beijing Wangpin, a subsidiary of the Company.

(c) Major Subsidiaries and VIEs

As of December 31, 2013, the Company’s consolidated subsidiaries and VIEs include the following entities:


Name	Place of Incorporation/ Establishment	Date of Incorporation/ Acquisition	Percentage of Direct Ownership			Principal Activities
Subsidiaries
Beijing Wangpin Consulting Co., Ltd.	PRC	05/29/2000		90	%*	Online recruitment
Zhilian Yipin (Beijing) Technology Co., Ltd.	PRC	08/22/2008		100	%	Software development and technical services
Zhilian Wangpin (Beijing) Technology Co., Ltd.	PRC	02/17/2006		100	%	Software development and technical services
Wangpin Information Consulting (Shanghai) Company Co., Ltd.	PRC	03/22/2000		100	%	Dormant
Nanjing Zhilian Advertising Co., Ltd.	PRC	07/09/2004		100	%	Online recruitment***
Changsha Lianzhi Human Resources Service Co., Ltd.	PRC	01/23/2006		100	%	Online recruitment***
Guangdong Zhilian Culture & Media Co., Ltd.	PRC	11/26/2007		100	%	Online recruitment

F-60

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)


Name	Place of Incorporation/ Establishment	Date of Incorporation/ Acquisition	Percentage of Direct Ownership			Principal Activities
VIEs
Beijing Zhilian Sanke Human Resources Service Co., Ltd.	PRC	04/29/1997		0	%**	Online recruitment
Wuhan Zhilian Rencai Advertising Co., Ltd.	PRC	10/31/2003		0	%**	Online recruitment***
Shaanxi Zhilian Advertising Co., Ltd.	PRC	04/26/2004		0	%**	Advertising***
Jinan Zhilian Wangpin Advertising Co., Ltd.	PRC	10/14/2004		0	%**	Advertising***
Sichuan Zhilian Advertising Co., Ltd.	PRC	12/09/2004		0	%**	Advertising***
Shenyang Zhilian Wangpin Advertising Co., Ltd.	PRC	01/13/2005		0	%**	Advertising
Harbin Zhilian Wangcai Advertising Co., Ltd.	PRC	01/07/2008		0	%**	Advertising
Shenyang Zhilian Recruitment Service Co., Ltd.	PRC	05/09/2007		0	%**	Online recruitment***
Qingdao Zhilian Advertising Co., Ltd.	PRC	06/02/2005		0	%**	Advertising***
Dalian Zhilian Advertising Co., Ltd.	PRC	11/24/2005		0	%**	Advertising***
Tianjin Zhilian Advertising Co., Ltd.	PRC	12/31/2005		0	%**	Advertising***
Changchun Zhilian Advertising Co., Ltd.	PRC	01/14/2005		0	%**	Advertising***
Changchun Zhilian Human Resources Service Co., Ltd.	PRC	05/16/2006		0	%**	Online recruitment***
Hangzhou Wangpin Advertising Co., Ltd.	PRC	04/24/2006		0	%**	Advertising***
Fuzhou Zhilian Advertising Co., Ltd.	PRC	11/26/2007		0	%**	Advertising***
Xiamen Zhilian Wangpin Commercial Service Co., Ltd.	PRC	03/14/2008		0	%**	Business services***

*	Beijing Wangpin is 90% owned by the Company and 10% owned by Zhilian Sanke, a variable interest entity for which the Company is the primary beneficiary (see Note 2).

**	The Company is the primary beneficiary for these variable interest entities. Accordingly, the results of operations, financial position and cash flows of these entities have been consolidated in the Group’s unaudited interim condensed consolidated financial statements (see Note 2).

***	The Company started to transfer the business operation of two subsidiaries of Zhilian Wangpin and 13 VIEs to Beijing Wangpin in preparation for the liquidation of the two subsidiaries and the 13 VIEs.

F-61

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES

•

exercise effective control over each VIE;

•

receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks of expected losses as if it were the sole shareholder; and

•

have an exclusive option to purchase all of the equity interest in each VIE.

VIE Agreements

Business Operations Agreements

F-62

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

Equity Interest Pledge Agreements

Pursuant to the Equity Interest Pledge Agreements entered into between Zhilian Wangpin, each VIE and its respective direct equity owners, the direct equity owners pledged all of their equity interest in their VIE to Zhilian Wangpin to guarantee the VIE and the direct equity owners’ obligations under, where applicable, the Loan Agreement, the Exclusive Technical and Consulting Services Agreement, the Business Operation Agreement and the Exclusive Equity Option Agreement. If the VIE and/or any of its direct equity owners breach their contractual obligations under these agreements, Zhilian Wangpin, as pledgee, will be entitled to certain rights, including the right to sell in accordance with the legal procedures or otherwise dispose of the pledged equity interests. In addition, Zhilian Wangpin has the right to convert the value of all or part of pledged equity interests into money in compliance with legal procedures, or has the priority to be compensated by the proceeds generated from auction or sale of such pledged equity interests. Without Zhilian Wangpin’s prior written consent, the direct equity owners of the VIE shall not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice Zhilian Wangpin’s interests. The Equity Interest Pledge Agreements shall expire on the date on which the VIE and its direct equity owners have fully performed their obligations under the aforementioned agreements.

Power of Attorney

Exclusive Equity Option Agreements

F-63

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

Without Zhilian Wangpin’s consent, the direct equity owners may not transfer, donate, pledge or otherwise dispose of their equity shareholdings in any way. The term of this agreement is ten years and may be extended by Zhilian Wangpin’s written notice prior to the expiration date. The Exclusive Equity Option Agreement remains in full force and effect during the term of the agreement and extended period unless Zhilian Wangpin gives advance notice of termination to the direct equity owners or the VIE files bankruptcy, is dissolved or is forced to be closed.

Exclusive Technical and Consulting Services Agreements

Pursuant to the Exclusive Technical and Consulting Services Agreement between Zhilian Wangpin and each VIE, Zhilian Wangpin has the exclusive right to provide to the VIE technical and consulting services relating to, among other things, server maintenance and related internet platform management service, development and upgrade of application software for servers and users, training of technical and business personnel, and other services agreed upon by the parties. Without Zhilian Wangpin’s prior written consent, the VIE shall not engage any third party for any of the technical and consulting services provided under this agreement. In addition, Zhilian Wangpin exclusively owns all intellectual property rights resulting from the performance of all services under this agreement. The Exclusive Technical and Consulting Services Agreement entitles Zhilian Wangpin to charge the VIE service fees that amount to substantially all of the net income of the VIE. The term of this agreement is ten years and will be extended upon the written notice made by Zhilian Wangpin for a period determined by Zhilian Wangpin. Zhilian Wangpin can terminate the agreement at any time by providing 30 days’ prior written notice to the VIE. The VIE is not permitted to terminate the agreement prior to the expiration date, unless due to Zhilian Wangpin’s gross negligence, fraud, unlawful conducts or bankruptcy.

Loan Agreements

Risks in Relation to the Corporate Structure

F-64

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

sole discretion. In addition, under the other contractual arrangements between Zhilian Wangpin, the VIEs and the direct equity owners, Zhilian Wangpin has the sole authority to restrict any payment of dividends or any amounts to the direct equity owners. Zhilian Wangpin also has the right to receive all residual assets of the VIEs through the exercise of the call option under the Exclusive Equity Option Agreements, when and to the extent permitted by PRC law.

As a result of the VIE Agreements, direct equity owners of the VIEs do not have the ability to control or make decisions affecting the VIEs’ business and operations, nor do they have the ability to absorb the expected losses or receive the expected residual returns of the VIEs. The Company, through Zhilian Wangpin’s assumption of voting and dividend rights, controls the VIEs and is the ultimate primary beneficiary of the VIEs. Therefore, the Company has the right to receive significant benefits from the VIEs and has consolidated the financial results of the VIEs in the Company’s unaudited interim condensed consolidated financial statements since their dates of incorporation.

•

revoke or refuse to grant or renew the Group’s business and operating licenses in China;

•

restrict or prohibit related party transactions between Zhilian Wangpin and the VIEs;

•

impose fines or other requirements which the Group may find difficult or impossible to comply with;

•

require the Group to alter the corporate structure; and

•

restrict or prohibit the Group’s ability to finance its operations.

The imposition of any of these penalties could result in a material adverse effect on the Group’s results of operations and financial condition. Any changes in PRC regulations that affect the Group’s ability to exercise effective control over the VIEs and receive substantially all of the economic benefits and residual returns of the VIEs may preclude the Group from consolidating the VIEs in the future. In addition, the legal owners of the VIEs are different from the legal owners of the Company and Zhilian Wangpin, and therefore the Group cannot be assured that when conflicts of interest arise, any or all of the direct equity owners will act in the best interests of the Group or such conflicts will be resolved in the Group’s favor. The direct equity owners of the VIEs may breach, cause the VIEs to breach, or refuse to renew the existing contractual arrangements with Zhilian Wangpin.

To prevent this from occurring, the following controls have been implemented by the Company:

•

Management of VIEs are designated by the Company to ensure VIEs are operating in accordance with the instructions directed by the Company; and

•

Business licenses and all company seals and chops of the VIEs are kept in the custody of the Company, and may only be used by authorized personnel according to the policies determined by the Company.

F-65

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

As of December 31, 2013, eight of the Group’s VIEs have registered their equity pledge with the relevant local administration for industry and commerce. The remaining eight VIEs have yet to register their equity pledge. Although the lack of registration of the equity pledges does not affect the Group’s ability to enforce the duly executed agreements against the direct equity owners of the VIEs, the Group may not be able to successfully enforce these pledges against any third parties, who may acquire the equity interests in the VIEs in good faith, until the equity pledges are registered.

The following consolidated financial information of the VIEs is included in the accompanying unaudited interim condensed consolidated financial statements:


	As of
	June 30, 2013		December 31, 2013
	RMB		RMB
Total assets		22,677		16,675
Total liabilities		103,222		68,968
Payable to third parties		38,389		25,495
Payable to inter-company entities*		64,833		43,473


	For the six months ended December 31,
	2012			2013
	RMB			RMB
Net revenue		55,034			30,707
Net income		8,909			28,251
Inter-company dividends received**		—			24,900
Net income from third parties		8,909			3,351

	For the six months ended December 31,
	2012			2013
	RMB			RMB
Net decrease in cash		(6,793	)		(3,743	)

*	All inter-company transactions and balances have been eliminated upon consolidation.

**	On July 15, 2013, Beijing Wangpin declared a one-time cash dividend of RMB24,900 to Zhilian Sanke which holds 10% equity interest of Beijing Wangpin. On September 22, 2013, Beijing Wangpin paid out the cash dividend of RMB24,900 to Zhilian Sanke.

The total assets of the consolidated VIEs as of December 31, 2013 were mainly comprised of cash, accounts receivable, amounts due from inter-company entities, prepayments and other current assets and property and equipment. The total liabilities of the consolidated VIEs as of December 31, 2013 were mainly comprised of accounts payable, salaries and welfare payable, deferred revenues and amounts due to inter-company entities.

Under the contractual agreements with the VIEs, Zhilian Wangpin has the power to direct activities of the VIEs, and direct the transfer of assets out of the VIEs. Therefore, Zhilian Wangpin considers that there are no assets in the consolidated VIEs that can be used only to settle obligations of the consolidated VIEs except for registered capitals of the VIEs amounting to RMB 8,760 as of December 31, 2013. As the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs.

F-66

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

2. VARIABLE INTEREST ENTITIES (Continued)

There is no VIE where the Company or its subsidiaries have a variable interest but are not the primary beneficiary.

3. PRINCIPAL ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs for which the Company is the ultimate primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.

The unaudited interim condensed consolidated financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Group in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the Group’s condensed consolidated financial position, results of operations and cash flows for the six months ended December 31, 2012 and 2013. The results of operations for the six months ended December 31, 2013 are not necessarily indicative of results to be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements and related notes for the years ended June 30, 2012 and 2013. The June 30, 2013 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has a controlling financial interest in the entity. The Company or its subsidiary is considered to be the primary beneficiary if the Company or its subsidiary has the power to direct the activities that most significantly impacts the entity’s economic performance, and bears the risks of, and enjoys the rewards normally associated with, ownership of the entity.

(b) Use of Estimates

Significant accounting estimates reflected in the Group’s unaudited interim condensed consolidated financial statements mainly include, but are not limited to, the allowance for doubtful accounts, estimating useful lives of long-lived assets and intangible assets, subsequent impairment assessment of long-lived assets, valuation

F-67

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

allowance of deferred tax assets, relative values of accounting units in certain multiple element arrangements and determination of share-based compensation. In addition, the valuation model used to estimate the fair value of share options upon grant date and the valuation of the preferred shares on their issuance date uses certain assumptions, including, but not limited to, complex and subjective judgment made regarding the Group’s projected financial and operating results and business risks.

(c) Functional Currency and Foreign Currency Translation

The Group uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company is the United States dollar (“US$”), while the functional currency of the Company’s subsidiaries and VIEs incorporated and operated in the PRC is the RMB. In the unaudited interim condensed consolidated financial statements, the financial information of the Company has been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments are reported as foreign currency translation adjustments net of taxes, and are shown as a component of other comprehensive loss in the statements of comprehensive income.

(d) Convenience Translation

Translations of balances in the unaudited interim condensed consolidated balance sheets, consolidated statements of comprehensive income and statements of cash flows from RMB into US$ as of and for the six months ended December 31, 2013 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.0537, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on December 31, 2013. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2013, or at any other rate.

(e) Fair Value of Financial Instruments

Level 1—observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—include other inputs that are directly or indirectly observable in the market place.

Level 3—unobservable inputs which are supported by little or no market activity.

(f) Cash and cash equivalents

Cash represents cash on hand and demand deposits placed with banks which have original maturities of three months or less, and are readily convertible into known amounts of cash.

F-68

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(g) Restricted cash

As at December 31, 2013, RMB 10,754 cash deposits in the interest reserve accounts for the bank loans, which are designated for bank loan payment only, are classified as restricted cash on the Company’s consolidated financial statements.

(h) Time deposits and restricted time deposits

Time deposits represent demand deposits placed with banks with original maturities of more than three months. Interest earned is recorded as interest income in the unaudited interim condensed consolidated statements of comprehensive income during the periods. Time deposits are valued based on the prevailing interest rates in the market.

As at December 31, 2013, RMB 486,690 time deposits are pledged as collateral to the bank loans and therefore are treated as restricted time deposits on the Company’s unaudited interim condensed consolidated financial statements.

Restricted time deposits are valued based on the prevailing interest rates in the market, and classified into current portion based on the maturities of the bank loans they are associated with.

(i) Accounts Receivable, net

The carrying value of accounts receivable is reduced by an allowance that reflects the Group’s best estimate of the amount that will not be collected. The Group makes estimation for the collectability of accounts receivable considering many factors including, but not limited to, reviewing accounts receivable balances, historical bad debt rate, repayment patterns, customer credit worthiness, financial condition of the customer and industry trend analysis that resulted in an inability to make overdue payments. The Group also makes specific allowances if there is evidence that the receivable is likely to be irrecoverable and the allowances are written off after all collection efforts have been exhausted and the potential for recovery is considered remote. Accounts receivable in the unaudited interim condensed consolidated balance sheet were stated net of such provisions.

F-69

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(j) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:


		Estimated Useful Lives of the Assets
Leasehold improvements		Shorter of the remaining lease period or the estimated useful lives
Electronic equipment		3 years
Furniture and office equipment		5 years
Motor vehicles		5 years

(k) Intangible Assets

(l) Impairment of Long-lived Assets

(m) Revenue Recognition

Revenues presented in the unaudited interim condensed consolidated statements of comprehensive income include revenues from online recruitment services, campus recruitment services, assessment services and other human resources related services.

F-70

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

Online Recruitment Services

Campus Recruitment Services

Assessment Services

The Group provides both online and offline assessment services to assist corporate customers in evaluating capabilities and dispositions of their job candidates and existing employees.

F-71

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

Other Human Resources Related Services

(n) Cost of Services

(o) Sales and Marketing Expenses

(p) General and Administrative Expenses

(q) Share-Based Compensation

The Company grants share options to its employees and directors under share incentive plans, and accounts for these share-based compensation arrangements in accordance with ASC 718, Compensation—Stock Compensation. The awards are measured at grant date fair value and are recognized as compensation expenses, net of estimated forfeiture, using the graded vesting method, over the requisite service period, which is generally the vesting period. Forfeiture rates are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from the initial estimates.

(r) Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases, net of any rent concessions, are charged to the unaudited interim condensed consolidated statements of comprehensive income on a straight-line basis over the lease term.

F-72

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(s) Taxation

Value-added tax, business tax and surcharges

Effective January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation launched the Value Added Tax (“VAT”) Pilot Program for certain industries in certain regions. According to the implementation circulars released by the Ministry of Finance and the State Administration of Taxation on the Pilot Program, the “Modern Service Industries” includes research, development and technological services, information technology services, cultural innovation services, logistics support, lease of corporeal properties, attestation and consulting services. Accordingly, most of our subsidiaries and VIEs were in the Pilot Program and subject to VAT at a rate of 6%. The VAT payable of these subsidiaries and VIEs is the net balance of the output VAT for the period after crediting the input VAT for the period. Hence, the amount of VAT payable does not result directly from output VAT generated from taxable services provided. As such, the net presentation of revenues subject to VAT is adopted. Subsidiaries and VIEs in the PRC which are not subject to VAT are still subject to business taxes at a rate of 5% and related surcharges on the revenues earned for services provided in the PRC after certain deductions.

Income Taxes

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdiction. Deferred income taxes are provided using the asset and liability method, which requires the recognition of income tax payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Group’s financial statements or tax returns. Deferred income taxes are determinable based on the temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in the unaudited interim condensed consolidated statements of comprehensive income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred tax assets if it is considered more likely than not that some portion, or all, of the Group’s deferred tax assets will not be realized.

Uncertain Tax Positions

The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under income tax expenses in its statement of comprehensive income. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the six months ended December 31, 2013. As of December 31, 2013, the Group did not have any significant unrecognized uncertain tax positions.

F-73

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(t) Statutory Reserves

The Company’s PRC subsidiaries and VIEs in China are required to make appropriations to certain non-distributable reserve funds.

The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increases to the registered capital of the respective company. Appropriations to the enterprise expansion fund can be used to increase registered capital upon PRC regulatory approval. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonuses to staff and for the collective welfare of employees. All these reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

For the six months ended December 31, 2013, the Company’s PRC subsidiaries and VIEs made appropriations of RMB 688 to their statutory reserves.

(u) Related Parties

F-74

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(v) Net Income Per Share

Basic net income per share is computed by dividing net income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights, which provide the holders of participating securities the ability to participate in all dividends declared with the holders of ordinary shares on a one-to-one per-share basis in all dividend declared, as if all undistributed earnings for the period were distributed. Diluted net income per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of income allocation to holders of participating preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the exercise of share options (using the treasury stock method) and the conversion of the convertible preferred shares (using the if-converted method). Ordinary equivalent shares are not included in the denominator of the diluted net income per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

(w) Employee Benefits

The full-time employees of the Group that are employed in the PRC are entitled to staff welfare and benefits including medical care, welfare subsidies, unemployment insurance, pension benefits and housing fund contributions through a PRC government-mandated multi-employer defined contribution plan. Companies are required to accrue for the benefits based on certain percentages of the employees’ salaries in accordance with the relevant regulations, and make contributions to the state-sponsored welfare, pension and medical plans out of the amounts accrued for these benefits. For the six months ended December 31, 2013, total amounts recognized for such employee benefits amounted to RMB 44,503, and were charged to the unaudited interim condensed consolidated statements of comprehensive income. The PRC government is responsible for the welfare and medical benefits and ultimate pension liability to these employees.

(x) Comprehensive Income

(y) Segment Reporting

As the Group’s long-lived assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented.

F-75

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

3. PRINCIPAL ACCOUNTING POLICIES (Continued)

(z) Derivative financial instruments

Derivative financial instruments are initially recognized on the date a derivative contract is entered into and are subsequently measured at fair value. The method of recognizing the gain or loss resulting from the derivative instrument depends on whether the derivative is designated as a hedging instrument. The Company entered into two foreign exchange rate forward contracts and one interest rate swap contract in July 2013 and did not designate any derivatives as hedging instruments as of December 31, 2013. These instruments are marked-to-market at each period-end with the associated changes in fair value recognized in the line item “Other income, net” in the unaudited interim condensed consolidated statements of comprehensive income and “Accrued expenses and other liabilities” in the unaudited interim condensed consolidated balance sheets. These instruments are used for risk management purposes only and not for other speculative or trading purposes (Note 4(b) (c)).

4. CERTAIN RISKS AND CONCENTRATION

(a) Concentration of Credit Risks

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash, restricted cash, time deposits, restricted time deposits and accounts receivable. As of December 31, 2013, substantially all of the Group’s cash, restricted cash, time deposits and restricted time deposits were held in financial institutions located in the PRC that management believes are of high-credit rating and sound quality. Accounts receivable are typically unsecured and denominated in RMB, and are derived from revenues earned from operations arising in the PRC. Management believes credit risk on accounts receivable is moderate due to the diversity of its services and customers.

(b) Foreign Currency Risk

The Group receives cash flows from operations in RMB and therefore, is also exposed to foreign currency exchange risk arising from exchange rate movement between RMB and US$ when the use of such RMB receipts to repay the bank borrowings dominated in US$. In July 2013, a shareholder, on the Company’s behalf, entered into two foreign exchange forward contracts to protect against deprecation of RMB with total notional amount of US$20,000 to manage this foreign currency exchange risk.

(c) Interest Rate Risk

The Group’s exposure to interest rate risk mainly arises from long-term borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk.

F-76

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

4. CERTAIN RISKS AND CONCENTRATION (Continued)

As part of its capital risk management policy, the Group protects part of its borrowings from exposure to fluctuation in benchmark interest rate (primarily the 3-month LIBOR). In July 2013, the Company entered into an interest swap contract under which it receives interest based on the 3-month LIBOR and pay interest at fixed rate in relation to its US$20,000 loan.

(d) Major Customers

No individual customer accounted for more than 10% of net revenues during the six months ended December 31, 2013. No individual customer accounted for more than 10% of accounts receivable as of December 31, 2013.

(e) PRC Regulations

5. ACCOUNTS RECEIVABLE, NET


	As of
	June 30, 2013			December 31, 2013
	RMB			RMB
Accounts receivable		14,378			19,324
Less: Allowance for doubtful accounts		(2,186	)		(2,335	)

Accounts receivable, net		12,192			16,989

The following table presents the movement of the allowance for doubtful accounts for the six months ended December 31, 2012 and 2013:


	For the Six Months Ended,
	December 31, 2012			December 31, 2013
	RMB			RMB
Balance at beginning of the period		(1,966	)		(2,186	)
Additions: charges to bad debt expenses, net of recoveries		(461	)		(325	)
Less: write-offs of accounts receivable		292			176

Balance at end of the period		(2,135	)		(2,335	)

F-77

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

6. PREPAYMENTS AND OTHER CURRENT ASSETS


	As of
	June 30, 2013		December 31, 2013
	RMB		RMB
Advances to employees		9,497		18,755
Rental and advertising deposits		10,773		12,508
Prepaid rental and advertising expenses		4,532		6,620
Prepaid taxes		19,569		28,153
Prepaid professional service fees		5,729		5,703
Interest receivable		6,916		14,606
Others		3,600		2,847

Total		60,616		89,192

7. PROPERTY AND EQUIPMENT, NET


	As of
	June 30, 2013			December 31, 2013
	RMB			RMB
Electronic equipment		60,493			67,093
Furniture and office equipment		13,048			13,405
Leasehold improvements		14,139			14,165
Motor vehicles		1,053			1,053
Less: accumulated depreciation		(57,794	)		(63,245	)

Net book value		30,939			32,471

Depreciation expenses were RMB 8,640 for the six months ended December 31, 2013.

Loss from disposal of property and equipment amounted to RMB 19 for the six months ended December 31, 2013.

8. INTANGIBLE ASSETS, NET


	As of
	June 30, 2013			December 31, 2013
	RMB			RMB
Computer software		11,526			12,802
Acquired Internet Content Provider License		568			568
Trademarks		256			256
Less: accumulated amortization		(7,600	)		(8,942	)

Net book value		4,750			4,684

Amortization expenses amounted to RMB 1,342 for the six months ended December 31, 2013.

Loss from disposal of intangible assets amounted to nil for the six months ended December 31, 2013.

F-78

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

8. INTANGIBLE ASSETS, NET (Continued)

The estimated amortization expenses for the above intangible assets for each of the following five years are as follows:


	Amount
	RMB
For the years ended June 30,
2014		1,305
2015		2,260
2016		983
2017		91
2018		11

9. BANK BORROWINGS

Bank borrowings as of December 31, 2013 consisted of the following:


	As of
	June 30, 2013			December 31, 2013
	RMB			RMB
Short-term bank loan		212,259			212,936
Long-term bank loans
Secured long-term bank loans		199,308			199,539
Less: current portion of long-term bank loans		(36,444	)		(199,539	)

Non-current portion of long-term bank loans		162,864			—

As of December 31, 2013, bank borrowings consisted of the following three bank loans entered for the repurchase of Series E Preferred Shares:

•

On January 31, 2013, the Group entered into a one-year loan facility agreement under which the Group can borrow up to US$ 40,000 at a floating interest rate of 1, 2 or 3 months London Interbank Offered Rate (LIBOR) +1.5% and the proceeds of this bank loan should only be used for the repurchase of Preferred Shares from Macquarie Zhaopin Limited. In February, the Group drew down RMB 214,809 (US$35,000). The repurchase of the preferred shares was completed as of December 31, 2013; therefore, the remaining balance of the facility is not expected to be utilized in the future. The commitment fee for the undrawn balance of the facility is approximately RMB 154 (US$25). This bank loan facility is collateralized by pledged time deposits of RMB 258,000, which will be released upon the termination or expiry of this facility. RMB 7,700 (US$ 1,263) of cash is deposited as an interest reserve.

Transaction costs of RMB 4,187 were incurred to establish this bank loan and have been capitalized on the Company’s unaudited interim condensed consolidated balance sheet, of which RMB 439 has not been amortized through the unaudited interim condensed consolidated statement of comprehensive income as of December 31, 2013. This short-term bank loan incurred interest expense for the six months ended December 31, 2013 of RMB 1,895.

•

On February 4, 2013, the Group entered into an eighteen-month bank loan facility agreement under which the Group can borrow up to US$ 13,000 at a floating interest rate of 1 month LIBOR+1.25% per annum. In February 2013, the Group drew down RMB 79,786 (US$ 13,000). This bank loan facility is collateralized by pledged time deposits of RMB 90,090, which will be released upon the termination or expiry of this facility. RMB 1,169 (US$ 192) of cash is deposited as interest reserve.

F-79

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

9. BANK BORROWINGS (Continued)

Transaction costs of RMB 2,740 were incurred to establish this facility and have been capitalized on the Company’s unaudited interim condensed consolidated balance sheet, of which RMB 973 has not been amortized through the unaudited interim condensed consolidated statement of comprehensive income as of December 31, 2013. This long-term bank loan incurred interest expense for the six months ended December 31, 2013 of RMB 540.

•

On February 14, 2013, the Group entered into an eighteen-month bank loan facility agreement under which the Group can borrow up to US$ 20,000 at a floating interest at 3 month LIBOR + 1.75% per annum. The proceeds of this bank loan should only be used for the repurchase of Series E Preferred Shares. In February 2013, the Group drew down RMB 122,748 (US$ 20,000), 30% of which shall be repaid within twelve months after the drawdown, and 70% to be repaid within eighteen months after the drawdown. This bank loan facility is collateralized by pledged time deposits of RMB 138,600, which will be released upon the termination or expiry of this facility. RMB 1,885 (US$ 309) of cash is deposited an interest reserve. This bank loan agreement contains various covenants, including, among other things, limitations on acquisition or investments, merger, additional security over the Company’s assets, providing guarantees or indemnities, dividend distribution, share redemption, additional indebtedness and treasury transactions. This bank loan facility will be cancelled and the entire outstanding loan, together with accrued interest shall become immediately due and payable upon the occurrence of:

•

issuance of equity securities by the Company whether by way of public offering or private placement;

•

issuance of bonds, capital market instruments or other debt securities by the Company;

•

letter of credits received upon the pledged time deposits being or becoming illegal or ceasing to be legal, valid, binding and enforceable; or

•

the sale of all or substantially all of the assets of the Company.

Transaction costs of RMB 1,985 were incurred to establish this facility and have been capitalized on the Company’s unaudited interim condensed consolidated balance sheet, of which RMB 668 has not been amortized through the unaudited interim condensed consolidated statement of comprehensive income as of December 31, 2013. This long-term bank loan incurred interest expense for the six months ended December 31, 2013 of RMB 1,432.

The repayment schedule of the long-term bank loans is as follows:


	As of,
	June 30, 2013		December 31, 2013
	RMB		RMB
Within one year		36,444		199,539
Between one and two years		162,864		—

F-80

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


	As of,
	June 30, 2013		December 31, 2013
	RMB		RMB
Accrued professional service fees		15,560		14,196
Accrued advertising expenses		18,691		11,011
Accrued payables to employees		290		2,317
Accrued sales and promotion expenses		8,891		16,100
Accrued network support expenses		4,135		7,845
Payable for property and equipment purchases		6,323		4,833
Interest payable		1,044		959
Derivative instruments		—		5,398
Others		6,201		8,008

Total		61,135		70,667

Derivative instruments are further described in Note 19.

11. TAXATION

Cayman Islands

China

F-81

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

Composition of Income before Tax

The components of income before income taxes are as follows (in thousands):


	For the Six Months Ended December 31,
	2012			2013
	RMB			RMB
Income before income tax expenses
Income from China operations		118,450			120,551
Loss from non-China operations		(302	)		(7,529	)

Total income before income tax expenses		118,148			113,022

Composition of Income Tax Expenses

The current and deferred portions of income tax expenses included in the Group’s unaudited interim condensed consolidated statements of comprehensive income are as follows:


	For the Six Months Ended December 31,
	2012			2013
	RMB			RMB
Income tax expense applicable to China operations
Current income tax expenses		24,364			24,688
Deferred income tax		(1,070	)		(3,380	)

Subtotal income tax expenses applicable to China operations		23,294			21,308
PRC withholding tax on undistributed earnings of PRC subsidiaries		—			3,603

Total income tax expenses		23,294			24,911

Reconciliation of the Differences between Statutory Tax Rate and the Effective Tax Rate

Reconciliation of the differences between the PRC statutory tax rate of 25% and the Group’s effective tax rate is as follows:


	For the Six Months Ended December 31,
	2012			2013
PRC statutory tax rate		25.0	%		25.0	%
Permanent book-tax differences
Non-deductible share-based compensation expenses		0.7	%		3.0	%
Other non-deductible expenses		3.3	%		1.2	%
Other permanent differences		(1.1	%)		(1.0	%)
Changes in valuation allowance		0.8	%		(0.3	%)
Tax effect of tax-exempt entity		0.1	%		1.7	%
Effect of PRC withholding tax associated with dividends plan		0.0	%		3.2	%
Effect of Beijing Wangpin’s HNTE tax holiday		(9.1	%)		(10.8	%)

Effective tax rate		19.7	%		22.0	%

F-82

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

The effects of Beijing Wangpin’s preferential tax rate to the Group are as follows:


	For the Six Months Ended December 31,
	2012		2013
	RMB		RMB
Preferential tax treatments impact to net income attributable to ordinary shareholders		10,714		12,245
Per share effect - basic		0.12		0.15
Per share effect - diluted		0.10		0.13

Deferred Tax Assets and Liabilities

Deferred taxes were measured using the enacted tax rates for the periods in which they are expected to be reversed. Significant components of the Group’s deferred tax assets are as follows:


	As of
	June 30, 2013			December 31, 2013
	RMB			RMB
Deferred tax assets, current
Accruals and other liabilities		10,117			13,559
Advertising expenses carry forwards		386			61

Total current deferred tax assets		10,503			13,620
Less: Valuation allowance		(1,008	)		(745	)

Total current deferred tax assets, net		9,495			12,875

Deferred tax assets, non-current
Tax loss carry forwards		9,461			9,520
Advertising expenses carry forwards		22,697			22,507

Total non-current deferred tax assets		32,158			32,027
Less: valuation allowance		(32,158	)		(32,027	)

Total non-current deferred tax assets, net		—			—

Significant components of the Group’s deferred tax liabilities are as follows:


	As of
	June 30, 2013		December 31, 2013
	RMB		RMB
Deferred tax liabilities, current
PRC withholding tax on undistributed earnings of PRC subsidiaries		22,410		3,603

Total current deferred tax liabilities		22,410		3,603

As of December 31, 2013, the Group had net loss carryforwards of approximately RMB38,079, which will or are expected to expire during the period between December 31, 2014 and December 31, 2018.

F-83

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

Movement of Valuation Allowance

A valuation allowance is provided on the deferred tax assets to the extent that management believes that it is more likely than not that such deferred tax assets will not be utilized in the foreseeable future. In making such determination, the Group considers various factors including future taxable income exclusive of reversing temporary differences and carryforwards. For the six months period ended December 31, 2013, some valuation allowance was reversed when certain VIEs generated sufficient taxable income to utilize the deferred tax assets. While some of the entities have started to be profitable, there are other entities which continue to incur losses. Valuation allowances have been maintained for those entities where future losses are still expected to occur and management estimated that it is more likely than not that the deferred tax assets will not be utilized. If future events prevent the Group from realizing some or all of its deferred tax assets, an adjustment to the valuation allowances will be recorded when such events occur.

The following table shows the movement of valuation allowance for the periods presented:


	For the Six Months Ended December 31,
	2012			2013
	RMB			RMB
Balance at beginning of period		(29,527	)		(33,166	)
Current period addition		(2,818	)		(976	)
Current period reversal		1,820			1,370

Balance at end of the period		(30,525	)		(32,772	)

Withholding Tax on Undistributed Dividends

For the six months ended December 31, 2012, the Company did not record any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, as the Company intended to reinvest its earnings to further expand its business in the PRC, and its foreign invested enterprises did not intend to declare dividends to their immediate foreign holding companies.

F-84

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

11. TAXATION (Continued)

During the six months ended June 30, 2013 and December 31, 2013, the Board of Directors directed Zhaopin’s PRC subsidiaries to distribute all undistributed earnings to the Company for the repayment of bank loans. According to the requirements specified by PRC tax authorities, such distribution would be subject to 10% withholding tax. Therefore, as of June 30, 2013 and December 31, 2013, the Company accrued deferred tax liabilities in the amount of RMB 22.4 and RMB 3.6 million withholding taxes, respectively, related solely to the distribution for the repayment of the bank loans. On October 8, 2013, Beijing Wangpin paid out the cash dividend of RMB224,100, with RMB201,690 paid to and received by the Company and RMB22,410 was paid to local Tax Bureau as withholding tax associated with this distribution plan.

12. SHARE-BASED COMPENSATION

The Company granted share-based awards to eligible individuals pursuant to the Share Incentive Plans (“the Plans”), which were adopted in 2006, 2008, 2009 and 2010. Share options granted under these Plans vest over a four-year requisite service period, with equal portions vesting annually, quarterly or monthly, depending on the terms of each award agreement. The contractual lives of the awards granted under these Plans are either five years or ten years. And granted awards follow either of the two vesting schedules (“Schedule A” and “Schedule B”) below:

•

Schedule B: 25% of the options vest at each anniversary.

The following table summarizes the Company’s share option activities for the six months ended December 31, 2013:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
				US$
Balance at June 30, 2013		22,276,874			1.77		2.81
Expired		(60,000	)		1.80
Forfeited		(101,966	)		2.41
Exercised		(6,488,409	)		0.81

Balance at December 31, 2013		15,626,499			2.15		2.82

Vested and exercisable at December 31, 2013		12,408,122			1.79		2.60

F-85

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

12. SHARE-BASED COMPENSATION (Continued)

The fair value of each award is estimated on each grant date using the binomial option-pricing model which uses the assumptions presented below. Expected volatilities are based on the average volatility of comparable companies in the online human resources industry with the time period commensurate with the expected time period of the options granted. The Company uses historical data to estimate option exercise and employment termination rate within the pricing formula. The contractual life of the option is 5 to 10 years. The risk-free rate for periods within the contractual life of the options are based on the yield of maturity of China government bonds denominated in the U.S. dollars at the option valuation date. The Company has no history of declaring or paying cash dividends on its capital stock and the Company does not plan to pay any dividend on its ordinary shares in the foreseeable future.

The total fair value of shares vested in the six months ended December 31, 2013 was RMB10,085. For fully vested share options and share options expected to vest at the date of the latest statement of financial position, the aggregate intrinsic value for the outstanding options and exercisable options as of December 31, 2013 was RMB 239,882 and RMB 216,690, respectively.

There were 1,000,000 and 6,488,409 stock options exercised for the six months ended December 31, 2012 and 2013, respectively. For the six months ended December 31, 2012 and 2013, the total intrinsic value of stock options exercised was RMB 14,623 and 152,666, respectively.

The share-based compensation expenses were recognized in the comprehensive income with corresponding amounts recorded in additional paid-in capital of RMB 13,636 for the six months ended December 31, 2013.

As of December 31, 2013, there was RMB 21,571 of unrecognized compensation cost, related to non-vested share options. This cost is expected to be recognized over a weighted average period of 3.51 years.

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES

From 1999 to 2008, the Company has issued several rounds of preferred shares to certain investors. The details of each series of the preferred shares are as follows:


	Year of Issuance	Issue Price per Share		Total Shares Originally Issued		Number of Shares Repurchased and Exchanged before July 1, 2011		Number of Shares Repurchased or Converted		Shares Issued and Outstanding as of December 31, 2013		Aggregate Liquidation Value		Initial Conversion Ratio
		US$										US$
Convertible preferred shares
Series A	1999-2003		0~2.06		13,411,171		13,120,168		291,003		—		—		1:1.70795
Series B	2004		0.49		4,176,069		3,715,320		203,583		257,166		126		1:1
Series C	2001		0.51		15,722,878		15,641,548		—		81,330		42		1:1
Series D-1	2006, 2007		1.03		19,426,717		—		19,426,717		—		—		1:1
Series D-2	2008		1.60		4,687,500		—		4,687,500		—		—		1:1
Redeemable convertible preferred shares
Series E	2008		1.80		60,391,186		—		60,391,186		—		—		1:1

Total					117,815,521		32,477,036		84,999,989		338,496		168

*	806,885 of Series A Preferred Shares and 162,866 of Series B Preferred Shares were issued, repurchased and cancelled before January 1, 2008.

F-86

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES (Continued)

Key terms of convertible preferred shares

The key terms of the Series A, Series B, Series C, Series D-1 and Series D-2 Preferred Shares are summarized as follows:

Dividend rights

Liquidation rights

Conversion rights

F-87

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES (Continued)

share dividends, recapitalizations and similar transactions. Series B, Series C, Series D-1 and Series D-2 Preferred Shares are convertible into ordinary shares on a one-for-one basis adjusted for share splits, share dividends, recapitalizations and similar transactions. All convertible preferred shares shall be automatically converted into ordinary shares upon the closing of the Company’s initial public offering.

Voting rights

The preferred shareholders shall vote together with ordinary shareholders, and not as a separate class, on all matters put before the members of the Company on an as-converted basis.

Key terms of redeemable convertible preferred shares

Liquidation rights

Conversion rights

On June 23, 2013, 47,534,043 Series E Preferred Shares were converted into ordinary shares on a one-for-one basis.

F-88

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

13. CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES (Continued)

Redemption rights

At any time after July 1, 2013, holders of Series E Preferred Shares have the option to require the Company to redeem the Series E Preferred Shares at a price equal to the original issuance price.

Repurchase of redeemable convertible preferred shares

In February 2013, the Company repurchased 12,857,143 Series E Preferred Shares from Macquarie Zhaopin Limited for a total consideration of US$67.5 million. The Company accounted for the transaction as an extinguishment of preferred shares. No gains or losses were recognized from the repurchase of these convertible preferred shares. The excess of the consideration transferred over the carrying amount of the preferred shares surrendered, amounting to RMB265,032 was recognized as a deemed dividend, and resulted in an increase in net loss attributable to ordinary shareholders. The repurchased Series E Preferred Shares were then retired by the Company. The repurchase was funded by the three bank loans secured by the restricted time deposits (see Note 9). In the absence of retained earnings, the total amount was recognized in additional paid-in capital and in accumulated deficit after the additional paid-in capital was reduced to zero.

14. ORDINARY SHARES

For the six months ended December 31, 2013, the Company issued 6,488,409 ordinary shares upon exercise of options under the Company’s Share Incentive Plans. The weighted average exercise price of these options was US$0.81 per ordinary share. The total intrinsic value of options exercised is RMB152,666.

As of December 31, 2013, there were 159,051,299 ordinary shares authorized and 84,926,542 ordinary shares issued and outstanding. The Group has reserved up to 338,496 ordinary shares for issuance upon conversion of the convertible preferred shares and the convertible redeemable preferred shares, and 19,618,500 ordinary shares for the Company’s Share Incentive Plans.

F-89

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

15. NET INCOME PER SHARE

Basic and diluted net income per share for each of the periods presented are calculated as follows:


	For the Six Months Ended December 31,
	2012			2013
	RMB			RMB
Numerator:
Net income		94,854			88,111
Income allocated to participating preferred shareholders		(92,108	)		(368	)

Numerator for basic net income per share		2,746			87,743

Dilutive effect of Series A, B, C, D-1, D-2 and E Preferred Shares		92,108			368

Numerator for diluted net income per share		94,854			88,111

Denominator:
Denominator for basic net income per share-weighted average ordinary shares outstanding		2,549,903			80,673,031
Dilutive effect of share options		14,430,356			12,705,940
Dilutive effect of Series A, B, C, D-1, D-2 and E Preferred Shares		85,544,502			338,496

Denominator for diluted net income per share-weighted average ordinary shares outstanding		102,524,761			93,717,467

Basic net income per share		1.08			1.09

Diluted net income per share		0.93			0.94

Potentially dilutive securities were not included in the calculation of diluted net income per share for the periods where their inclusion would be anti-dilutive. These included weighted-average share options of 2,270,000 for the six months ended December 31, 2013.

Upon completion of the Company’s initial public offering, all preferred shares shall be automatically converted into ordinary shares based on the then-effective applicable conversion price, and a long-term bank loan, together with accrued interest shall become immediately due and payable. The pro forma balance sheet as of December 31, 2013 presents an as-adjusted financial position as if the conversion of the preferred shares into ordinary shares and acceleration of this long-term bank loan occurred on December 31, 2013.

F-90

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

16. UNAUDITED PRO FORMA BALANCE SHEET AND INCOME PER SHARE

The unaudited pro forma net income per share for the six months ended December 31, 2013, giving effect to the conversion of the preferred shares into ordinary shares on their original date of issuance is as follows:


	For the Six Months Ended December 31, 2013
	RMB
Numerator:
Net income attributable to ordinary shareholder		88,111
Income allocated to participating preferred shareholders		(368	)

Numerator for basic and diluted net income per share		87,743

Denominator:
Denominator for basic net income per share-weighted average ordinary shares outstanding		80,673,031
Pro forma effect of convertible preferred shares		338,496

Denominator for pro forma basic income per share		81,011,527
Incremental effect of share of options		12,705,940

Denominator for pro forma diluted net income per share		93,717,467

Pro forma net loss per share
Basic		1.08

Diluted		0.94

Potentially dilutive securities were not included in the calculation of diluted net income per share in the period where their inclusion would be anti-dilutive. These include weighted-average share options of 2,270,000 for the six months ended December 31, 2013.

17. RELATED PARTY TRANSACTIONS

(a) Amounts due from a related party


	As of
	June 30, 2013		December 31, 2013
	RMB		RMB
Derivative instruments receivable(i)		—		2,378

(i)	Derivative instruments receivable from a shareholder is related to the amount receivable related to the interest rate swap and foreign exchange contracts novated from a shareholder.

F-91

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

17. RELATED PARTY TRANSACTIONS (Continued)

(b) Amounts due to a related party

The Group had the following balances due to related parties:


	As of
	June 30, 2013		December 31, 2013
	RMB		RMB
Interest payable to a shareholder(ii)		990		990

(ii)

18. COMMITMENTS AND CONTINGENCIES

(a) Non-cancellable Advertising Fee and Operating Lease Commitments


	Advertising Commitments		Operating Leases		Total
	RMB		RMB		RMB
2014		25,080		29,596		54,676
2015		—		36,626		36,626
2016		—		24,349		24,349
2017		—		21,816		21,816
2018 and thereafter		—		29,451		29,451

		25,080		141,838		166,918

Rental expenses for the six months ended December 31, 2012 and 2013 amounted to RMB 16,451 and RMB 18,123, respectively.

(b) Contingencies

Pursuant to the PRC Regulations on the Administration of Talents Market, companies that purport to engage in human resources related services need to obtain the human resources service license. As of December 31, 2013, one of the consolidated VIEs and five branches of Beijing Wangpin have been conducting human resources related services without the human resources service license may be ordered to cease operations and a fine of up to RMB30 per entity may be imposed, by local human resources bureaus. If these entities were ordered to cease operations, this would have a material adverse impact on the operations of the Group. For periods presented, the Group has not been subject to any fines nor has any entity been ordered to cease operations. The Group is in the process of remediating such non-compliance and has not provided for any contingent liabilities as it does not believe any loss is probable and estimable.

F-92

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

18. COMMITMENTS AND CONTINGENCIES (Continued)

The Group has no material contingent liabilities outstanding as at December 31, 2013.

19. DERIVATIVE INSTRUMENTS

Interest-rate swap agreement

The Group uses interest rate swaps to convert a portion of its variable interest rate debt to fixed interest rate debt. The interest rate swap has a notional amount of US$20,000 (which reduced to US$14,000 in February 2014) with a fixed interest rate of 2.25% per annum, ending in August 2014. The interest rate swap was initiated by one of the Group’s shareholders in February 2013 and was subsequently novated to the Company in July 2013. The fair value of this derivative instrument liability was RMB 167 at the time of novation and the amount is recorded as a receivable from that shareholder (Note 17(a)).

Foreign exchange forward contracts

On July 31, 2013, the Company entered into two foreign exchange forward contracts for US$14,000 and US$6,000, respectively. The US$14,000 forward contract will mature in August 2014 and the US$6,000 forward contract will mature in February 2014. The foreign exchange forward contracts were initiated by one of the Company’s shareholders in February 2013 and were novated to the Company in July 2013. The fair value of these derivative instrument liabilities were RMB 2,211 at the time of novation and the amount is receivable from that shareholder (Note 17(a)).

All the derivatives of the Company are entered into for risk management purposes. The Group did not enter into any derivatives for trading or speculative purposes. And there is no cash collateral under the derivative contracts.

Derivatives are recognized on the balance sheet at their fair values and changes in the fair values are recognized in other income, net. The following table presents the fair value of derivatives outstanding at December 31, 2013 and amounts of gains (losses) recorded for the six months ended December 31, 2013:


	Balance sheet classification	Fair value (liability) as of December 31,2013 RMB	Affected line item in the unaudited interim condensed consolidated statements of comprehensive income RMB	Gain/(loss) recognized in income for the six months ended December 31,2013 RMB
Derivative instruments not designated as hedges:
Interest-rate swap agreement	Accrued expenses and other current liabilities	(159)	Other income, net	8
Foreign exchange forward contracts	Accrued expenses and other current liabilities	(5,239)	Other income, net	(3,028)

Total derivative instruments not designated as hedges		(5,398)		(3,020)

Total derivative instruments		(5,398)		(3,020)

There was no derivative instrument as of June 30, 2013 and for the six months ended December 31, 2012.

F-93

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

20. FAIR VALUE MEASUREMENT

The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy:


Items	Fair value hierarchy	As of
Items	Fair value hierarchy		June 30, 2013	December 31, 2013
			RMB	RMB
Restricted cash—current	Significant Other Observable Inputs (Level 2)		10,757	10,754
Time deposits and restricted time deposits	Significant Other Observable Inputs (Level 2)		332,340	486,690
Restricted cash—non-current	Significant Other Observable Inputs (Level 2)		4,115	—
Restricted time deposits—non-current	Significant Other Observable Inputs (Level 2)		187,110	—
Interest-rate swap agreement	Significant Other Observable Inputs (Level 2)		—	(159	)
Foreign exchange forward contracts	Significant Other Observable Inputs (Level 2)		—	(5,239	)

Total:			534,322	492,046

Restricted cash—current and non-current

For the six months period ended June 30, 2013, the Company entered into loan agreements with offshore branches of certain banks for the purpose of repurchasing preferred shares from Macquarie. All of these bank loans were secured by an equivalent or greater amount of RMB time deposits by Beijing Wangpin in the onshore branches of such banks. In addition, certain amount of cash was deposited in offshore banks as an interest reserve to the bank loans. As of December 31, 2013, the total balance of bank loans was RMB 412 million, carrying a floating rate of interest based on LIBOR. The bank loans from the offshore branches of the lending banks are classified as short-term bank loans or long-term bank loans based on their payment terms.

Restricted cash are valued based on the prevailing interest rates in the market. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

Time deposits and restricted time deposits

The Company’s time deposits placed with banks have an original maturity over three months. The fair value of time deposits is determined based on the prevailing interest rates in the market, which are also the interest rates as stated in the contracts with the banks. The Company classifies the valuation techniques that use the prevailing interest rates input as Level 2 of fair value measurements. This is because there generally are no

F-94

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

20. FAIR VALUE MEASUREMENT (Continued)

quoted prices in active markets for identical time deposits at the reporting date. Hence, in order to determine the fair value, the Company must use observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

For the six months ended December 31, 2013, interest income from the restricted time deposits securing the bank loans was RMB8.1 million, and interest expense on the bank loans was RMB 3.7 million.

Restricted time deposits are valued based on the prevailing interest rates in the market. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

Derivative instruments

The Group estimated the fair values of interest-rate swap arrangement and foreign exchange forward contracts using the discount cash flow methodology. The fair values of the forward contracts were estimated based on quoted forward exchange prices at reporting date and the fair values of interest-rate swap agreements were estimated based on LIBOR yield curves at the reporting dates. The Group classifies the fair value measurement of these derivatives based on such inputs as Level 2 of fair value measurements as of December 31, 2013.

The following are other financial instruments not measured at fair value in the balance sheets but for which the fair value is estimated for disclosure in accordance with ASC820.

Short-term receivables and payables

Short-term bank loan

Long-term bank loans

F-95

ZHAOPIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS—(Continued)

(in thousands, except for number of shares and per share data)

20. FAIR VALUE MEASUREMENT (Continued)

21. SUBSEQUENT EVENTS

On January 30 and February 14, 2014, the Company repaid the short-term bank loan of US$ 35,000 and the long-term bank loan of US$6,000, when they became due. On March 5, 2014, the Company repaid the long-term bank loan of US$14,000 before its maturity date. In February 2014, the Company obtained a new bank loan facility in an aggregate amount of US$ 21,000 with an interest rate of three-month LIBOR plus 2.95% per annum from a PRC bank. In March and April 2014, the Company drew down US$ 14,000 and US$6,000 from this new bank loan facility, which will mature on April 2, 2015 and March 7, 2015, respectively. In addition, the Company entered into another bank loan facility agreement with a foreign bank with a maturity of two years. Under this bank facility agreement, the Company can borrow up to US$20,000 and RMB85,000 at an interest rate of three-month LIBOR plus 1.25% per annum and 1.25% per annum above the cost to the foreign bank of funding this facility from whatever source(s) it may reasonably select, respectively. In April 2014, the Company drew down US$20,000 and RMB24,904 from this bank loan facility, which will both mature on March 11, 2016.

In March 2014, the Board of Directors of the Company approved the resolution that the Company would pay a dividend in favor of the holders of shares in the capital of the Company in an aggregate amount of up to US$24,000 on or prior to April 30, 2014 (the “Dividend Date”). As of April 30, 2014, the Company has paid out dividends of US$23,905 in cash and was in process of paying the remaining US$95.

On March 31, 2014, the Company granted 2,790,000 options to certain employees, of which 1,710,020 options were subject to certain performance conditions. On April 17, 2014, the Company granted 80,000 options to an employee. On April 17, 2014, the Board of Directors of the Company approved the resolution that the Company increases the maximum aggregate number of shares that may be subject to awards and sold under the 2013 Global Share Plan by an additional 5,000,000 shares.

22. RESTRICTED NET ASSETS

Relevant PRC laws and regulations permit payments of dividends by the subsidiaries and the VIEs incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, each of the Company’s subsidiaries and VIEs is required to annually appropriate 10% of net after-tax income to the statutory general reserve fund (Note 3(t)) prior to payment of any dividends, unless such reserve funds have reached 50% of its respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the subsidiaries and VIEs are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances of the Group’s total consolidated net assets. As of December 31, 2013, the total registered capital and statutory reserves of the Company’s subsidiaries and VIEs incorporated in PRC and subjected to restriction amounted to approximately RMB364,890. Even though the Company currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to its shareholders. Except for the above, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries and the VIEs to satisfy any obligations of the Company.

F-96

ZHAOPIN LIMITED

American Depositary Shares

Representing Class A Ordinary shares

LOGO


Credit Suisse		UBS Investment Bank

Prospectus dated , 2014.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against conduct amounting to willful default, willful neglect, fraud or dishonesty, for example, civil fraud or the consequences of committing a crime. Our articles of association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own dishonesty, willful default or fraud.

Pursuant to the indemnification agreements the form of which will be filed as Exhibit 10.7 to this Registration Statement, we or SEEK will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer.

The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this Registration Statement, will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in any of these issuances.

Purchaser

Date of Sale or Issuance

Number of Securities

Consideration

SEEK International Investments Pty Ltd.

February 28, 2013

3,061,591

US$

329,141

SEEK International Investments Pty Ltd.

October 31, 2013

6,488,409

US$

5,284,834

Participants of our stock option plans

January 1, 2011 to date

7,572,340

N/A

Wei Zhou

March 17, 2014

1,175,000

US$

1,261,250

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits

See the Exhibit Index beginning on page II-7 for a complete list of all exhibits filed as part of this registration, which Exhibit Index is incorporated herein by reference.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

II-1

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

(b)

Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, share certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4)

II-2

means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on May 5, 2014.


Zhaopin Limited

By:		/s/ Evan Sheng Guo


Name:		Evan Sheng Guo
Title:		Chief Executive Officer

II-4

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Evan Sheng Guo and James Jianmin Guo as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below and on May 5, 2014.


Signature		Title

/s/ Evan Sheng Guo		Chief Executive Officer (principal executive officer)
Evan Sheng Guo		Chief Executive Officer (principal executive officer)

/s/ Jason Lenga		Director
Jason Lenga		Director

/s/ John Alexander Armstrong		Director
John Alexander Armstrong		Director

/s/ Hao Liu		Director
Hao Liu		Director

/s/ James Jianmin Guo		Chief Financial Officer (principal financial and accounting officer)
James Jianmin Guo

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Zhaopin Limited, has signed this Registration Statement or amendment thereto in New York, New York, on May 5, 2014.


Authorized U.S. Representative

By:		/s/ Amy Segler


Name:		Amy Segler
Title:		Service of Process Officer

II-6

Zhaopin Limited

EXHIBIT INDEX


Exhibit Number		Description of Document

1.1*		Form of Underwriting Agreement

3.1		Ninth Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect

3.2		Form of Tenth Amended and Restated Memorandum and Articles of Association of the Registrant as effective immediately prior to the completion of this offering

4.1*		Form of Ordinary Share Certificate

4.2*		Form of American depositary receipt evidencing American depositary shares (included in Exhibit 4.3)

4.3*		Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts

4.4		Seventh Amended and Restated Shareholders’ Agreement, dated February 11, 2013, among the Registrant, its ordinary shareholders and preferred shareholders and other parties thereto

5.1		Form of Opinion of Maples and Calder, the Cayman Islands legal counsel to the Registrant, regarding the validity of the ordinary shares being registered

8.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain U.S. federal tax matters

8.2		Form of Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

8.3		Opinion of Commerce & Finance Law Offices regarding certain PRC tax matters

10.1		2004 Stock Option Plan

10.2		2005 Stock Option Plan

10.3		2006 Stock Option Plan

10.4		2010 Global Share Plan

10.5		2013 Global Share Plan

10.6		Form of 2014 Share Incentive Plan

10.7		Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant and form of Employment Agreement Extension

10.8		Form of Indemnification Agreement between the Registrant and its directors

10.9		English translation of Equity Interest Pledge Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., Beijing Zhilian Sanke Human Resources Service Limited and the shareholders of Beijing Zhilian Sanke Human Resources Service Limited

10.10		English translation of Loan Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd. and the shareholders of Beijing Zhilian Sanke Human Resources Service Limited

10.11		English translation of Exclusive Technology Consulting and Service Agreement, between Zhilian Wangpin (Beijing) Technology Co., Ltd. and Beijing Zhilian Sanke Human Resources Service Limited

10.12		English translation of Business Operations Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., Beijing Zhilian Sanke Human Resources Service Limited and the shareholders of Beijing Zhilian Sanke Human Resources Service Limited

10.13		English translation of Exclusive Equity Option Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., Beijing Zhilian Sanke Human Resources Services Limited and the shareholders of Beijing Zhilian Sanke Human Resources Service Limited

II-7


Exhibit Number		Description of Document

10.14		English translation of Power of Attorney by the shareholders of Beijing Zhilian Sanke Human Resources Service Limited

10.15		English translation of Equity Interest Pledge Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., Shenyang Zhilian Wangpin Advertising Co., Ltd. and the shareholders of Shenyang Zhilian Wangpin Advertising Co., Ltd.

10.16		English translation of Loan Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd. and the shareholders of Shenyang Zhilian Wangpin Advertising Co., Ltd.

10.17		English translation of Exclusive Technology Consulting and Service Agreement, between Zhilian Wangpin (Beijing) Technology Co., Ltd. and Shenyang Zhilian Wangpin Advertising Co., Ltd.

10.18		English translation of Business Operations Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., Shenyang Zhilian Wangpin Advertising Co., Ltd. and the shareholders of Shenyang Zhilian Wangpin Advertising Co., Ltd.

10.19		English translation of Exclusive Equity Option Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., Shenyang Zhilian Wangpin Advertising Co., Ltd. and the shareholders of Shenyang Zhilian Wangpin Advertising Co., Ltd.

10.20		English translation of Power of Attorney by the shareholders of Shenyang Zhilian Wangpin Advertising Co., Ltd.

10.21		English translation of form of Equity Interest Pledge Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., 12 consolidated affiliated entities and their shareholders

10.22		English translation of form of Business Operation Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., 12 consolidated affiliated entities and their shareholders

10.23		English translation of form of Exclusive Equity Option Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., 12 consolidated affiliated entities and their shareholders

10.24		English translation of form of Power of Attorney by the shareholders of 12 consolidated affiliated entities

10.25		English translation of form of Equity Interest Pledge Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., two consolidated affiliated entities and their shareholders

10.26		English translation of form of Business Operation Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., two consolidated affiliated entities and their shareholders

10.27		English translation of form of Exclusive Equity Option Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd., two consolidated affiliated entities and their shareholders

10.28		English translation of form of Power of Attorney by the shareholders of two consolidated affiliated entities

10.29		English translation of form of Loan Agreement, among Zhilian Wangpin (Beijing) Technology Co., Ltd. and shareholders of 14 consolidated affiliated entities

10.30		English translation of form of Exclusive Technology Consulting and Service Agreement, between Zhilian Wangpin (Beijing) Technology Co., Ltd. and 14 consolidated affiliated entities

10.31		English translation of Beijing Wangpin Consulting Co., Ltd. (Joint Venture) Agreement and its amendments between Zhaopin Limited and Beijing Zhilian Sanke Human Resources Service Co., Ltd.

21.1		Significant subsidiaries and affiliated entities of the Registrant

23.1		Consent of PricewaterhouseCoopers Zhong Tian LLP

23.2		Form of Consent of Maples and Calder (included in Exhibit 5.1)

II-8


Exhibit Number		Description of Document

23.3		Consent of Commerce & Finance Law Offices

23.4		Consent of iResearch Consulting Group

24.1		Powers of Attorney (included on the signature page of this registration statement)

99.1*		Code of Business Conduct and Ethics of the Registrant

99.2		Opinion of Commerce & Finance Law Offices regarding certain PRC law matters

99.3		Revised Draft Registration Statement on Form F-1, dated May 18, 2012

99.4		Revised Draft Registration Statement on Form F-1, dated July 4, 2012

99.5		Consent of Simon David Rosenberg

99.6		Consent of Graham Burton Goldsmith

99.7		Consent of Alex Chit Ho

*	To be filed by amendment.

II-9

EX-3.1 2 d653603dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

AMENDED AND RESTATED 19 February 2013

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

ZHAOPIN LIMITED

(Adopted by Special Resolution dated 8 February 2013 and effective 19 February 2013)

Name.

The name of the Company is Zhaopin Limited (the “Company”).

2.	Registered Office.

The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other place as the Board of Directors of the Company (the “Board”) may from time to time decide.

3.	General Objects.

The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:


(i)	(a)	To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations.

	(b)	To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services.


(ii)				To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.

(iii)				To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds.

(iv)				To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.

(v)				To stand surety for or to guarantee, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration therefor.

(vi)				To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Board capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Board likely to be profitable to the Company.

In the interpretation of this NINTH Amended and Restated Memorandum of Association, as it may be amended from time to time (the “Memorandum of Association”) in general and of this Section 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.

4.	General Power.

Except as prohibited or limited by the Companies Law (as amended ), the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum of Association and the NINTH Amended and Restated Articles of Association of the Company (the “Articles of Association”) considered necessary or convenient in the manner set out in the Articles of Association of the Company, and the power to do any of the following acts or things, viz:

to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Board determines; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to members of the Company (the “Members”); to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to the Board, officers, employees, past or present and their families; to purchase Directors and officers liability insurance and to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Board, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

5.	Limited Liability.

The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

6.	Share Capital.

6.1	Currency. Shares in the Company shall be issued in the currency of the United States of America.

6.2	Authorised Capital. The authorised capital of the Company is US$2,783,144.97, divided into two classes of shares, to be designated “Ordinary Shares” and “Preferred Shares” as follows:

(a)

159,051,299 Ordinary Shares in one series of US$0.01 par value (“Ordinary Shares”); and

(b)

119,263,199 Preferred Shares, of which (i) 12,604,286 shares shall be designated Series A Preferred Shares, US$0.01 par value per share (“Series A Preferred Shares”), (ii) 4,013,203 shares shall be designated Series B Preferred Shares, US$0.01 par value per share (“Series B Preferred Shares”), (iii) 15,722,878 shares shall be designated Series C Preferred Shares, US$0.01 par value per share (“Series C Preferred Shares”), (iv) 19,426,718 shares shall be designated Series D-1 Preferred Shares, US$0.01 par value per share (the “Series D-1 Preferred Shares”), (v) 4,687,500 shares shall be designated Series D-2 Preferred Shares, US$0.01 par value per share (the “Series D-2 Preferred Shares”) and (vi) 62,808,613 shares shall be designated Series E Preferred Shares, US$0.01 par value per share (“Series E Preferred Shares”, and together with the Series A Preferred Shares, the Series B Preferred Shares, Series C Preferred Shares, Series D-1 Preferred Shares and Series D-2 Preferred Shares, the “Preferred Shares”).

For purposes of this Memorandum of Association, “Ordinary Share Equivalent” shall mean any share or security convertible or exchangeable solely for Ordinary Shares or any option, warrant or right exercisable solely for Ordinary Shares.

7.	Rights, Qualifications of Preferred Shares.

The designations, powers, preferences, rights, qualifications, limitations and restrictions applicable to the Preferred Shares shall be as follows:

7.1	Conversion. The holders of the Preferred Shares shall have conversion rights as follows (the “*Conversion Rights*”):

7.1.1

Right to Convert. Each Preferred Share, at the option of the holder thereof, shall be convertible into Ordinary Shares at any time after the date of issuance of such Preferred Share, at the office of the Company or any transfer agent for such Preferred Share.

7.1.2

Automatic Conversion. Each Preferred Share shall automatically be converted into Ordinary Shares, without further action of the holder thereof or the Company, upon occurrence of the closing of the initial firm commitment underwritten public offering by the Company of Ordinary Shares on a public stock exchange in the United States, pursuant to an effective registration statement under the United States Securities Act of 1933, as amended, or a substantially equivalent transaction in a jurisdiction other than the United States. In such event the Preferred Shares shall be deemed to have been so converted as of the closing of such public offering, as such closing is defined in the underwriting agreement between the Company and the underwriters with respect to such offering.

7.1.3

Mechanics of Conversion. The conversion hereunder of any Preferred Share (a “Conversion Share”) pursuant to Section 7.1 shall be effected in the following manner:

(a)

The Company shall redeem the Conversion Share for an aggregate consideration (the “Redemption Amount”) equal to (a) the aggregate par value of any capital shares of the Company to be issued upon such conversion and (b) the aggregate value, as determined by the Board, of any other assets which are to be distributed upon such conversion.

(b)

Concurrent with the redemption of the Conversion Share, the Company shall apply the Redemption Amount for the benefit of the holder of the Conversion Share to pay for any capital shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion.

(c)

Upon application of the Redemption Amount, the Company shall issue to the holder of the Conversion Share all capital shares issuable, and distribute to such holder all other assets distributable, upon such conversion.

(d)

Except as provided in Section 7.1.2, before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Preferred Shares, and shall give written notice by mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preferred Shares to be converted, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date.

7.1.4

Number of Ordinary Shares Issuable on Conversion; Conversion Price.


(a)	Conversion.

	(i)	Series A Preferred Shares. Upon conversion, each Series A Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing US$1.00 (the “*Series A Preferred Shares Stated Value”) by the conversion price at the time in effect for such share. The initial conversion price for the Series A Preferred Shares shall be US$0.585497 (the “Series A Conversion Price*”) and shall be subject to adjustment as set forth in this Section 7.1.4.

	(ii)	Series B Preferred Shares. Upon conversion, each Series B Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price at the time in effect for such Series B Preferred Shares. The “*Series B Original Issue Price” per share of Series B Preferred Share is US$0.4912. The “Series B Conversion Price*” per share for the Series B Preferred Shares shall initially be US$0.4912, subject to adjustment as set forth in this Section 7.1.4.

	(iii)	Series C Preferred Shares. Upon conversion, each Series C Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price at the time in effect for such Series C Preferred Shares. The “*Series C Original Issue Price” per share of Series C Preferred Share is US$0.510873. The “Series C Conversion Price*” per share for the Series C Preferred Shares shall initially be US$0.510873, subject to adjustment as set forth in this Section 7.1.4.

	(iv)	Series D-1 Preferred Shares. Upon conversion, each Series D-1 Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price at the time in effect for such Series D-1 Preferred Shares. The “*Series D-1 Original Issue Price” per share of Series D-1 Preferred Share is US$1.02951. The “Series D-1 Conversion Price*” per share for the Series D-1 Preferred Shares shall initially be US$1.02951, subject to adjustment as set forth in this Section 7.1.4.


	(v)	Series D-2 Preferred Shares. Upon conversion, each Series D-2 Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing the Series D-2 Original Issue Price by the Series D-2 Conversion Price at the time in effect for such Series D-2 Preferred Shares. The “*Series D-2 Original Issue Price” per share of Series D-2 Preferred Share is US$1.60. The “Series D-2 Conversion Price*” per share for the Series D-2 Preferred Shares shall initially be US$1.60, subject to adjustment as set forth in this Section 7.1.4.

	(vi)	Series E Preferred Shares. Upon conversion, each Series E Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing the Series E Original Issue Price by the Series E Conversion Price at the time in effect for such Series E Preferred Shares. The “*Series E Original Issue Price” per share of Series E Preferred Share is US$1.80. The “Series E Conversion Price*” per share for the Series E Preferred Shares shall initially be US$1.80, subject to adjustment as set forth in this Section 7.1.4.

(b)	Conversion Price Adjustments. The Series A Conversion Price, Series B Conversion Price, the Series C Conversion Price, the Series D-1 Conversion Price, the Series D-2 Conversion Price and the Series E Conversion Price (collectively, the “*Conversion Price”) for the applicable series of Preferred Shares (the “Applicable Series*”) shall be subject to adjustment from time to time as follows:

	(i)	Adjustment for Share Splits and Combinations. If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Conversion Price for the Applicable Series in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Ordinary Shares into a smaller number of shares, the Conversion Price for the Applicable Series in effect immediately prior to the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.


(ii)		Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of Members of the Company entitled to receive) a dividend or other distribution to the holders of the Company’s shares payable in additional Ordinary Shares, the Conversion Price for the Applicable Series shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying the Conversion Price for the Applicable Series then in effect by a fraction (x) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (y) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.

(iii)		Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another person, then in any such event, provision shall be made so that, upon conversion of such Preferred Shares thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of shares of such Preferred Shares would have received had such Preferred Shares been converted into Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

(iv)	Sale of Shares Below the Conversion Price.

	(A)	(I) If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Shares without consideration or for a consideration per share less than the Conversion Price in effect for the Series E Preferred Shares immediately prior to such issue, then, and in each such case, the Conversion Price for the Series E Preferred Shares shall be reduced, as of the opening of business on the date of such issuance or sale, to a price equal to the consideration per share received by the Company for such Additional Ordinary Shares determined in the manner provided in subparagraph (B) below.


	(II)	If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Shares without consideration or for a consideration per share less than the Conversion Price in effect for the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D-1 Preferred Shares or the Series D-2 Preferred Shares immediately prior to such issue, then, and in each such case, the Conversion Price for the Applicable Series shall be reduced, as of the opening of business on the date of such issuance or sale, to a price determined by multiplying the then existing Conversion Price for the Applicable Series by a fraction, (x) the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of Ordinary Shares which the aggregate consideration received by the Company for the Additional Ordinary Shares so issued would purchase at the then existing Conversion Price for the Applicable Series, and (y) the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of Additional Ordinary Shares so issued. For the purpose of the above calculation, the number of Ordinary Shares outstanding immediately prior to such issuance shall be calculated on a fully-diluted basis, as if all Ordinary Share Equivalents had been fully exercised, converted or exchanged for Ordinary Shares immediately prior to such issuance.

(B)	For the purpose of making any adjustment in the Conversion Price or number of Ordinary Shares issuable upon conversion of shares of the Applicable Series, as provided above:

	(I)	To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;


	(II)	To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof, as determined in good faith by the Board as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

	(III)	If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or Ordinary Share Equivalents shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents.

(C)	If at any time, or from time to time, the Company issues any Ordinary Share Equivalents and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Conversion Price of the Applicable Series in effect immediately prior to such issuance, then, in each such case, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price.


	(I)	If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, the Conversion Price of the Applicable Series as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be issued on such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Common Shares, the consideration received for the issue or sale of Ordinary Share Equivalents actually converted.

	(II)	For any Ordinary Share Equivalent with respect to which the Conversion Price of the Applicable Series has been adjusted under this paragraph (C), no further adjustment of the Conversion Price shall be made solely as a result of the issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent.

(D)	In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Conversion Price of the Applicable Series at such date, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price of the Applicable Series shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied.


	(E)	For purposes of this Memorandum of Association, “*Effective Conversion Price*” means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (x) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (y) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent.

	(F)	For purposes of this Memorandum of Association, “*Additional Ordinary Shares*” means any Ordinary Shares issued by the Company (or deemed issued by the Company under Section 7.1.4 (b)(iv)(C) hereof) other than (i) Ordinary Shares issued, or issued or issuable, upon exercise of any Ordinary Share Equivalent issued under employee share option plan(s) duly adopted by the Board, (ii) upon conversion of the Preferred Shares, (iii) to financial institutions or lessors in connection with real estate leases, commercial credit arrangements, equipment financings or similar transactions approved by a 2/3 majority of the Board where the primary purpose of the arrangement is for non-equity financing; (iv) pursuant to a strategic partnership, joint venture or other arrangement approved by a 2/3 majority of the Board where the primary purpose of the arrangement is for non-equity financing; (v) as a dividend or distribution on the Preferred Shares or any event for which adjustment is made pursuant to Section 7.1.4 (b)(ii) hereof; (vi) pursuant to a stock split or other similar reorganization for which adjustment is made pursuant to Section 7.1.4 (b)(i) hereof; (vii) for consideration other than cash pursuant to a merger, consolidation, acquisition, or similar business combination approved by a 2/3 majority of the Board; (viii) pursuant to a registered public offering of the Company’s Ordinary Shares; or (ix) pursuant to a vote of the holders of an 80% majority of then outstanding Preferred Shares, voting together as a single class and on an as-converted basis, that such shares shall not be deemed “Additional Ordinary Shares”.

(v)	In case any event shall occur as to which the other provisions of this paragraph (b) are not strictly applicable but the failure to make any adjustment would not fairly protect the Conversion Rights of any Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares against dilution in accordance with the essential intent and principles of this paragraph (b), then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this paragraph (b) necessary to preserve, without dilution, the Conversion Rights of such Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares.

7.1.5

Certificate of Adjustment. In the case of any adjustment or readjustment of the Conversion Price for any Applicable Series of Preferred Shares, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and/or Series E Preferred Shares at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Ordinary Shares issued or sold or deemed to have been issued or sold, (ii) the number of Additional Ordinary Shares issued or sold or deemed to be issued or sold, (iii) the Conversion Price for the Applicable Series of Preferred Shares in effect after such adjustment or readjustment, and (iv) the number of Ordinary Shares and the type and amount, if any, of other property which would be received upon conversion of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and/or Series E Preferred Shares after such adjustment or readjustment.

7.1.6

Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment to the Conversion Price of any Applicable Series of Preferred Shares or the number or character of such series of Preferred Shares as set forth herein, the Company shall give notice to the holders of the Applicable Series of Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price for such Applicable Series and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and/or Series E Preferred Shares, as the case may be. In the case of any action which would require the fixing of a record date, such notice shall be given at least 20 days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least 30 days prior to the taking of such proposed action. Any notice required by the provisions of this Section 7.1.6 to be given to the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and/or Series E Preferred Shares shall be deemed given if deposited in the mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the books of the Company.

7.1.7

Fractional Shares. No fractional Ordinary Shares shall be issued upon conversion of any Preferred Share. All Ordinary Shares (including fractions thereof) issuable upon conversion of more than one Preferred Share by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after such aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the fair market value of a Ordinary Share (as determined by the Board) on the date of conversion.

7.1.8

No Impairment. The Company shall at all times in good faith assist in the carrying out of all the provisions of this Section 7.1 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Shares against impairment.

7.2	Voting Rights.

7.2.1

General. Each holder of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which such holder’s Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares, are convertible immediately after the close of business on the record date of the determination of the Company’s shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company’s shareholders is first solicited. Except as otherwise provided herein, in the Articles of Association, as required by law, or as otherwise agreed by the Members of the Company, the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series, on all matters put before the Members of the Company including without limitation with respect to any question on which the holders of Ordinary Shares shall have the right to vote at a class meeting of Ordinary Shareholders.

7.2.2

Separate Vote of Series D Preferred Shares. For so long as 20% of the Series D Preferred Shares originally issued shall remain outstanding, in addition to any other vote or consent required herein or by law, the affirmative vote at a general meeting by, or the written consent signed by the holders of, no less than eighty percent (80%) of the Ordinary Shares issuable upon conversion of the Series D Preferred Shares then outstanding, voting together as a single class and to the exclusion of any other class of shares, shall be necessary to effect the following actions involving the Company or any Subsidiary (as defined below):

(a)

Any alteration of the rights, preferences, privileges, powers of, or the restrictions provided for the benefit of the Series D Preferred Shares; or

(b)

Any amendment to the Memorandum and Articles of Association of the Company or similar constituent documents of the Company or any Subsidiary, which adversely affects the rights, preferences or privileges of the Series D Preferred Shares.

Nothing contained in this Section 7.2.2 shall require the Company to obtain the approval of the holders of the Series D Preferred Shares pursuant to this clause for any increase in the authorized share capital of the Company (or any Subsidiary).

7.2.3

Separate Vote of Series B Preferred Shares. For so long as any Series B Preferred Shares remain outstanding, in addition to any other vote or consent required herein or by law, the affirmative vote at a general meeting by, or the written consent signed by the holders of, no less than eighty percent (80%) of the Ordinary Shares issuable upon conversion of the Series B Preferred Shares then outstanding, voting together as a single class and to the exclusion of any other class of shares, shall be necessary to effect the following actions involving the Company or any Subsidiary:

(a)

Any alteration of the rights, preferences or privileges of the Series B Preferred Shares; or

(b)

Any amendment to the Articles of Association of the Company or similar constituent documents of the Company or any Subsidiary, which adversely affects the rights, preferences or privileges of the Series B Preferred Shares.

Nothing contained in this Section 7.2.3 shall require the Company to obtain the approval of the holders of the Series B Preferred Shares pursuant to this clause for (i) any increase in the authorized share capital of the Company (or any Subsidiary); (ii) the creation or authorization of any shares of any class with or without any preference with respect to the Series B Preferred Shares or the issuance of any such shares; or (iii) any amendment to the constituent documents of the Company or any Subsidiary to the extent such amendments are necessary to facilitate transactions for the primary purpose of raising additional financing for the Company or any Subsidiary.

7.3	Dividend Preference.

7.3.1

Other than an Exempted Distribution, the Company shall not make any distribution (whether in cash or in property) with respect to any Ordinary Share unless a dividend shall first have been paid with respect to all outstanding Preferred Shares in an amount for each such Preferred Share equal to or greater than the product of (i) the amount of such distribution and (ii) the number of Ordinary Shares into which such Preferred Share is then convertible.

7.3.2

For purposes of this Section 7.3, “Exempted Distribution” shall mean (i) a dividend payable solely in Ordinary Shares, (ii) the repurchase of Ordinary Shares at cost from terminated employees, officers or consultants pursuant to contractual arrangements with the Company approved by the Board, (iii) any exercise, conversion or exchange of Ordinary Share Equivalents, and (iv) repurchase of outstanding securities of the Company that is duly approved by the Board.

7.4	Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, distributions to the Members of the Company shall be made in the following manner:

7.4.1

Prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Ordinary Shares or any other class or series of shares by reason of their ownership of such shares, the holders of the Series E Preferred Shares shall be entitled to receive, the amount equal to one hundred percent (100%) of the Series E Original Issue Price (as adjusted for stock splits, stock dividends and other similar events) for each share of Series E Preferred Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series E Preferred Shares (the “Series E Preference Amount”).

7.4.2

After payment has been made to holders of Series E Preferred Shares of the full Series E Preference Amount due pursuant to paragraph 7.4.1 above, the remaining assets of the Company available for distribution to Members, if any, shall be distributed to (i) the holders of the Series A Preferred Shares shall be entitled to receive the amount equal to one hundred percent (100%) of the amount originally paid by the original purchaser thereof (as recorded in the Company’s registrar of holders of Series A Preferred Shares) (as adjusted for stock splits, stock dividends and other similar events) for each such share of Series A Preferred Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series A Preferred Shares (the “Series A Preference Amount”), (ii) the holders of the Series B Preferred Shares shall be entitled to receive, the amount equal to one hundred percent (100%) of the Series B Original Issue Price (as adjusted for stock splits, stock dividends and other similar events) for each share of Series B Preferred Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series B Preferred Shares (the “Series B Preference Amount”), (iii) the holders of the Series C Preferred Shares shall be entitled to receive, the amount equal to one hundred percent (100%) of the Series C Original Issue Price (as adjusted for stock splits, stock dividends and other similar events) for each share of Series C Preferred Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series C Preferred Shares (the “Series C Preference Amount”), (iv) the holders of the Series D-1 Preferred Shares shall be entitled to receive, the amount equal to one hundred percent (100%) of the Series D-1 Original Issue Price (as adjusted for stock splits, stock dividends and other similar events) for each share of Series D-1 Preferred Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series D-1 Preferred Shares (the “Series D-1 Preference Amount”) and (v) the holders of the Series D-2 Preferred Shares shall be entitled to receive, the amount equal to one hundred percent (100%) of the Series D-2 Original Issue Price (as adjusted for stock splits, stock dividends and other similar events) for each share of Series D-2 Preferred Shares then held by them and, in addition, an amount equal to all declared but unpaid dividends on the Series D-2 Preferred Shares (the “Series D-2 Preference Amount” and together with the Series A Preference Amount, the Series B Preference Amount, the Series C Preference Amount and the Series D-1 Preference Amount, the “Preference Amount”). If upon the occurrence of a liquidation, dissolution or winding up of the Company the assets and funds thus distributed among the holders of the Series A Preferred Shares, the holders of the Series B Preferred Shares, the holders of the Series C Preferred Shares, the holders of the Series D-1 Preferred Shares and the holders of the Series D-2 Preferred Shares shall be insufficient to permit the payment to such holders of the full Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Shares, the holders of the Series B Preferred Shares, the holders of the Series C Preferred Shares, the holders of the Series D-1 Preferred Shares and the holders of the Series D-2 Preferred Shares on a pari passu basis in proportion to the Series A Preference Amount, the Series B Preference Amount, the Series C Preference Amount, the Series D-1 Preference Amount and the Series D-2 Preference Amount, respectively, that each such holder is otherwise entitled to receive.

7.4.3

After payment has been made to holders of Series A Preferred Shares, holders of the Series B Preferred Shares, holders of the Series C Preferred Shares and holders of the Series D Preferred Shares of the full Series A Preference Amount, the Series B Preference Amount, the Series C Preference Amount, the Series D-1 Preference Amount and the Series D-2 Preference Amount due pursuant to paragraph 7.4.2 above, the remaining assets of the Company available for distribution to Members, if any, shall be distributed to the holders of the Ordinary Shares and holders of Series A Preferred Shares, holders of the Series B Preferred Shares, holders of the Series C Preferred Shares, holders of the Series D-1 Preferred Shares, holders of Series D-2 Preferred Shares and holders of the Series E Preferred Shares on a pro rata and as-converted basis.

7.4.4

A consolidation or merger of the Company below an enterprise value of US$154 million with or into any other company or companies in which the members of the Company do not retain a majority of the voting power in the surviving company or companies, or a sale, conveyance or disposition of all or substantially all of the assets of the Company, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 7.4 (excluding any consolidation or merger effected exclusively to change the domicile of the Company) unless otherwise agreed by Macquarie and SEEK, such that the holders of Series A Preferred Shares, holders of Series B Preferred Shares, holders of Series C Preferred Shares, holders of the Series D Preferred Shares, holders of the Series E Preferred Shares and holders of Ordinary Shares shall be paid (unless, as the case may be, the Series A Preference Amount is waived by the holders of a majority of the Series A Preferred Shares, the Series B Preference Amount is waived by the holders of a majority of the Series B Preferred Shares outstanding, the Series C Preference Amount is waived by the holders of a majority of the Series C Preferred Shares outstanding, the Series D-1 Preference Amount is waived by the holders of a majority of the Series D-1 Preferred Shares outstanding, the Series D-2 Preference Amount is waived by the holders of a majority of the Series D-2 Preferred Shares outstanding and/or the Series E Preference Amount is waived by the holders of at least eighty percent (80%) of the Series E Preferred Shares outstanding) in cash or in securities received from the acquiring company or companies, or in a combination thereof, at the closing of any such transaction in accordance with Section 7.4.1, 7.4.2 and 7.4.3. In the event the requirements of this Section 7.4.4 are not complied with, the Company shall forthwith either (i) cause such closing to be postponed until such time as the requirements of this Section 7.4.4 have been complied with, or (ii) cancel such transaction.

7.4.5

Notwithstanding any other provision of this Section 7.4, and subject to any other applicable provisions of this Memorandum of Association and the Articles of Association, the Company may at any time, out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, pursuant to any agreement providing for such right of repurchase, whether or not dividends on the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares shall have been declared and funds set aside therefor and such repurchases shall not be subject to the Series A Preference Amount, the Series B Preference Amount, the Series C Preference Amount, the Series D-1 Preference Amount, the Series D-2 Preference Amount or the Series E Preference Amount.

7.4.6

In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holder of Preferred Shares and Ordinary Shares shall be determined in good faith by the Board. Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows:

(a)

If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution;

(b)

If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and

(c)

If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board.

7.4.7

The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the Board. The holders of at least 30% of the outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares, voting on an as-converted basis and as a single class, shall have the right to challenge any determination by the Board of fair market value pursuant to this Section 7.4.6, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.

8.	Registered Shares.

Preferred Shares and Ordinary Shares issued by the Company shall be issued only as registered and certificated and not bearer shares.

9.	Reservation of Shares.

The Company shall at all times reserve and keep available, out of its authorized but unissued Ordinary Shares, such number of Ordinary Shares as shall from time to time be sufficient, for the purpose of (a) effecting the conversion of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares, and (b) issuing shares upon the exercise, conversion or exchange of any Ordinary Share Equivalent. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient for the issuance of Ordinary Shares pursuant to this Section 9, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purposes.

10.	Exempted Company.

If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 193 of the Companies Law (Revised) and, subject to the provisions of the Companies Law (Revised) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

AMENDED AND RESTATED 18 February 2013

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

ZHAOPIN LIMITED

(Adopted by Special Resolution dated 8 February 2013 and effective 18 February 2013)

1.	In these Articles Table A in the Schedule to the Statute does not apply and, unless there be something in the subject or context inconsistent therewith,



“Act”		means the United States Securities Act of 1933, as amended, or any similar federal statute then in effect.

“Articles”		means these Ninth Amended and Restated Articles of Association, as from time to time amended or altered.

“Auditors”		means the persons for the time being performing the duties of auditors of the Company.

“Board”		means the Board of Directors of the Company as constituted from time to time.

“Company”		means the above-named Company. “debenture” means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.

“Directors”		means the directors for the time being of the Company.

“Existing Plans”		means the Company’s 2000 Stock Option Plan, 2004 Stock Option Plan, 2005 Stock Option Plan, 2008 Stock Option Plan, 2009 Stock Option Plan and 2010 Global Share Plan.


“Initial Public Offering”		means the initial public offering pursuant to an effective registration statement under the Act covering the offer and sale of Ordinary Shares for the account of the Company to the public or, if offered outside the United States, on an internationally recognized stock exchange pursuant to an offering memorandum or prospectus required to be prepared and/or filed with the relevant agency or body regulating and/or reviewing such offering.

“Member” or “Shareholder”		shall bear the meaning as ascribed to “Member” in the Statute.

“Memorandum”		means the Ninth Amended and Restated Memorandum of Association of the Company, as amended from time to time.

“month”		means calendar month.

“Ordinary Resolution”		means a resolution:

		(a) passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and, where a poll is taken, by a simple majority of the votes cast at such general meeting duly convened; or

		(b) approved in writing by such Members holding an absolute majority of the votes attached to the shares entitled to vote at a general meeting of the Company, in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed.

“Ordinary Shares”		means the Ordinary Shares of the Company as defined in Section 6.2 of the Memorandum.

“paid-up”		means paid-up and/or credited as paid-up.

“Person”		means any individual, corporation, association, partnership, joint venture, trust, estate, or other entity or organization.


“PRC”		means the People’s Republic of China.

“Preferred Shares”		means the Preferred Shares of the Company as defined in Section 6.2 of the Memorandum.

“registered office”		means the registered office for the time being of the Company.

“Seal”		means the common seal of the Company and includes every duplicate seal.

“Series A Preferred Shares”		means the Series A Preferred Shares of the Company, as defined in Section 6.2 of the Memorandum.

“Series B Preferred Shares”		means the Series B Preferred Shares of the Company, as defined in Section 6.2 of the Memorandum.

“Series C Preferred Shares”		means the Series C Preferred Shares of the Company, as defined in Section 6.2 of the Memorandum.

“Series D Preferred Shares”		means the Series D-1 Preferred Shares and the Series D-2 Preferred Shares.

“Series D-1 Preferred Shares”		means the Series D-1 Preferred Shares of the Company, as defined in Section 6.2 of the Memorandum.

“Series D-2 Preferred Shares”		means the Series D-2 Preferred Shares of the Company, as defined in Section 6.2 of the Memorandum.

“Series E Preferred Shares”		means the Series E Preferred Shares of the Company, as defined in Section 6.2 of the Memorandum.

“Secretary”		includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

“share”		includes a fraction of a share.

“Special Resolution”		shall bear the meaning as ascribed to “Special Resolution” in the Statute

“Statute”		means the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.


“Subsidiary”		means any entity of which more than 51% of the issued and outstanding share capital or voting interests is owned, directly or indirectly, by the Company, as well as the following entities: Beijing Zhilian Sanke Human Resource Center (北京智联三珂人才服务有限公司), Wangpin Information Consulting (Shanghai) Company Ltd. (网聘信息咨询(上海)有限公司), Beijing Wangpin Consulting Co., Ltd. (北京网聘咨询有限公司), Beijing Wangpin Consulting Co., Ltd. Shanghai Branch (北京网聘咨询有限公司上海分公司), Wuhan Zhilian Rencai Advertising Company Limited (武汉智联人才广告有限公司), Shanxi Zhilian Advertising Company Limited (陕西智联广告有限公司), Jinan Zhilian Wangpin Advertising Company Limited (济南智联网聘广告有限公司), Nanjing Zhilian Advertising Company Limited (南京智联广告有限公司), Sichuan Zhilian Advertising Company Limited (四川智联广告有限公司), Changchun Zhilian Advertising Limited (长春智联广告有限公司), Shenyang Zhilian Wangpin Advertising Company Limited (沈阳智联网聘广告有限公司), Qingdao Zhilian Advertising Ltd. (青岛智联广告有限公司), Dalian Zhailian Advertising Ltd. (大连智联广告有限公司), Tianjin Zhilian Advertising Ltd. (天津智联广告有限公司), Henan Wangpin Advertising Ltd. (河南网聘广告有限公司), Suzhou Wangpin Advertising Ltd. (苏州网聘广告有限公司), Changsha Lianzhi Manpower Resource Service Ltd. (长沙联智人力资源服务有限公司), Guangdong Zhilian Culture Media Ltd. (广东智联文化传播有限公司), Hangzhou Wangpin Advertising Ltd. (杭州网聘广告有限公司 ), Changchun Zhilian Rencai Development Services Ltd. (长春智联人才开发服务有限公司), Zhaopin (Beijing) Technology Company Limited (智联网聘 (北京) 技术有限公司), Guangdong Zhilian Culture Media Ltd. Shenzhen Branch (广东智联文化传播有限公司深圳分公司), Xiamen Zhilian Wangpin Business Services Company Ltd. (厦门智联网聘商务服务有限公司), Fuzhou Zhilian Advertising Company Limited (福州智联广告有限公司), Haerbin Zhilian Wangcai Advertising Company (哈尔滨智联网才广告公司), and Shenyang Zhilian HR Agent Company Ltd. (沈阳智联职业介绍服务有限公司).


“US GAAP”		means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“written” and “in writing”		include all modes of representing or reproducing words in visible form.

Words importing the singular number only include the plural number and vice-versa.

Words importing the masculine gender only include the feminine gender.

Words importing persons only include corporations.

2.	The business of the Company may be commenced as soon after incorporation as the Board shall see fit, notwithstanding that only part of the shares may have been allotted.

3.	The Board may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

CERTIFICATES FOR SHARES

Certificates representing shares of the Company shall be in such form as shall be determined by the Board. Such certificates may be under Seal. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. The Board may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process.

Notwithstanding Article 4 of these Articles, if a share certificate be proved to the satisfaction of the Board to have been defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) and the giving of such indemnity to the Company, in such form and in such sum as the Board may direct.

ISSUE OF SHARES

Subject to the provisions of Section 6 and Section 7 of the Memorandum setting out the authorized amounts, rights and qualifications of the Company’s two classes of shares, and without prejudice to any special rights previously conferred on the holders of existing shares, the Board may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share). The Company shall not issue shares in bearer form.

The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Board shall from time to time determine provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders.

TRANSFER OF SHARES

8.	The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.

Subject to any requirements, limitation or conditions in the Memorandum, the Company shall, on the valid application of the transferor or transferee of a registered share in the Company, enter in the share register the name of the transferee of the share. No transfer or issuance of any shares shall be effective or valid unless and until recorded in the register of Members.

10.	The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended for more than forty-five days in any year.

REDEEMABLE SHARES


11.		(a)		Subject to the provisions of the Statute, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may determine.

(b)

Subject to the provisions of the Statute, the Memorandum, the Company may purchase its own shares, including any redeemable shares, and the Company be and is hereby authorised to use all funds available for the purpose under the Statute, including making payments out of capital.

(c)

Notwithstanding anything to the contrary herein, at any time commencing on July 1, 2013, at the option of each holder of outstanding Series E Preferred Shares, the Company shall redeem all, but not less than all, of the outstanding Series E Preferred Shares held by such holder out of funds legally available therefor at a redemption price (the “Redemption Price”) for each Series E Preferred Share equal to the Series E Original Issue Price, as adjusted for any stock splits, combinations, consolidations, stock distributions or dividends, plus all declared but unpaid dividends thereon and

(i)

A notice of redemption by any holder of Series E Preferred Shares pursuant to Article 11 (c) above shall be given by hand or by mail to the registered office of the Company at any time on or after July 1, 2013, stating the date on which the Series E Preferred Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the date 90 days after such notice of redemption is given. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Series E Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. If on the Redemption Date, the number of Series E Preferred Shares that may then be legally redeemed by the Company is less than the number of all Series E Preferred Shares to be redeemed, then (i) the number of Series E Preferred Shares then redeemed shall be based ratably on all Series E Preferred Shares to be redeemed, and (ii) the remaining Series E Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so.

(ii)

Before any holder of Series E Preferred Shares shall be entitled for redemption under the provisions of this Article 11(c), such holder shall surrender his or her certificate or certificates representing such Series E Preferred Shares to be redeemed to the Company in the manner and at the place designated by the Company for that purpose, and thereupon the Redemption Price shall be payable to the order of the person whose name appears on such certificate or certificates as the owner of such shares and each such certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. Upon payment of the applicable Redemption Price, the Company shall cancel the certificate representing such Series E Preferred Shares to be redeemed, all rights of the holders thereof shall cease and terminate and such Series E Preferred Shares shall cease to be issued shares of the Company.

VARIATION OF RIGHTS OF SHARES

12.

If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied only in accordance with Section 7.2.2 and 7.2.3 of the Memorandum.

13.

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or by express modification of such rights, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

14.

The Company may in so far as the Statute from time to time permits pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

NON-RECOGNITION OF TRUSTS

15.

No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

CALL ON SHARES


16.		(a)		The Board may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as the Board may determine. A call may be made payable by installments.

(b)

A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

(c)

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

17.

If a sum called in respect of a share is not paid before or on a day appointed for payment thereof, the persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Board may determine, but the Board shall be at liberty to waive payment of such interest either wholly or in part.

18.

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

FORFEITURE OF SHARES


19.		(a)		If a Member fails to pay any call or installment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call, installment or payment remains unpaid, give notice requiring payment of so much of the call, installment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.

(b)

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.

(c)

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board deems fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board think fit.

20.

A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.

21.

A certificate in writing under the hand of one Director or the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

22.

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

REGISTRATION OF EMPOWERING INSTRUMENTS

23.	The Company shall be entitled to charge a fee not exceeding one dollar (US$l.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

AMENDMENT OF MEMORANDUM OF ASSOCIATION, ALTERATION OF CAPITAL & CHANGE OF LOCATION OF REGISTERED OFFICE


24.		(a)		Subject to Section 7.2.2 of the Memorandum and in so far as permitted by the provisions of the Statute, the Company may from time to time by Special Resolution alter or amend its Memorandum with respect to any objects, powers or other matters specified therein; provided, however, that the Company may, by Ordinary Resolution (subject to Section 7.2.2 of the Memorandum) effectuate the following:

(i)

increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto;

(ii)

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(iii)

by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum or into shares without nominal or par value;

(b)

Except as set forth in the Memorandum, all new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, transfer, forfeiture and otherwise as the shares in the original share capital.

(c)

Without prejudice to Article 11 hereof and subject to the provisions of the Statute, and the Memorandum the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.

(d)

Subject to the provisions of the Statute, the Company may by resolution of the Board change the location of its registered office.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

25.

For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Board may provide that the register of Members shall be closed for transfers for a stated period but not to exceed in any case forty days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of Members.

26.

In lieu of or apart from closing the register of Members, the Board may fix in advance a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members and for the purpose of determining the Members entitled to receive payment of any dividend the Board may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

27.

If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

GENERAL MEETING

28.	The Company may but shall not be obliged to hold an annual general meeting.


29.		(a)		The Board may whenever they think fit, and they shall on the requisition of Members of the Company who, at the date of the deposit of the requisition, hold not less than twenty percent (20%) of the aggregate voting power attributable to the issued and outstanding share capital of the Company, proceed to convene a general meeting of the Company.

(b)

The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.

(c)

If the Board does not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days.

(d)

A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by the Board.

(e)

Members may participate in any general meeting by means of conference telephone or video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting pursuant to this provision shall constitute presence in person at such meeting.

NOTICE OF GENERAL MEETINGS

30.

At least fourteen (14) days’ notice shall be given of an annual general meeting or any other general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company PROVIDED that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Article 29 have been complied with, be deemed to have been duly convened if it is so agreed:

(a)

in the case of a general meeting called as an annual general meeting by all the Members entitled to attend and vote thereat or their proxies; and

(b)

in the case of any other general meeting by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than a majority of the issued and outstanding Ordinary Shares and a seventy-five percent (75%) majority of the issued and outstanding Preferred Shares.

31.	The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

32.

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. A quorum shall require the presence in person or by proxy of one or more Members holding at least forty percent (40%) of the aggregate voting power attributable to the issued and outstanding share capital of the Company.

33.

Subject to the definition of “Ordinary Resolution” under Article 1 hereof, a resolution in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

34.

If within an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other place as the Board may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.

35.

The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within thirty minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of the present Directors to be Chairman of the meeting.

36.	If at any general meeting no Director is willing to act as Chairman or if no Director is present within thirty minutes after the time appointed for holding the meeting, the Members present shall choose one of the present Members to be Chairman of the meeting.

37.

The Chairman may, with the consent of any general meeting duly constituted hereunder, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

38.	At any general meeting a resolution put to the vote of the meeting shall be decided by poll.

VOTES OF MEMBERS

39.	Subject to any rights or restrictions for the time being attached to any class or classes of shares, every Member of record present in person or by proxy shall have one vote for each share registered in his name in the register of Members.

40.

In the case of joint holders of record the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.

41.

A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy.

42.	No Member shall be entitled to vote at any general meeting unless he is registered as a Shareholder of the Company on the record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

43.

No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.

44.	On any vote of the Shareholders votes may be given either personally or by proxy.

PROXIES

45.

The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a Member of the Company.

46.

The instrument appointing a proxy shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting provided that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company.

47.	The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.

48.

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

49.

Any corporation which is a Member of record of the Company may in accordance with its Articles or in the absence of such provision by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company.

50.	Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

DIRECTORS

51.	There shall be a Board of Directors consisting of three (3) persons (exclusive of alternate Directors) PROVIDED HOWEVER that the Company may from time to time by Ordinary Resolution change the number of Directors.

52.

The remuneration, if any, to be paid to the Directors shall be such remuneration as the Board or the Members by Ordinary Resolution shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be paid their travel, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Board, or any committee of the Board, or general meetings of the Company, or otherwise in connection with the business of the Company.

53.	The Board may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his ordinary routine work as a Director.

54.	A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

55.	A Director or alternate Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

56.

A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

57.

No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him or the alternate Director appointed by him at or prior to its consideration and any vote thereon.

58.

A general notice or disclosure to the Directors or otherwise contained in the minutes of a Meeting or a written resolution of the Directors or any committee thereof that a Director or alternate Director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 57 and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

ALTERNATE DIRECTORS

59.

A Director who expects to be unable to attend Board Meetings because of absence, illness or otherwise may appoint any person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend meetings of the Directors and to vote thereat and to do, in the place and stead of his appointor, any other act or thing which his appointor is permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. Any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same.

POWERS AND DUTIES OF DIRECTORS

60.	Subject to any limitations and other provisions in the Memorandum, the business of the Company shall be managed by the Board, and all power of the Company shall be exercised by or under the direction of the Board.

61.

The Board may from time to time and at any time by powers of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Board may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

62.	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Board shall from time to time by resolution determine.

63.	The Directors shall cause minutes to be made in books provided for the purpose:

(a)

of all appointments of officers made by the Board;

(b)

of the names of the Directors (including those represented thereat by an alternate or by proxy) present at each meeting of the Board and of any committee of the Board;

(c)

of all resolutions and proceedings at all meetings of the Members and of the Board and of committees of the Board.

64.

The Board on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

65.

Subject to the Memorandum the Board may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

MANAGEMENT


66.		(a)		Subject to the Memorandum and Article 79 hereof, the Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

(b)

The Board from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards or any managers or agents and may fix their remuneration.

(c)

The Board from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Board and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Board may think fit and the Board may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

(d)

Any such delegates as aforesaid may be authorised by the Board to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them.

PROCEEDINGS OF DIRECTORS

67.

Except as otherwise provided by these Articles or the Memorandum, the Directors shall meet together for the dispatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and alternate Directors present at a meeting at which there is a quorum, the vote of an alternate Director not being counted if his appointor be present at such meeting. In case of any equality of votes, the matter shall be decided by Ordinary Resolution.

68.

A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall, at any time summon a meeting of the Directors by at least seven (7) days’ notice in writing to every Director and alternate Director, which notice shall set forth the general nature of the business to be considered as well as the place, the day, and the hour of the meeting unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be.

69.

The quorum necessary for the transaction of the business of the Board shall be a majority of Directors, a Director and his appointed alternate Director being considered only one person for this purpose, PROVIDED ALWAYS that if there shall at any time be (i) only a sole Director the quorum shall be one or (ii) only two Directors the quorum shall be two. For the purposes of this Article an alternate Director or proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present.

70.

The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

71.

The Directors may elect a Chairman of the Board and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within thirty minutes after the time appointed for holding the same, the Directors present may choose one of the present Directors to act as the Chairman of the meeting. The Chairman shall not have a casting vote.

72.

The Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors (including alternate Directors in the absence of their appointors) as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board.

73.

Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors (an alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a Board meeting or committee as the case may be duly convened and held.


74.		(a)		A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.

(a)

The provisions of Articles 45-48 shall mutatis mutandis apply to the appointment of proxies by Directors.

VACATION OF OFFICE OF DIRECTOR

75.	The office of a Director shall be vacated:

(a)

if a Director gives notice in writing to the Company that he resigns as a member of the Board;

(b)

if by Ordinary Resolution the Members resolve to remove a Director; or

(c)

if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally.

APPOINTMENT AND REMOVAL OF DIRECTORS

76.

The Directors to serve on the Board of Directors shall be elected by an Ordinary Resolution of the Members of the Company (any series or class of shares to vote on an as-converted basis with the Ordinary Shares and not as a separate series or class). In the case of any vacancy in the office of a Director, the remaining Directors may, by affirmative vote of a majority thereof elect a successor to hold office for the unexpired term of the Director whose seat on the Board is vacant.

77.

[Deleted]

SEAL


78.		(a)		The Company may, if the Board so determines, have a Seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer or some person appointed by the Board for the purpose.

(b)

The Company may have for use in any place outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the Common Seal of the Company and, if the Board so determines, with the addition on its face of the name of every place where it is to be used.

OFFICERS

79.	Officers of the Company are appointed by the Board as they consider necessary, all for a term of one year, and at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Board from time to time prescribes.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

80.	Subject to the Statute, and the Memorandum, the Board may from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefor.

81.

The Board may, before declaring any dividends or distributions, set aside such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.

82.	No dividend or distribution shall be payable except out of the profits of the Company, realised or unrealised, or out of the share premium account or as otherwise permitted by the Statute.

83.	The Board may deduct from any dividend or distribution payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

84.

The Board may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Board may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members.

85.

Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders.

86.	No dividend or distribution shall bear interest against the Company.

CAPITALISATION

87.

Subject to the Memorandum, the Company may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Board shall do all acts and things required to give effect to such capitalisation, with full power to the Board to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Board may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

BOOKS OF ACCOUNT

88.	The Board shall cause proper books of account to be kept in accordance with US GAAP with respect to:

(a)

all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place;

(b)

all sales and purchases of goods by the Company; and

(c)

the assets and liabilities of the Company.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

89.	Members shall have the right to inspect any account or book or document of the Company, but the Board shall from time to time determine the times and places the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors.

90.	The Board shall cause to be prepared audited or unaudited profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as the Company may be required to provide Members under contract.

AUDIT

91.	The Company may at any annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the next annual general meeting and may fix his or their remuneration.

92.

The Board may before the first annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the Members in general meeting in which case the Members at that meeting may appoint an Auditor or Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Directors.

93.

Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditors.

94.	Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Directors or any general meeting of the Members, make a report on the accounts of the Company in general meeting during their tenure of office.

NOTICES

95.

Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex, telecopy, facsimile or electronic mail to him or to his address as shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address be outside the Cayman Islands.


96.		(a)		Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected at the expiration of sixty hours after the letter containing the same is posted as aforesaid.

(b)

Where a notice is sent by cable, telex, or telecopy, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organisation and to have been effected on the day the same is sent as aforesaid.

(c)

Where a notice is sent by facsimile or electronic mail, service of the notice shall be deemed to be effected by properly addressing and receiving confirmation of receipt, and to have been effected on the day the same is sent and confirmed as aforesaid.

97.	A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the register of Members in respect of the share.

98.

A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

99.	Notice of every general meeting shall be given in any manner hereinbefore authorised to:

(a)

every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members; and

(b)

every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meetings.

WINDING UP

100.	If the Company shall be wound up the liquidator shall divide amongst the Shareholders in cash or kind the assets of the Company in accordance with the Statute and the Memorandum.

INDEMNITY

101.

The Board and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own willful neglect or default respectively and no such Director, officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his office or trust unless the same shall happen through the willful neglect or default of such Director, Officer or trustee.

FINANCIAL YEAR

102.	Unless the Board otherwise prescribes, the financial year of the Company shall end on 30 June in each year and, following the year of incorporation, shall begin on 1st July in each year.

AMENDMENTS OF ARTICLES

103.	Subject to the Statute, and the Memorandum, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

TRANSFER BY WAY OF CONTINUATION

104.

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

EX-3.2 3 d653603dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

ZHAOPIN LIMITED

(adopted by a Special Resolution passed on , 2014 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares)

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

ZHAOPIN LIMITED

1.	The name of the Company is Zhaopin Limited.

2.	The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.

3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or any other law of the Cayman Islands.

4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Law.

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6.	The liability of each Shareholder of the Company is limited to the amount, if any, unpaid on the Shares held by such Shareholder.

The authorised share capital of the Company is US$20,000,000 divided into 2,000,000,000 shares comprising of (i) 1,000,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (ii) 100,000,000 Class B Ordinary Shares of a par value of US$0.01 each, and (iii) 900,000,000 shares of a par value of US$0.01 each of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles of Association of the Company.

8.	The Company has the power to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

9.	Capitalized terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.

TABLE OF CONTENTS


CLAUSE	PAGE

TABLE A		2
INTERPRETATION		2
PRELIMINARY		8
SHARES		8
CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES		9
MODIFICATION OF RIGHTS		10
CERTIFICATES		11
FRACTIONAL SHARES		12
LIEN		12
CALLS ON SHARES		13
FORFEITURE OF SHARES		13
TRANSFER OF SHARES		14
TRANSMISSION OF SHARES		15
ALTERATION OF SHARE CAPITAL		16
REDEMPTION, PURCHASE AND SURRENDER OF SHARES		17
TREASURY SHARES		17
GENERAL MEETINGS		17
NOTICE OF GENERAL MEETINGS		18
PROCEEDINGS AT GENERAL MEETINGS		19
VOTES OF SHAREHOLDERS		20
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS		21
DEPOSITARY AND CLEARING HOUSES		21
DIRECTORS		22
ALTERNATE DIRECTOR OR PROXY		23
POWERS AND DUTIES OF DIRECTORS		24
BORROWING POWERS OF DIRECTORS		25
THE SEAL		25
DISQUALIFICATION OF DIRECTORS		26
PROCEEDINGS OF DIRECTORS		26
PRESUMPTION OF ASSENT		28
DIVIDENDS		29
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION		30
CAPITALISATION OF RESERVES		31
SHARE PREMIUM ACCOUNT		32


NOTICES			32
INDEMNITY			33
NON-RECOGNITION OF TRUSTS			34
WINDING UP			34
AMENDMENT OF ARTICLES OF ASSOCIATION			35
CLOSING OF REGISTER OR FIXING RECORD DATE			35
REGISTRATION BY WAY OF CONTINUATION			36
DISCLOSURE			36

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

ZHAOPIN LIMITED

TABLE A

The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Law shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1.	In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:


“ADS”		means an American Depositary Share representing Class A Ordinary Shares;

“Affiliate”		means in respect of a Person, any other Person that, directly or indirectly, through (1) one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, or the partnership or other entity (other than, in the case of corporation, shares having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;


“Articles”		means these articles of association of the Company, as amended or substituted from time to time;

“Board” and “Board of Directors” and “Directors”		means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

“Chairman”		means the chairman of the Board of Directors;

“Class” or “Classes”		means any class or classes of Shares as may from time to time be issued by the Company;

“Class A Ordinary Share”		means an Ordinary Share of a par value of US$0.01 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

“Class B Ordinary Share”		means an Ordinary Share of a par value of US$0.01 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

“Commission”		means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Company”		means Zhaopin Limited, a Cayman Islands exempted company;

“Companies Law”		means the Companies Law (2013 revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;


“Company’s Website”		means the website of the Company, the address or domain name of which has been notified to Shareholders;

“Competitor”		means any entity conducting a business directly or through one or more of its Affiliates, which business is in competition with any business conducted by the Company or any of the Company’s Affiliates.

“Designated Stock Exchange”		means the stock exchange in the United States on which the Company’s ADSs are listed for trading;

“Designated Stock Exchange Rules”		means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any shares or ADSs on the Designated Stock Exchange;

“electronic”		has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“electronic communication”		means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“Electronic Transactions Law”		means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“IPO”		means the initial public offering of the Company’s American Depositary Shares representing its Class A Shares;

“Law”		means the Companies Law and every other law and regulation of the Cayman Islands for the time being in force concerning companies and affecting the Company;

“Memorandum of Association”		means the memorandum of association of the Company, as amended or substituted from time to time;

“Month”		means calendar month;


“Ordinary Resolution”		means a resolution: (a) passed by a simple majority of the votes of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting held in accordance with these Articles; or (b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

“Ordinary Shares”		means a Class A Ordinary Share or a Class B Ordinary Share;

“paid up”		means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

“Person”		means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“Register”		means the register of Members of the Company maintained in accordance with the Companies Law;

“Registered Office”		means the registered office of the Company as required by the Companies Law;

“Seal”		means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary”		means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

“Securities Act”		means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“SEEK Affiliate”		means any affiliate of SEEK International Investments Pty Ltd. and/or any other entities that directly or indirectly control, are controlled by, or under common control with SEEK International Investments Pty Ltd., excluding (a) the Company, (b) any subsidiary of the Company or (c) any variable interest entity controlled by the Company.


“SEEK Designated Director”		means (i) a Director who has been designated by the Board as a “SEEK Designated Director” as at the effective time of these Articles, and (ii) any person designated by the SEEK Shareholder(s) as a Director after the completion of the IPO pursuant to Article 87(f) and appointed as a Director with the assent of the SEEK Shareholder(s) or the assent of the Directors.

“SEEK Shareholder”		means each of (a) SEEK International Investments Pty Ltd., so long as it is a Member and (b) any SEEK Affiliate that is a Member from time to time, during such time when it is a Member.

“Share”		means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

“Shareholder” or “Member”		means a Person who is registered as the holder of Shares in the Register;

“Share Premium Account”		means the share premium account established in accordance with these Articles and the Companies Law;

“signed”		means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

“Special Resolution”		means a special resolution of the Company passed in accordance with the Law, being a resolution: (a) passed by a majority of not less than two-thirds of the votes of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;


“Treasury Share”		means a Share held in the name of the Company as a treasury share in accordance with the Companies Law;

“United States”		means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and

“year”		means calendar year.

2.	In these Articles, save where the context requires otherwise:

(a)

words importing the singular number shall include the plural number and vice versa;

(b)

words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

(c)

the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

(d)

reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;

(e)

reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f)

reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;

(g)

reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another; and

(h)

Sections 8 and 19(3) of the Electronic Transactions Law shall not apply.

3.	Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4.	The business of the Company may be conducted as the Directors see fit.

5.	The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

7.	The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.

SHARES

8.	Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to:

(a)

issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;

(b)

grant rights over existing Shares or issue other securities in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper;

(c)

grant options with respect to Shares and issue warrants or similar instruments with respect thereto, and for such purposes, the Directors shall not allot or issue Shares such that the number of authorised but unissued Shares would at any time be insufficient to permit the exercise of such options, warrants or similar instruments;

(d)

provide, out of the unissued shares, for series of preference shares in their absolute discretion and without approval of the Members; provided, however, before any preference shares of any such series are issued, the Directors shall fix, by resolution or resolutions, the following provisions of the preference shares thereof:

(i)

the designation of such series, the number of preference shares to constitute such series and the subscription price thereof if different from the par value thereof;

(ii)

whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;

(iii)

the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of preference shares; and

(iv)

whether the preference shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption.

The Company shall not issue Shares to bearer.

The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate.

10.

The Company may, insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

11.	The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

12.

Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B ordinary share shall be entitled to four (4) votes on all matters subject to vote at general meetings of the Company.

13.

Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof, and all Class B Ordinary Shares are subject to the Company’s right to redeem or repurchase the Class B Ordinary Shares for the purposes of effecting such conversion. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

14.

Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation, redemption or repurchase by the Company of each relevant Class B Ordinary Share and in consideration for such redemption or repurchase, the issue of a Class A Ordinary Share, or by any other method permitted by Law. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares.

15.

Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder of the Company (a) to any person who is not an Affiliate of such Shareholder, or (b) directly or indirectly, to any Person who is a Competitor, such Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share in the manner set out in these Articles. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares in the manner set out in these Articles.

16.	Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the Class A Ordinary shares and the Class B Ordinary shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

MODIFICATION OF RIGHTS

17.

Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of three-fourths of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons at least holding or representing by proxy one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

18.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them, the creation, allotment or issuance of further Shares (whether ranking in priority to, pari passu or subsequent to them) pursuant to Article 8(d) or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.

CERTIFICATES

19.

Every Person whose name is entered as a Member in the Register shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person and the amount paid up thereon, provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register.

20.	Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

21.	Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

22.

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

23.	In the event that Shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

FRACTIONAL SHARES

24.

The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

25.

The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.

26.

The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.

27.

For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

28.

The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

29.

Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

30.	The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

31.

If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

32.

The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

33.	The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

34.

The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

35.

If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

36.

The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.

37.	If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

38.	A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

39.

A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

40.	A certificate in writing under the hand of a Director of the Company that a Share has been duly forfeited on a date stated in the certificate, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

41.

The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

42.

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

43.

The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.


44.	(a)	The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.

	(b)	The Directors may also decline to register any transfer of any Share unless:

the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

ii.

the instrument of transfer is in respect of only one Class of Shares;

iii.

the instrument of transfer is properly stamped, if required;

iv.

in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four;

the Shares transferred are free of any lien in favour of the Company; and

vi.

a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.

45.

The registration of transfers may, on fourteen calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register of Members closed for more than thirty calendar days in any year.

46.

All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three months after the date on which the transfer was lodged with the Company send to each of the transferor and the transferee notice of the refusal.

TRANSMISSION OF SHARES

47.

The legal personal representative of a deceased sole holder of a Share shall be the only Person recognized by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognized by the Company as having any title to the Share.

48.

Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

49.

A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

REGISTRATION OF EMPOWERING INSTRUMENTS

50.	The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

51.	The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

52.	The Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(b)

convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

(c)

subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d)

cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

53.	The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

54.	Subject to the provisions of the Companies Law and these Articles, the Company may:

(a)

issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Ordinary Resolution;

(b)

purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and

(c)

make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Law, including out of capital.

55.	The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

56.	The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.

57.	The Directors may accept the surrender for no consideration of any fully paid Share.

TREASURY SHARES

58.	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

59.	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

GENERAL MEETINGS

60.	All general meetings other than annual general meetings shall be called extraordinary general meetings.


61.	(a)	The Company may in each year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.

	(b)	At these meetings the report of the Directors (if any) shall be presented.


62.	(a)	The Chairman or a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

	(b)	A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition in aggregate not less than one third (1/3) of the aggregate number of votes attaching to all issued and outstanding Shares of the Company as at that date of the deposit carries the right of voting at general meetings of the Company.

	(c)	The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

	(d)	If the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one calendar days.

	(e)	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

63.

At least fourteen (14) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a)

in the case of an annual general meeting by all the Shareholders (or their proxies) entitled to attend and vote thereat; and

(b)

in the case of an extraordinary general meeting by a majority in number of the Shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent in par value of the Shares giving that right.

64.	The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

65.

No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more holders of Shares together holding (or representing by proxy) not less than an aggregate of one-third of the total voting power of all Shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall be a quorum for all purposes.

66.	If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

67.

If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

68.	The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company.

69.

If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

70.

The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

71.

The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

72.	At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

73.	A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.

74.	All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.

75.	A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF SHAREHOLDERS

76.

Subject to any rights and restrictions for the time being attached to any Share, at a general meeting of the Company, every Shareholder present in person and every Person representing a Shareholder by proxy shall have one vote for each Class A Ordinary Share and four (4) votes for each Class B Ordinary Share of which he or the Person represented by proxy is the holder.

77.	In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

78.

A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy.

79.	No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.

80.	Votes may be given either personally or by proxy.

81.	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.

82.	An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

83.	The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a)

not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b)

in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c)

where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the registered office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

84.

A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

85.

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DEPOSITARY AND CLEARING HOUSES

86.

If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders of the Company provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation.

DIRECTORS


87.	(a)	Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, and there shall be no maximum number of Directors.

	(b)	The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting.

	(c)	Subject to Article 87(f) below, the Company may by Ordinary Resolution appoint any person to be a Director.

	(d)	Subject to Article 87(f) below, the Board may appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board.

	(e)	An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.

	(f)	Until such time as the SEEK Shareholder(s) in the aggregate possess less than fifty percent (50%) of the total voting power of the issued and outstanding voting Shares of the Company (including by holding the power to vote or to direct the vote, directly or indirectly, through any proxy, contract, understanding, arrangement or otherwise), for a period of 180 consecutive days (a “Permanent Ownership Adjustment”), the SEEK Shareholder(s), acting singly or jointly (as the case may be), shall be entitled to appoint or remove any number of Directors (including, in relation to such removals, Directors other than SEEK Designated Directors) so that SEEK Designated Directors constitute a majority of the Board of Directors, by depositing a written notification of appointment or removal at the Registered Office (notwithstanding, in relation to such removals, anything in these Articles or in any agreement between the Company and such Director).

88.

In addition to removal from office by the SEEK Shareholder(s) pursuant to Article 87(f), any Director may be removed from office by Ordinary Resolution of the Company notwithstanding anything in these Articles or in any agreement between the Company and such Director. In addition, at any time prior to a Permanent Ownership Adjustment any SEEK Designated Director may be removed from office by the SEEK Shareholder(s) depositing a written notification of removal at the Registered Office notwithstanding anything in these Articles or in any agreement between the Company and such Director.

89.

The Board may, from time to time, and except as required by applicable law or the listing rules of the recognized stock exchange where the Company’s securities are traded, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

90.	A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings.

91.	The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.

92.

The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.

ALTERNATE DIRECTOR OR PROXY

93.

Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

94.

Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

95.

Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

96.

Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

97.

The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.

98.	The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

99.

The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.

100.	The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

101.

The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.

102.

The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

103.	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

104.

The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

105.

The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

106.

The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

107.	Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

108.	The office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

dies or is found to be or becomes of unsound mind;

(c)

resigns his office by notice in writing to the Company;

(d)

without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated;

(e)

is removed from office by notice in writing served at his last known address signed by not less than a majority in number of the Directors (including himself) then in office; or

(f)

is removed from office pursuant to any other provision of these Articles.

PROCEEDINGS OF DIRECTORS

109.

The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

110.

A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

111.

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

112.

A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.

113.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

114.

Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

115.	The Directors shall cause minutes to be made for the purpose of recording:

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

116.	When the Chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

117.

A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.

118.

The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

119.

Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

120.

A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

121.

All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

122.

A Director of the Company who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS

123.

Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

124.	Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

125.

The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.

126.

Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.

127.

With the sanction of an Ordinary Resolution, the Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.

128.

Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.

129.	If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.

130.	No dividend shall bear interest against the Company.

131.	Any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

132.	The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

133.	The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

134.

The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

135.	The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.

136.	The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

137.

Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

138.

The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

139.	The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

140.	Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution:

(a)

resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b)

appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i)

paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii)

paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c)

make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d)

authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i)

the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii)

the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e)

generally do all acts and things required to give effect to the resolution.

SHARE PREMIUM ACCOUNT

141.	The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

142.

There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

NOTICES

143.

Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or air courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile or by placing the notice on the Company’s Website should the Directors deem it appropriate provided that the Company shall notify the Shareholders of the placement of such notice by airmail or electronic mail. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

144.	Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

145.	Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

146.	Any notice or other document, if served by:

(a)

post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;

(b)

facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c)

recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or

(d)

electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

147.

Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

148.	Notice of every general meeting of the Company shall be given to:

(a)

all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b)

every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

149.

No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

150.	The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

INDEMNITY

151.

Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

152.	No Indemnified Person shall be liable:

(a)

for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or

(b)

for any loss on account of defect of title to any property of the Company; or

(c)

on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d)

for any loss incurred through any bank, broker or other similar Person; or

(e)

for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on such Indemnified Person’s part; or

(f)

for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;

unless the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud.

FINANCIAL YEAR

153.	Unless the Directors otherwise prescribe, the financial year of the Company shall end on June 30th in each year and shall begin on July 1st in each year.

NON-RECOGNITION OF TRUSTS

154.

No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.

WINDING UP

155.

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Law, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

156.

If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

AMENDMENT OF ARTICLES OF ASSOCIATION

157.	Subject to the Companies Law, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

158.

For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case forty calendar days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten (10) calendar days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

159.

In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

160.

If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

161.

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

DISCLOSURE

162.

The Directors, or any service providers (including the officers, the Secretary and the registered office agent of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

EX-4.4 4 d653603dex44.htm EX-4.4 EX-4.4

Exhibit 4.4

SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the “Shareholders Agreement”) is effective as of this day of 2013 by and among Zhaopin Limited, a Cayman Islands exempted company (“Zhaopin” or the “Company”), the persons listed on Schedule 1 hereto (the “Existing Shareholders”), the persons listed on Schedule 2 (collectively the “Investors”), and amends and restates in its entirety the Sixth Amended and Restated Shareholders Agreement dated as of July 9, 2008 by and among the Company and the parties identified therein (the “Existing Agreement”).

The parties believe it is in the best interests of Zhaopin and the other parties hereto to provide to the Investors and the Existing Shareholders the rights specified herein with respect to the Shares held by such parties.

Accordingly, the parties hereto hereby agree as follows:

DEFINITIONS

The following capitalized terms, as used herein, shall have the following respective meanings:

“Act” means the United States Securities Act of 1933, as amended, or any similar federal statute then in effect.

“Affiliate” of any Person shall mean any Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person For purposes of this definition, passive investors in Orchid Asia II, L.P. (“Orchid”) will not be Affiliates of Orchid.

“Articles of Association” means the Ninth Amended and Restated Memorandum of Association (“Memorandum”) and the Ninth Amended arid Restated Articles of Association adopted by the Company as such Articles may be amended from time to time.

“Board” or “Board of Directors” means the board of directors of Zhaopin.

“Company Acquisition” means (i) the sale, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any other member of the Zhaopin Group of all or substantially all the assets of the Company and the other members of the Zhaopin Group, taken as a whole, or (ii) a merger or consolidation in which the Company is a constituent party, except any such merger or consolidation involving the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such merger or consolidation at least a majority, by voting power, of the capital stock of the surviving corporation.

“Conversion Shares” means Ordinary Shares issued or issuable upon conversion of the Preferred Shares.

“Director” means a director on the Board.

“Encumbrance” means any mortgage, lien, hypothecation, charge (whether fixed or floating), bill of sale, caveat, pledge, claim, trust arrangement, preferential right, right of set-off, title retention or other form of encumbrance.

“Existing Plans” means the Company’s 2000 Stock Option Plan, 2004 Stock Option Plan, and 2005 Stock Option Plan, 2008 Stock Option Plan, 2009 Stock Option Plan and 2010 Global Share Plan.

““HKIAC” means the Hong Kong International Arbitration Centre.

“Holders” means the Existing Shareholders, the Investors and each Person who has agreed to be bound or is required to agree to be bound or otherwise becomes bound by the terms of this Shareholders Agreement by virtue of such Person’s ownership in the Company.

“Initial Public Offering” mean the initial public offering pursuant to an effective registration statement under the Act covering the offer and sale of Ordinary Shares for the account of the Company to the public or, if offered outside the United States, on an internationally recognized stock exchange pursuant to an offering memorandum or prospectus required to be prepared and/or filed with the relevant agency or body regulating and/or reviewing such offering.

“Ordinary Shares” means the ordinary shares, par value US$0.01 per share, of the Company as authorized under the Articles of Association.

“Permitted Transferees” means, (a) in the case of any Holder, any individual that is a member of such Holder’s immediate family (i.e., spouses, parents and children), any Person designated by will, a beneficiary under intestate succession, any trust or tax shelter, or any other entity established for the benefit of the Holder or any such member of Holder’s immediate family, (b) in the case of Orchid, any Series C Holder, Series D Holder or Series E Holder, or a Permitted Transferee of Orchid, any Series C Holder, any Series D Holder or any Series E Holder, any Affiliate, limited partner, shareholder or any beneficiary of Orchid, such Series C Holder, Series D Holder or Series E Holder or a Permitted Transferee of Orchid, such Series C Holder, such Series D Holder or such Series E Holder, and but excluding in the case of each of the foregoing clauses (a), (b) and (c) any Person that competes with the Company in the PRC.

“Person” means any individual, corporation, association, partnership, joint venture, trust, estate, or other entity or organization.

“PRC” means the People’s Republic of China.

“Preferred Shares” means the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares, collectively.

“Public Offering” means a public offering by Zhaopin or the Holders of Shares or any securities of Zhaopin that are convertible into or exercisable or exchangeable for Shares pursuant to a registration statement effective under the Act or, if offered outside the United States, pursuant to an offering memorandum or prospectus required to be prepared and/or filed with the relevant agency or body regulating and/or reviewing such offering.

“Secretary” has the meaning set forth in Article 2(a).

“SEEK” means SEEK International Investments Pty Ltd., a company organized under the laws of Australia.

“Series A Preferred Shares” means the series A preferred shares, par value US$0.01 per share, of the Company, as authorized under the Articles of Association.

“Series B Preferred Shares” means the series B preferred shares, par value US$0.01 per share, of the Company, as authorized under the Articles of Association.

“Series C Holder” means each Person holding issued and outstanding Series C Preferred Shares who has agreed to be bound or is required to agree to be bound or otherwise becomes bound by the terms of this Shareholders Agreement by virtue of such Person’s ownership of Series C Preferred Shares.

“Series C Preferred Shares” means the series C preferred shares, par value US$0.01 per share, of the Company, as authorized under the Articles of Association.

“Series D Holder” means each Person holding issued and outstanding Series D Preferred Shares who has agreed to be bound or is required to agree to be bound or otherwise becomes bound by the terms of this Shareholders Agreement by virtue of such Person’s ownership of Series D Preferred Shares.

“Series D Preferred Shares” means the Series D-1 Preferred Shares and Series D-2 Preferred Shares.

“Series D-1 Preferred Shares” means the series D-1 preferred shares, par value US$0.01 per share, of the Company, as authorized under the Articles of Association.

“Series D-2 Preferred Shares” means the series D-2 preferred shares, par value US$0.01 per share, of the Company, as authorized under the Articles of Association.

“Series E Holder” means each Person holding issued and outstanding Series E Preferred Shares who has agreed to be bound or is required to agree to be bound or otherwise becomes bound by the terms of this Shareholders Agreement by virtue of such Person’s ownership of Series E Preferred Shares.

“Series E Preferred Shares” means the series E preferred shares, par value US$0.01 per share, of the Company, as authorized under the Articles of Association.

“Shares” means any or all of the Ordinary Shares and Preferred Shares issued and outstanding from time to time.

“Transfer” or “Transferred” means any sale, assignment, transfer, pledge, hypothecation or other disposition of any nature whatsoever, whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, of any legal or beneficial interests in Shares.

“Zhaopin Group” means the Company and all of its subsidiaries and other controlled entities whether controlled directly or indirectly.

ARTICLE 1. BOARD OF DIRECTORS

(a) Unless altered in accordance with the Articles of Association the Board of Directors will consist of three (3) persons, elected or appointed, as the case may be in accordance with the Articles of Association.

ARTICLE 2. INFORMATION RIGHTS.

(a) Financial Statements and Related Information. For so long as an Investor holds at least 20% of or more of the Company’s issued and outstanding capital stock (calculated on an as converted to ordinary shares basis), Zhaopin shall furnish or cause to be furnished to such Investor:

(i)

as soon as available, but in any event no later than 90 days after the end of each fiscal year, a consolidated balance sheet for the Zhaopin Group as at the end of such fiscal year, and the related statements of income, shareholders’ equity and changes in cash flows for such fiscal year, prepared in accordance with US GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and certified by the Company’s independent certified public accountant (the “Auditor”);

(ii)

each fiscal quarter, a consolidated balance sheet for the Zhaopin Group and the related statements of income, shareholders’ equity and changes in cash flows for such quarter and for the portion of the fiscal year then ended, as soon as available, but in any event no later than 30 days after the end of such quarter prepared in accordance with US GAAP (except for the absence of year-end adjustments) and setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified, subject to changes resulting from year-end adjustments and notes, by the principal financial officer of Zhaopin;

(iii)

no later than 14 days after the end of each month, management accounts for each such month; and

(iv)

no later than 30 days prior to the start of each fiscal year, the operating budget and fiscal projections for the Zhaopin Group for such fiscal year.

The information rights set forth in this Section 2(a) shall terminate upon the earlier to occur of the following (i) the consummation of an Initial Public Offering or (ii) such time as the Company shall be required to file reports with the Commission pursuant to Section 13 and 15 of the United States Securities Exchange Act of 1934, as amended.

(b) Inspection. The Company shall permit each Investor who holds at least 20% or more of the Company’s issued and outstanding capital stock (calculated on an as converted to ordinary shares basis), at such Investor’s expense, to visit and inspect the properties of the Company and each other member of the Zhaopin Group, to examine their respective books of account and records and to discuss their respective affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2(b) to provide access to any information unless and until the Investor shall have executed a confidentiality agreement in a form reasonably acceptable to the Company. The Company shall take all actions necessary to cause each of the members of the Zhaopin Group to effect the inspections contemplated hereof.

The inspection rights set forth in this Section 2(b) shall terminate upon the earlier to occur of the following (i) the consummation of an Initial Public Offering or (ii) such time as the Company shall be required to file reports with the Commission pursuant to Section 13 and 15 of the United States Securities Exchange Act of 1934, as amended.

ARTICLE 3. RESTRICTIONS ON TRANSFER, MARKET STAND OFF AGREEMENT.

(a) Notwithstanding any other provision of this Shareholders Agreement no Holder shall effect a Transfer to any Person, unless that transferee simultaneously with such transfer executes a deed in favour of all parties to this Shareholders Agreement pursuant to which such transferee agrees to be bound by all the provisions of this Shareholders Agreement.

(b) Excluded Transactions. Anything to the contrary herein notwithstanding, the provisions of Article 3(a) hereof shall not apply to (i) a Transfer by a Holder to a Permitted Transferee; provided, however, that such Transfer complies with all applicable laws and regulations and any Permitted Transferee, simultaneously with such Transfer, executes a counterpart of this Shareholders Agreement pursuant to which such Person agrees to be bound by all of the provisions of this Shareholders Agreement, (ii) Transfers pursuant to an Initial Public Offering, or (iii) any Transfer to the Company provided that such Transfer has been approved by the Board. The provisions of Article 3(a) hereof shall terminate upon an Initial Public Offering.

(c) “Market Stand-Off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing provisions of this Article 3(c) shall apply only to the Company’s Initial Public Offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement for the Initial Public Offering, and shall only be applicable to the Holders if all executive officers, directors and greater than one percent (1%) shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Public Offering are intended third party beneficiaries of this Article 3(c) and shall have the right, power and authority to enforce the provisions of this Article 3(c) as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.)

ARTICLE 4. DRAG ALONG RIGHTS

(a) if a Holder holding 60% or more of the issued and outstanding Shares (calculated on an as converted to ordinary shares basis) (“Majority Seller”) decides to Transfer all of their Shares to a third party (a “Major Transaction”) then the Majority Seller may by providing a notice (a “Drag Along Notice”) to the other Holders, (the “Drag Holders”) require the Drag Holders to transfer all of their Shares or otherwise participate in the Major Transaction on the same terms and conditions as the Majority Seller.

(b) If a Drag Along Notice is provided by the Majority Seller, the Drag Holders must

(i)

take all such actions as may be requested by the Majority Seller in connection with completing the Major Transaction;

(ii)

pass all such shareholders resolutions and vote in favour of and otherwise consent to the Major Transaction or the process pursuant to which the Major Transaction is arranged as may be required to effect the Major Transaction;

(iii)

execute and deliver such documents as may be reasonably requested by the Majority Seller in connection with the Major Transaction, including, without limitation, written consents of shareholders, escrow agreements, proxies, letters of transmittal, sale and purchase agreements, prospectus consents and powers of attorney, and

(iv)

on completion of the Major Transaction, in return for the payment, transfer or issue of the consideration under the Major Transaction transfer their Shares free from any Encumbrances and deliver to the nominated purchaser all share certificates as required by the Major Transaction and on the same terms and conditions as the Majority Seller.

(c) If any Drag Holder defaults in transferring its Shares in accordance with ARTICLE 4. (b) each of the Directors is irrevocably appointed as the joint and several attorney of that Drag Holder to execute all documents, receive all money and do all other things on the Drag Holder’s behalf to effect compliance of its obligations, and the Drag Holder ratifies and confirms all such actions.

ARTICLE 5. RESTRICTIVE LEGENDS

Each Holder agrees that the legends in substantially the following forms shall be placed on the certificates representing any Shares held by such Holder (other than Shares that have previously been sold in a Public Offering or pursuant to Rule 144 under the Act (or any similar provision then applicable)):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN AN AGREEMENT BETWEEN THE ISSUER AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR THAT THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

(a) Representations and Warranties. Each Permitted Transferee and each other Holder hereby represents, as of the date hereof or, if different, as of the date of such Person’s execution of a counterpart of this Shareholders Agreement, as follows:

(i)

if such Person is an entity, that it is duly incorporated or formed, validly existing and in good standing in its jurisdiction of incorporation or formation, with full power to enter into this Shareholders Agreement and perform its obligations hereunder;

(ii)

such Holder has duly authorized, validly executed and delivered this Shareholders Agreement, and this Shareholders Agreement is valid, binding and enforceable against such Holder in accordance with its terms; except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (b) the effect of rules of law governing the availability of specific performance, injunctive relief, or other equitable remedies, and the execution, delivery and performance of this Shareholders Agreement will not (x) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions, or conditions of any material agreement or instrument to which such Holder is a party or by which it or its assets may be bound, or (y) constitute a violation of any material applicable law, rule or regulation, or of any judgment, order, injunction, award or decree of any court, administrative agency or other governmental authority applicable to such Holder.

(b) Representations and Warranties of Zhaopin. Zhaopin hereby represents and warrants, as of the date hereof, as follows:

(i)

that it is duly incorporated, validly existing and in good standing in its jurisdiction of incorporation, with full power to enter into this Shareholders Agreement and to perform its obligations hereunder;

(ii)

it has duly and validly executed and delivered this Shareholders Agreement, and this Shareholders Agreement is valid, binding and enforceable against it in accordance with its terms; except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (b) the effect of rules of law governing the availability of specific performance, injunctive relief, or other equitable remedies, and (c) other equitable remedies and limitations of public policy as applied to the indemnification provisions set forth in Article 8.8 of this Shareholders Agreement; and

(iii)

the execution, delivery and performance of this Shareholders Agreement will not (x) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions or conditions of any agreement or instrument to which it is a party or by which it or its assets may be bound, or (y) constitute a violation of any applicable law, rule or regulation, or of any judgment, order, injunction, award or decree of any court, administrative agency or other governmental authority applicable to it.

ARTICLE 7. GENERAL

(b) Best Efforts; Further Assurances. Except as otherwise specifically provided herein, each party will use its best efforts to perform and fulfill all obligations on its part to be performed and fulfilled under this Shareholders Agreement to the end that the transactions contemplated by this Shareholders Agreement shall be effected substantially in accordance with its terms as soon as reasonably practicable. The parties shall cooperate with each other in such actions. Each party shall deliver such further documents and take such other actions as may be necessary or appropriate to consummate or implement the transactions contemplated hereby or to evidence such events or matters; provided that this Article 6(b) shall not require any Holder disproportionately to incur any material expense.

(i)

This Shareholders Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such jurisdiction and without regard to conflicts of law doctrines except to the extent that matters specified herein are to be governed by federal law of the United States or are governed by the law of the jurisdiction of organization of the respective parties.

(ii)

Any dispute, controversy or claim arising out of, relating to, or concerning this Agreement, or the interpretation, performance, breach, termination or validity of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the time of arbitration. However, if such rules are in conflict with the provisions of this Section 6(c), including provisions concerning the appointment of arbitrators, the provisions of this Section 6(c) shall apply. The arbitration proceedings shall be conducted in English and administered under the auspices of the HKIAC. There shall be a single arbitrator agreed upon by the parties or, if the parties are unable to agree within thirty days, appointed by the HKIAC.

(iii)

Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of Hong Kong and the HKIAC in any such arbitration. Notwithstanding the foregoing, any party to a dispute under this Agreement shall be entitled to seek injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

(iv)

Each party shall cooperate with any of the parties to the dispute in making full disclosure of and providing complete access to all information and documents requested by any parties to the dispute in connection with such arbitration proceedings, subject only to confidentiality obligations binding on such party.

(v)

The award of the arbitrator(s) shall be final, conclusive and binding on the parties to the arbitration. The prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(vi)

The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

(d) No Assignment. Except as expressly stated in this Shareholders Agreement and as set forth in Article 6(f) hereof, neither this Shareholders Agreement nor any rights or obligations under it are assignable.

(e) Entire Agreement. This Shareholders Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein, and there are no restrictions, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein or therein. This Shareholders Agreement supersede all prior agreements and understandings between the parties hereto with respect to the subject matter hereof. In the event of any conflict between the terms of this Shareholders Agreement and the Articles of Association, the terms of this Shareholders Agreement shall control and govern.

(f) Obligations of Transferees. If a Holder Transfers any interest in Shares to any Person other than pursuant to a Public Offering, it shall be a condition to such Transfer that such transferee agree in writing to be bound as a Holder by all of the terms and provisions of this Shareholders Agreement; provided that any such transferee shall automatically be so bound by the terms hereof, whether or not such transferee shall have so agreed in writing.

(g) Termination. Subject to the provisions set forth in Article 8 hereof, unless an Article of this Shareholders Agreement specifies a different time of termination, the provisions of this Shareholders Agreement shall terminate in their entirety on the earlier to occur of (i) the tenth (10th) anniversary hereof, or (ii) the completion of an Initial Public Offering of the Company’s shares.

(h) Recapitalization, etc. In the event that any stock or other securities are issued in respect of, in exchange for, or in substitution of, any Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Shares or any other change in Zhaopin’s capital structure, appropriate adjustments shall be made in the percentages specified herein so as to fairly and equitably preserve the original rights and obligations of the parties hereto under this Shareholders Agreement.

(i) Headings. The descriptive headings of the Articles of this Shareholders Agreement are for convenience only and do not constitute a part of this Shareholders Agreement.

(j) Counterparts. This Shareholders Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each party and delivered to the other parties. This Shareholders Agreement may be executed in facsimile copy with the same binding effect as an original.

(k) Parties in Interest. This Shareholders Agreement shall be binding upon and inure to the benefit of each party, and nothing in this Shareholders Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Shareholders Agreement. Nothing in this Shareholders Agreement is intended to relieve or discharge the obligation of any third person to any party to this Shareholders Agreement.

(l) Notices. Any notice or other communication hereunder must be given in writing and (a) delivered in person, (b) transmitted by telex, telefax, e-mail or other electronic means provided that any notice so given is also mailed as provided in clause (c), or (c) delivered by air courier, (i) if to an Existing Shareholder or an Investor, at the addresses set forth on Schedules 1 and 2 hereto, (ii) if to any Holder (other than an Existing Shareholder or Investor) to such address as such Holder shall designate in writing to the other Holders and Zhaopin and (iii) if to Zhaopin as follows:

Zhaopin Ltd.

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House, Grand Cayman

KY1-1104, Cayman Islands

With a copy to:

Huitong Office Park, Building A4

71 Jianguo Road

Chaoyang District

Beijing 100025

China

Facsimile: (86-10) 5863-5864

Attention: Chief Executive Officer

or to such other address or to such other person as either party shall have last designated by such notice to the other party. Each such notice or other communication shall be deemed received and effective (i) if given by telex, telefax, e-mail or other electronic means, when transmitted to the applicable number and an appropriate answerback or confirmation of receipt is received, (ii) if given by air courier, the second business day after the date of dispatch (iii) if given by any other means, when actually received at such address.

(m) Remedies. Except to the extent this Article 9(m) is inconsistent with any other provision in this Shareholders Agreement or applicable law, all rights and remedies existing under this Shareholders Agreement and any related agreements or documents are cumulative to and not exclusive of, any rights or remedies otherwise available. No failure on the part of any party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

(n) Attorney Fees. in the event of any action for the breach of this Shareholders Agreement or misrepresentation by any party, the prevailing party shall be entitled to reasonable attorney’s fees, costs and expenses incurred in connection with such action.

(o) Specific Performance. Each party hereto acknowledges that, in view of the transactions contemplated by this Shareholders Agreement, each party would not have an adequate remedy at law for money damages in the event that this Shareholders Agreement has not been performed in accordance with its terms, and therefore agrees that the non-breaching parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which such non-breaching parties may be entitled at law or in equity.

(p) Severability. If any provision of this Shareholders Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Shareholders Agreement shall remain in full force and effect provided that the essential terms and conditions of this Shareholders Agreement for all parties remain valid, binding and enforceable. In the event of any such determination, the parties agree to negotiate in good faith to modify this Shareholders Agreement to fulfill as closely as possible the original intents and purposes hereof.

(q) Restatement of Existing Agreement. The parties to this Shareholders Agreement, on behalf of all parties to the Existing Agreement, hereby agree that this Shareholders Agreement shall amend, restate, and supersede the Existing Agreement in all respects.

(r) Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any Holder, upon any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Holder’s part of any breach, default or noncompliance under the Agreement or any waiver on such Holder’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not alternative.

IN WITNESS WHEREOF, each of the parties hereto has caused this Shareholders Agreement to be executed by its duly authorized officers (if applicable) as of the day and year first above written.


COMPANY

ZHAOPIN LIMITED

By:		/s/ Jason Lenga

Name:		Jason Lenga

Title:		Director

SIGNATURE PAGE

SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

EXECUTED as a Deed

Signed for and on behalf of Seek International Investments Pty Ltd:


/s/ Jason Lenga
(Signature)

Jason Lenga - Director
(Name and Title of Authorised Signatory)

Date:		11 February 2013

Signed for and on behalf of Macquarie Zhaopin Holdings Limited by:


/s/ Dan Chen
(Signature)

Dan Chen – Managing Director
(Name and Title of Authorised Signatory)

/s/ Andrew Chan
(Signature)

Andrew Chan – Senior Vice President
(Name and Title of Authorised Signatory)

Date:		8 February 2013

Signed by Hao Liu in the presence of:


/s/ Hao Liu
(Signature - Hau Liu)

/s/ Wei Zhan
(Name and Signature of Witness)

Date:		8 February 2013

Signed for and on behalf of Gather Full International Group Limited by


/s/ Hao Liu
(Signature)

Hao Liu - Director
(Name and Title of Authorised Signatory)

Date:		8 February 2013

Schedule 1

Existing Shareholders

Mark Baldwin

B-H-2F, Tower B, East Gate Plaza

29 Dongzhong Street

Dongcheng District

Beijing 100027 China

Facsimile: (86-10) 6418-1649

Yong Zhang

B-H-2F, Tower B, East Gate Plaza

29 Dongzhong Street

Dongcheng District

Beijing 100027 China

Facsimile: (86-10) 6418-1649

Michael Steven Chiu

B-H-2F, Tower B, East Gate Plaza

29 Dongzhong Street

Dongcheng District

Beijing 100027 China

Facsimile: (86-10) 6418-1649

Matthew Estes

4F East Gate Plaza

9 Dong Zhong St, Dong Cheng District

Beijing 100027 China

Facsimile: +86 (10) 6418 5588

Christopher Mumford

4F East Gate Plaza

9 Dong Zhong St, Dong Cheng District

Beijing 100027 China

Facsimile: +86 (10) 6418 5588

Tarquin Ltd.

609 Calle del Cerrito

San Clemente, CA 97672

Ram L. Dhawan

97-37 63 Road, Suite 8H, Rego Park, NY 11374

Dimitri Boylan

P.O. Box 1026, Remsenburg

NY, NY 11960

SEEK International Investments Pty Ltd.

Level 6, 541 St Kilda Road,

St. Kilda, Melbourne, Victoria

Australia, 3004

Fax No. : +61-3-9510-7244

Attn: Mr. Jason Lenga

Schedule 2

Investors


Investor		Address

SEEK International Investments Pty Ltd		Level 6, 541 St Kilda Road, St. KildaMelbourne, Victoria Australia, 3004 Fax : +61-3-9510-7244

Macquarie Zhaopin Holdings Limited		c/o Macquarie Capital Advisers — Legal 1 Martin Place Sydney 2000, NSW Australia

EX-5.1 5 d653603dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

Our ref SMC/653331-000001/23555895v6

Zhaopin Limited

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

[*]

Dear Sirs

Zhaopin Limited

We have acted as Cayman Islands counsel to Zhaopin Limited (the “Company”) in connection with the Company’s registration statement (the “Registration Statement”) on Form F-1, including all amendments or supplements thereto (the “Form F-1”), filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended, (the “Act”) in respect of the proposed initial offering of the Company’s American Depositary Shares representing Class A ordinary shares, par value US$0.01 per share, in the capital of the Company (the “Shares”). Such public offering is being underwritten pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company and the underwriters named therein. This opinion is given in accordance with the terms of the Legal Matters section of the Form F-1.

1	Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1

The Certificate of Incorporation and Memorandum and Articles of Association of the Company as adopted by special resolution dated 8 February 2013 and effective 19 February 2013 (the “Current Articles”), and the Memorandum and Articles of Association of the Company adopted by Special Resolution passed on [*] 2014 and effective immediately prior to commencement of the trading of the Company’s American Depositary Shares representing its Class A Ordinary Shares on the New York Stock Exchange (the “Post-IPO Articles”).

1.2	The minutes of the meeting of the board of directors of the Company held on [] 2014 (the “Minutes*”) and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.3	The minutes of the extraordinary general meeting of the Company held on [] 2014 (the “Shareholder Minutes”), including a resolution to re-designate the authorised (and issued) share capital of the Company in the manner therein described (the “Re-Designation Resolution*”).

1.4	A Certificate of Good Standing issued by the Registrar of Companies (the “Certificate of Good Standing”).

1.5	A certificate from a Director of the Company a copy of which is annexed hereto (the “Director’s Certificate”).

1.6	The Form F-1.

2	Assumptions

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1	Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.2	All signatures, initials and seals are genuine.

2.3	There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Underwriting Agreement or and the Registration Statement.

3	Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1	The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.

3.2

The issue of the Shares to be issued by the Company has been authorised, and when issued and paid for in the manner described in the Underwriting Agreement and the Registration Statement and in accordance with the resolutions adopted by the board of directors of the Company and when appropriate entries have been made in the Register of Members of the Company, such Shares will be legally issued, fully paid and non-assessable.

3.3

The authorised share capital of the Company is US$2,783,144.97 divided into 159,051,299 Ordinary Shares with a par value of US$0.01 each and 119,263,199 Preferred Shares with a par value of US$0.01 each, consisting of 12,604,286 Series A Preferred Shares of a par value of US$0.01 each, 4,013,203 Series B Preferred Shares of a par value of US$0. 01 each, 15,722,878 Series C Preferred Shares of a par value of US$0.01 each, 19,426,718 Series D-1 Preferred Shares of a par value of US$0.01 each, 4,687,500 Series D-2 Preferred Shares of a par value of US$0.01 each and 62,808,613 Series E Preferred Shares of a par value of US$0.01 each.

3.4

Upon the Post-IPO Articles and the Re-Designation Resolution becoming effective, the authorised share capital of the Company will be US$20,000,000 divided into 2,000,000,000 shares comprising of (i) 1,000,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (ii) 100,000,000 Class B Ordinary Shares of a par value of US$0.01 each, and (iii) 900,000,000 shares of a par value of US$0.01 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with Article 9 of the Post-IPO Articles.

3.5	The statements under the caption “Taxation” in the Form F-1, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements, to the extent they are statements of legal conclusions, constitute our opinion.

Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands, but if this were to occur in respect of the Company’s Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Form F-1 and to the reference to our firm under the heading “Legal Matters” in the prospectus included in the Form F-1. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

Maples and Calder

EX-8.1 6 d653603dex81.htm EX-8.1 EX-8.1

Exhibit 8.1

[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

May 5, 2014

Zhaopin Limited

6/F, Fosun International Centre

237 Chaoyang North Road

Chaoyang District, Beijing 100020

People’s Republic of China

Re:

American Depositary Shares of Zhaopin Limited (the “Company”)

Ladies and Gentlemen:

You have requested our opinion concerning the statements in the Registration Statement (as described below) under the caption “Taxation—Material United States Federal Income Tax Considerations” in connection with the public offering on the date hereof of certain American Depositary Shares (“ADSs”), each of which represents ordinary shares, par value $0.01 per share, of the Company pursuant to the registration statement on Form F-1 under the Securities Act of 1933, as amended (the “Act”), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 5, 2014 (the “Registration Statement”).

This opinion is being furnished to you pursuant to section 8.1 of Exhibit Index of the Registration Statement.

In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following:

(a)

the Registration Statement; and

(b)

such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.

Our opinion is conditioned on the initial and continuing accuracy of the facts, information and analyses set forth in such documents, certificates and records (as identified in clauses (a) and (b) of the immediately preceding paragraph), other than the discussion contained in the Registration Statement under the caption “Taxation—Material United States Federal Income Tax Considerations.” All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.

Zhaopin Limited

May 5, 2014

Page 2

For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic, or photostatic copies, and the authenticity of the originals of such latter documents. We have relied on a representation of the Company that such documents, certificates, and records are duly authorized, valid and enforceable.

In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.

Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, judicial decisions, published positions of the U.S. Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the U.S. Internal Revenue Service or, if challenged, by a court.

Based upon and subject to the foregoing, we are of the opinion that, under current U.S. federal income tax law, although the discussion set forth in the Registration Statement under the heading “Material United States Federal Income Tax Considerations” does not purport to summarize all possible U.S. federal income tax considerations of the purchase, ownership and disposition of ADSs to U.S. Holders (as defined therein), such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences of the purchase, ownership and disposition of the ADSs that are anticipated to be material to U.S. Holders who purchase the ADSs pursuant to the Registration Statement and, subject to the qualifications set forth in such discussion and, to the extent that it sets forth specific legal conclusions under United States federal income tax law, except as otherwise provided therein, it represents our opinion.

Except as set forth above, we express no other opinion. This opinion is furnished to you in connection with the closing occurring today of the sale of the securities. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof.

Zhaopin Limited

May 5, 2014

Page 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

EX-8.3 7 d653603dex83.htm EX-8.3 EX-8.3

Exhibit 8.3

LOGO

Commerce & Finance Law Offices

6F NCI Tower, A12 Jianguomenwai Avenue,

Chaoyang District, Beijing, PRC; Postcode: 100022

Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839

E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn

May 5, 2014

Zhaopin Limited

6/F, Fosun International Centre

237 Chaoyang North Road

Chaoyang District, Beijing 100020

The People’s Republic of China

Dear Sirs:

We are qualified lawyers of the People’s Republic of China (the “PRC” which, for the purposes of this opinion, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and are qualified to issue an opinion on the laws and regulations of the PRC.

We have acted as PRC counsel for Zhaopin Limited (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with (i) the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), originally filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, on May 5, 2014, relating to the initial public offering by the Company of American Depositary Shares (“ADSs”), representing ordinary shares, par value US$0.01 per share, of the Company, and (ii) the Company’s proposed listing of the ADSs on the New York Stock Exchange.

We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement and that the Registration Statement and other documents will be executed by the parties in the forms provided to and reviewed by us. We have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we are of the opinion that:

Under the PRC Enterprise Income Tax Law and the Implementation Regulations of the PRC Enterprise Income Tax Law (collectively, “the EIT Law”) which took effect on January 1, 2008, an enterprise established outside of the PRC with its “de facto management body” within the PRC may be deemed by the PRC tax authorities to be a “resident enterprise” and subject to PRC enterprise income tax at a rate of 25% in respect of income sourced from both within and outside the PRC. If the relevant tax authorities determine, in accordance with the EIT Law and other applicable tax rules and regulations, that the actual management organ of the Company is within the territory of China, the Company may be deemed to be a resident enterprise for the purpose of the EIT Law and be subject to enterprise income tax at the rate of 25% on its income sourced from both within and outside China. As confirmed by the Company, up to the date of this opinion, it has not been notified or informed by the PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law.

Pursuant to the Circular on Strengthening the Administration of Enterprise Income Tax on Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation on December 10, 2009 and notices issued by the State Administration of Taxation on March 28, 2011 and on December 12, 2013 respectively, where a non-PRC resident enterprise indirectly transfers the equity interests of a PRC resident enterprise by disposing of the equity interests of an overseas holding company (such transfer, an “Indirect Transfer”) and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-PRC resident enterprise shall report this Indirect Transfer to the competent tax authority in the PRC.

The statements set forth in the Registration Statement under the caption “Taxation”, insofar as they purport to constitute summaries of the EIT Law and Circular 698, constitute accurate summaries of the matters described therein in all material respects and such statements, to the extent they are statements of legal conclusions, constitute our opinion.

We do not express any opinion herein concerning any law or circular other than the EIT Law and Circular 698.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the reference to our firm under the headings “Taxation” in the Registration Statement.

Sincerely,

/s/ Commerce & Finance Law Offices

Commerce & Finance Law Offices

EX-10.1 8 d653603dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

ZHAOPIN, LTD.

2004 STOCK OPTION PLAN

ARTICLE 1. PURPOSE

The purposes of this 2004 Stock Option Plan (the “2004 Plan”) are to (a) ensure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) attract and retain the best available personnel for positions of substantial responsibility; and (c) to provide incentive to all such personnel and employees to devote their greatest efforts and skill to promote the success and advancement of the Company’s business, by permitting them to participate in the growth and increased value of the Company.

Due to current regulatory restrictions in the PRC that affect the holding of foreign securities by PRC nationals, this 2004 Plan provides that Optionees will have the ability to benefit economically from the Plan even if they are not allowed to own the underlying securities.

ARTICLE 2. DEFINITIONS

As used herein, the following definitions shall apply:

“Board” shall mean the Board of Directors of the Company.

“Change Of Control Event” means a merger, consolidation, tender offer, takeover bid, or sale of assets.

“China” and “PRC” means the People’s Republic of China.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission.

“Company” and “Zhaopin” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of Zhaopin.com, Ltd., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Zhaopin, Ltd., as defined in Section 424(e) of the Code.

“Continuous Status as an Employee” shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

“Director” means a member of the Board.

“Employee” shall mean any person, including officers and Managers, employed by the Company or any subsidiary of the Company. The payment of a Director’s fee by the Company shall not be sufficient to constitute “employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Managers” means the CEO and designated senior managers of Zhaopin.com.

“Option” shall mean a stock option issued by the Company by the Company to purchase shares of stock of the Company that meets the definition of “incentive stock option” contained in Section 422 of the Internal Revenue Code of 1986, as amended, and that is issued by the Company to be an Incentive Stock Option. “Stock Options” is the plural of Stock Option. The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such.

“Optionee” shall mean an Employee, or Manager who receives an Option.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, limited liability companies, trusts, banks and other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

“Plan” shall mean this 2004 stock Option Plan.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute.

“Shares” means shall mean the Shares of the Company reserved for issuance under this Plan.

“Stock Appreciation Rights Plan” or “SAR” shall mean that plan established by the Company to provide Plan equivalent economic benefits to the Optionee in the event that relevant laws and regulations adversely affect the operation of the Plan.

“Stock Option” means an agreement entered into by the Company granting the recipient the right to purchase shares of stock of the Company, at certain times, and under certain conditions, subject to certain obligations and responsibilities as defined in this Plan and in the written Stock Option Agreement. “Stock Options” is the plural of Stock Option.

“Stock Option Agreement” means the written contract by which a Stock Option is granted by the Company to an Optionee. “Stock Option Agreements” is the plural of Stock Option Agreement.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

ARTICLE 3. ADMINISTRATION

This Plan shall be administered by the Board of Directors (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. All decisions by the Board shall be final and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

The Board shall adopt by resolution such rules and regulations as may be required to carry out the purposes of this Plan and shall have authority to do everything necessary or appropriate to administer this Plan. All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees.

To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board.

To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, PROVIDED THAT the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participant pursuant to Awards granted by such executive officers.

With respect to Options granted to a member of the Board, the Board shall take action by a vote sufficient without counting the vote of such member of the Board, although such person(s) may be counted in determining the presence of a quorum at a meeting of the Board that authorizes the granting of Options to such person(s).

ARTICLE 4. ELIGIBILITY

Options may be granted only to Employees and Managers who render services to the Company. This Plan shall not confer upon any Optionee any right to continue as an Employee of the Company, nor shall it interfere in any way with his right or the Company’s right to terminate his employment or relationship as an Employee at any time, with or without cause. The determination as to whether an Employee is eligible to receive Options hereunder shall be made by the Board in its sole discretion, and the decision of the Board shall be binding and final.

ARTICLE 5. SHARES AVAILABLE FOR AWARDS

The maximum aggregate number of Ordinary Shares which may be subject to options under this Plan is five million (5,000,000) Shares of authorized but unissued Ordinary Shares of the Company that shall be set aside as stock options (the “Stock Options”).

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

In the event that Stock Options to be granted under this Plan shall terminate or expire without being exercised, in whole or in part, the Shares subject to such unexercised Options may again be optioned and sold under this Plan.

ARTICLE 6. TERM OF THIS PLAN

This Plan shall be adopted on October 14, 2004 and shall become effective upon ratification by the Board. This Plan shall continue in effect until the [tenth] anniversary of such date, unless terminated earlier.

ARTICLE 7. EXERCISE PRICE AND CONSIDERATION

The exercise price for Ordinary Shares purchased pursuant to a Stock Option shall be set by the Board as granted.

The consideration to be paid for the Stocks to be issued upon exercise of Options, including the method of payment, shall be determined by the Board and may consist entirely of cash, check, other Stocks having a fair market value (as determined by the Board of Directors) on the date of surrender equal to the aggregate exercise price of the Stocks as to which said Option shall be exercised, or any combination of such methods of payment, or such other legal consideration that may be acceptable to the Board.

ARTICLE 8. EXERCISE OF OPTIONS

Vesting of Options. Options to be granted hereunder shall vest over a four-year period commencing on the date of grant, at twenty-five percent (25%) on the first anniversary of the effective date of the respective Stock Option Agreement and thereafter at twenty-five percent (25%) on each subsequent anniversary, unless otherwise provided in each specific Stock Option Agreement described in Article 11 hereof.

Exercisability of Options. Any Options to be granted hereunder shall be exercisable at any time upon vesting; provided, however, that in the event of a Change of Control event, all outstanding Stock Options will become fully vested and exercisable at the exercise price then applicable to Stock Options.

Procedure for Exercise. Subject to Section 8(b), Options may be exercised at any time after vesting. Options may not be exercised for a fraction of a Share. Options shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Options by the person entitled to exercise the Options and full payment for the Shares with respect to which the Options are exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 7(b) of this Plan.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

Delivery of Shares Upon Exercise of Options. Upon the exercise of Options pursuant to this Plan and payment of the exercise price to the Company, the Company shall issue one or more stock certificates representing the number of Stocks subject to the Options so exercised and deliver such stock certificate(s) to the exercising Optionee.

Termination of Options. All installments of the Options shall expire and terminate on such date(s) as the Board shall determine in each individual Share Option Agreement, but in no event later than ten (10) years from the date Options are granted under this Plan (the “Option Termination Date”).

Termination of Status as an Employee. In the event of termination of an Optionee’s Continuous Status as an Employee, such Optionee may, but only within thirty (30) days (or such other period of time, not exceeding six (6) months, if specifically provided by the Board) after the date of such termination (but in no event later than the date of expiration of the term of such Options as set forth in the Stock Option Agreement), exercise the Optionee’s Options to the extent that the Optionee was entitled to exercise them at the date of such termination. To the extent that the Optionee was not entitled to exercise the Options at the date of such termination, or if the Optionee does not exercise such Options (which the Optionee was entitled to exercise) within the time specified herein or in the Stock Option Agreement, the Options shall terminate; provided that Options that vest upon or after termination of employment, pursuant to the terms of the Employment Agreements, shall be exercisable until the earlier of the Option Termination Date or five (5) years and thirty (30) days from the date of vesting (without regard to any period of administrative leave).

Disability of Optionee. Notwithstanding the provisions of Section 8(f) above, in the event of termination of an Optionee’s Continuous Status as an Employee as a result of the Optionee’s total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may, at any time within twelve (12) months from the date of such termination (but in no event later than the date of expiration of the term of such Option as set forth in the Stock Option Agreement), exercise the Options to the extent the Optionee was entitled to exercise them at the date of such termination. To the extent that the Optionee was not entitled to exercise the Options at the date of termination, or if the Optionee does not exercise such Options (which the Optionee was entitled to exercise) within the time specified herein or in the Stock Option Agreement, the Options shall terminate.

Death of Optionee. Notwithstanding the provisions of Section 8(f) above, in the event of termination of an Optionee’s Continuous Status as an Employee as a result of the Optionee’s death, the Options may be exercised, at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of such Options as set forth in the Stock Option Agreement), by the Optionee’s estate or by a person who acquired the right to exercise the Options by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee twelve (12) months after the date of death.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

Extensions. Notwithstanding the provisions covering the exercisability of Options following termination of employment, as described in Sections 8(f) through (h), the Board may, in its sole discretion, with the consent of the Optionee or the Optionee’s estate (in the case of the death of Optionee), extend the period of time during which the Options shall remain exercisable, provided that in no event shall such extension go beyond the Option Termination Date.

Option Exercise Alternatives. If the Optionee is a PRC National and PRC laws or regulations significantly restrict the ability of Optionee to exercise Options or to enjoy the benefits of the Options, such Optionee may, in accordance with Article 8(c), notify the Company that he wishes to exercise the Options and that there are restrictions on such exercise under PRC law. The Company will then transfer the relevant options into the Zhaopin.com SAR Plan.

Foreign Employees. Without amending this Plan, the Board may grant Stock Options to eligible Employees who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Board be necessary or desirable to foster and promote achievement of the purposes of this Plan, and, in furtherance of such purposes the Board may make such modifications, amendments, procedures, subplans, and the like as may be necessary or advisable to comply with the provisions of the laws in other countries in which the Company operates or has Employees.

ARTICLE 9. RESTRICTIONS ON GRANTS OF OPTIONS AND ISSUANCE OF STOCKS

Regulatory Approvals. No Stocks shall be issued or delivered upon exercise of Options unless and until there shall have been compliance with all applicable requirements of the Securities Act, and any other requirement of law or of any regulatory body having jurisdiction over such issuance and delivery or that may affect the Company’s business. The inability of the Company to obtain any required permits, authorizations, or approvals necessary for the lawful issuance and sale of any Stocks hereunder on terms deemed reasonable by the Board shall relieve the Company and the Board of any liability in respect of the non-issuance or sale of such Stocks as to which such requisite permits, authorizations, or approvals shall not have been obtained.

Representations and Warranties. As a condition to the granting or exercise of any Options, the Board may require the person receiving or exercising such Options to make any representation and/or warranty to the Company as may be reasonably required (or deemed reasonably appropriate by the Board, in its reasonable discretion) under any applicable law or regulation, including but not limited to a representation that the Options and/or Stocks are being acquired only for investment and without any present intention to sell or distribute such Options and/or Stocks, if such a representation is required under the Securities Act or any other applicable law, rule, or regulation.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

ARTICLE 10. OPTION ADJUSTMENTS

In the event of any change or changes in the outstanding Shares of the Company by reason of any stock dividend, recapitalization, reorganization, Change of Control or any similar transaction, the Board shall appropriately adjust the number of Shares that may be issued under this Plan, the number of Shares subject to Options theretofore granted under this Plan, the exercise price of such Options, and any and all other adjustments deemed reasonably appropriate by the Board. Subject to Section 8(b), new option rights may be substituted for the Options granted under this Plan, or the Company’s duties as to Options outstanding under this Plan may be assumed by another entity in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Company is involved. In the event of such substitution or assumption, the term Stock shall thereafter include the stock of the entity granting such new option rights or assuming the Company’s duties as to such Options.

The Board may amend, modify or terminate any outstanding Stock Option including, but not limited to, substituting therefore another Stock Option of the same or a different type or changing the date of exercise or realization, PROVIDED THAT, except as otherwise provided in Section 8(b), the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

ARTICLE 11. OPTION EXERCISE ALTERNATIVES

The Option Exercise Alternative provided in Article 8(j) above is intended to provide the same economic benefits to the Optionee as would be enjoyed by the Optionee if there were no restrictions pursuant to applicable law. Subject to the terms and conditions of this Plan, the Company shall make such reasonable efforts as are necessary to implement the purpose of this Plan while ensuring that the Company is in compliance with all relevant laws and regulations.

ARTICLE 12. STOCK OPTION AGREEMENT

The terms and conditions of Options granted under this Plan shall be evidenced by a written option agreement executed by the Company and the person to whom the Options are granted. Each Stock Option Agreement shall incorporate this Plan by reference and shall include such provisions as are determined to be reasonably necessary or appropriate by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan PROVIDED THAT such terms and conditions do not contravene the provisions of the Plan.

The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

ARTICLE 13. RESTRICTED SHARES

As a condition to the granting of any Options hereunder and the subsequent exercise of any such Options, the Board may include in the option agreement for those Options provisions:

making the Stocks subject to the Shareholders Agreement or

ii)

limiting or requiring the sale or other transfer of ownership of Shares acquired by the Optionee under those Options.

ARTICLE 14. AMENDMENT OR TERMINATION OF THIS PLAN

Board Authority. The Board may amend, suspend, alter, or terminate this Plan at any time. To the extent necessary or desirable to comply with Rule 16b-3 of the Exchange Act, the Code or any other applicable law or regulation, the Company shall obtain shareholder approval of any amendment to this Plan only in such a manner and to such a degree as required under applicable law.

Limitation on Board Authority. Notwithstanding the foregoing, no amendment, suspension or termination of this Plan shall adversely affect Options granted on or prior to the date thereof without the consent of such Optionee.

Contingent Grants Based on Amendments. Options may be granted in reliance on and consistent with any amendment adopted by the Board and which is necessary to enable such Options to be granted under this Plan, even though such amendment requires future shareholder approval; provided, however, that any such contingent Options by their terms may not be exercised prior to shareholder approval of such amendment, and provided further, that in the event shareholder approval is not obtained within twelve months of the date of grant of such contingent Options, then such contingent Options shall be deemed cancelled and no longer outstanding. The Board and the Company shall use their best efforts to cause such shareholder approval to be sought and obtained as soon as reasonably practicable within such twelve month period.

ARTICLE 15. OPTIONS NOT TRANSFERABLE

Options to be granted under this Plan may not be sold, pledged, hypothecated, assigned, encumbered, gifted or otherwise transferred or alienated in any manner, either voluntarily or involuntarily by operation of law, other than by will or the laws of descent or distribution, and may be exercised during the lifetime of an Optionee only by such Optionee.

ARTICLE 16. NO RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY

Neither the Optionee, his or her estate nor his or her transferees by will or the laws of descent and distribution shall be, or have any rights or privileges of, a shareholder of the Company with respect to any Stocks issuable upon exercise of the Options unless and until certificates representing such Stocks shall have been issued and delivered notwithstanding exercise of the Options. The Company shall issue such certificates promptly following proper exercise of the Options. No adjustment will be made for a dividend or other rights where the record date is prior to the date such stock certificates are issued, except as provided in Article 10.

Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

ARTICLE 17. TAXES

The Board shall make such provisions and take such steps as it deems reasonably necessary or appropriate for the withholding of any tax required by law to be withheld with respect to the grant or exercise of Options under this Plan, including, without limitation, the deduction of the amount of any such withholding tax from any compensation or other amounts payable to an Optionee by the Company, or requiring an Optionee (or the Optionee’s beneficiary or legal representative) as a condition of exercising Options to pay to the Company any amount required to be withheld, or to execute such other documents as the Board deems reasonably necessary or desirable in connection with the satisfaction of any applicable withholding obligation. In the discretion of the Board, upon exercise of Options, the Optionee may request the Company to withhold from the Stocks to be issued upon such exercise that number of Stocks (based on the fair market value of the Stocks as of the day immediately preceding the day notice of exercise is received by the Company) that would satisfy any tax withholding requirement.

ARTICLE 18. LEGENDS ON OPTIONS AND STOCK CERTIFICATES

Each option agreement and each certificate representing Stocks acquired upon exercise of Options shall be endorsed with all legends, if any, required by applicable federal and state securities laws to be placed on the option agreement and/or the certificate. The determination of which legends, if any, shall be placed upon option agreements and/or the certificates representing Stocks shall be made by the Board in its sole discretion and such decision shall be final and binding.

ARTICLE 19. AVAILABILITY OF PLAN

A copy of this Plan shall be delivered to the Secretary of the Company and shall be shown by the Secretary to any person making reasonable inquiry concerning this Plan.

ARTICLE 20. APPLICABLE LAW

This Plan shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to the principles of conflict of laws.

ARTICLE 21. EFFECTIVENESS OF THIS PLAN

This Plan shall become effective upon ratification by the Board.

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Zhaopin.com, Ltd.

2004 Employee Stock Option Plan

Zhaopin.com Stock Appreciation Rights Plan

Terms

The Zhaopin.com SAR Plan will be established by Zhaopin.com for the purpose of tracking notional shares in the Company and the appreciation in such Shares’ value for the benefit of the Optionee.

Subject to the detailed terms of the SAR Plan, the primary terms of the SAR arrangement will be as follows:

1.	When an Optionee exercises Options, it shall do so by written notice to Zhaopin.com.

2.	Zhaopin.com will then credit the Optionee’s account under the SAR Plan with an equivalent amount of notional shares.

Upon written instruction from the Optionee to dispose of a certain number of notional shares in the SAR Plan account, the Company will deduct such number of notional Shares from the Optionee’s account and pay to Optionee an amount equal to the current market value of those shares calculated as of 12:00 noon EST of the date on which the written instructions were received.

THE TERMS OF THE SAR PLAN ARRANGEMENT ARE SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS.

EX-10.2 9 d653603dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

ZHAOPIN, LTD.

2005 STOCK OPTION PLAN

ARTICLE 1. PURPOSE

The purposes of this 2005 Stock Option Plan (the “2005 Plan”) are to (a) ensure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) attract and retain the best available personnel for positions of substantial responsibility; and (c) to provide incentive to all such personnel and employees to devote their greatest efforts and skill to promote the success and advancement of the Company’s business, by permitting them to participate in the growth and increased value of the Company.

Due to current regulatory restrictions in the PRC that affect the holding of foreign securities by PRC nationals, this 2005 Plan provides that Optionees will have the ability to benefit economically from the Plan even if they are not allowed to own the underlying securities.

ARTICLE 2. DEFINITIONS

As used herein, the following definitions shall apply:

“Board” shall mean the Board of Directors of the Company.

“Change Of Control Event” means a merger, consolidation, tender offer, takeover bid, or sale of assets.

“China” and “PRC” means the People’s Republic of China.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission.

“Director” means a member of the Board.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Managers” means the CEO and designated senior managers of Zhaopin.com.

“Optionee” shall mean an Employee, or Manager who receives an Option.

“Plan” shall mean this 2005 stock Option Plan.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute.

“Shares” means shall mean the Shares of the Company reserved for issuance under this Plan.

ARTICLE 3. ADMINISTRATION

ARTICLE 4. ELIGIBILITY

ARTICLE 5. SHARES AVAILABLE FOR AWARDS

The maximum aggregate number of Ordinary Shares which may be subject to options under this Plan is six million five hundred thousand (6,500,000) Shares of authorized but unissued Ordinary Shares of the Company that shall be set aside as stock options (the “Stock Options”).

ARTICLE 6. TERM OF THIS PLAN

This Plan shall be adopted on November 14, 2005 and shall become effective upon ratification by the Board. This Plan shall continue in effect until the tenth anniversary of such date, unless terminated earlier.

ARTICLE 7. EXERCISE PRICE AND CONSIDERATION

The exercise price for Ordinary Shares purchased pursuant to a Stock Option shall be set by the Board as granted.

ARTICLE 8. EXERCISE OF OPTIONS

Termination of Status as an Employee . In the event of termination of an Optionee’s Continuous Status as an Employee, such Optionee may, but only within thirty (30) days (or such other period of time, not exceeding six (6) months, if specifically provided by the Board) after the date of such termination (but in no event later than the date of expiration of the term of such Options as set forth in the Stock Option Agreement), exercise the Optionee’s Options to the extent that the Optionee was entitled to exercise them at the date of such termination. To the extent that the Optionee was not entitled to exercise the Options at the date of such termination, or if the Optionee does not exercise such Options (which the Optionee was entitled to exercise) within the time specified herein or in the Stock Option Agreement, the Options shall terminate; provided that Options that vest upon or after termination of employment, pursuant to the terms of the Employment Agreements, shall be exercisable until the earlier of the Option Termination Date or five (5) years and thirty (30) days from the date of vesting (without regard to any period of administrative leave).

ARTICLE 9. RESTRICTIONS ON GRANTS OF OPTIONS AND ISSUANCE OF STOCKS

ARTICLE 10. OPTION ADJUSTMENTS

ARTICLE 11. OPTION EXERCISE ALTERNATIVES

ARTICLE 12. STOCK OPTION AGREEMENT

The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.

ARTICLE 13. RESTRICTED SHARES

As a condition to the granting of any Options hereunder and the subsequent exercise of any such Options, the Board may include in the option agreement for those Options provisions:

making the Stocks subject to the Shareholders Agreement or

ii)

limiting or requiring the sale or other transfer of ownership of Shares acquired by the Optionee under those Options.

ARTICLE 14. AMENDMENT OR TERMINATION OF THIS PLAN

ARTICLE 15. OPTIONS NOT TRANSFERABLE

ARTICLE 16. NO RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY

ARTICLE 17. TAXES

ARTICLE 18. LEGENDS ON OPTIONS AND STOCK CERTIFICATES

ARTICLE 19. AVAILABILITY OF PLAN

A copy of this Plan shall be delivered to the Secretary of the Company and shall be shown by the Secretary to any person making reasonable inquiry concerning this Plan.

ARTICLE 20. APPLICABLE LAW

This Plan shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to the principles of conflict of laws.

ARTICLE 21. EFFECTIVENESS OF THIS PLAN

This Plan shall become effective upon ratification by the Board.

[Remainder of page intentionally left blank]

Zhaopin.com Stock Appreciation Rights Plan

Terms

The Zhaopin.com SAR Plan will be established by Zhaopin.com for the purpose of tracking notional shares in the Company and the appreciation in such Shares’ value for the benefit of the Optionee.

Subject to the detailed terms of the SAR Plan, the primary terms of the SAR arrangement will be as follows:

1.	When an Optionee exercises Options, it shall do so by written notice to Zhaopin.com.

2.	Zhaopin.com will then credit the Optionee’s account under the SAR Plan with an equivalent amount of notional shares.

THE TERMS OF THE SAR PLAN ARRANGEMENT ARE SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS.

EX-10.3 10 d653603dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

ZHAOPIN, LTD.

2006 STOCK OPTION PLAN

ARTICLE 1. PURPOSE

The purposes of this 2006 Stock Option Plan (the “2006 Plan”) are to (a) ensure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) attract and retain the best available personnel for positions of substantial responsibility; and (c) to provide incentive to all such personnel and employees to devote their greatest efforts and skill to promote the success and advancement of the Company’s business, by permitting them to participate in the growth and increased value of the Company.

Due to current regulatory restrictions in the PRC that affect the holding of foreign securities by PRC nationals, this 2006 Plan provides that Optionees will have the ability to benefit economically from the Plan even if they are not allowed to own the underlying securities.

ARTICLE 2. DEFINITIONS

As used herein, the following definitions shall apply:

“Board” shall mean the Board of Directors of the Company.

“Change Of Control Event” means a merger, consolidation, tender offer, takeover bid, or sale of assets.

“China” and “PRC” means the People’s Republic of China.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission.

“Director” means a member of the Board.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Managers” means the CEO and designated senior managers of Zhaopin.com.

“Option” shall mean a stock option issued by the Company by the Company to purchase shares of stock of the Company that meets the definition of “incentive stock option” contained in Section 422 of the Internal Revenue Code of 1986, as amended, and that is issued by the Company to be an Incentive Stock Option. “Stock Options” is the plural of Stock Option. The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such.

“Optionee” shall mean an Employee, or Manager who receives an Option.

“Plan” shall mean this 2006 stock Option Plan.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute.

“Shares” means shall mean the Shares of the Company reserved for issuance under this Plan.

ARTICLE 3. ADMINISTRATION

ARTICLE 4. ELIGIBILITY

ARTICLE 5. SHARES AVAILABLE FOR AWARDS

The maximum aggregate number of Ordinary Shares which may be subject to options under this Plan is two million five hundred thousand (2,500,000) Shares of authorized but unissued Ordinary Shares of the Company that shall be set aside as stock options (the “Stock Options”).

ARTICLE 6. TERM OF THIS PLAN

This Plan shall be adopted on December 19, 2006 and shall become effective upon ratification by the Board. This Plan shall continue in effect until the tenth anniversary of such date, unless terminated earlier.

ARTICLE 7. EXERCISE PRICE AND CONSIDERATION

The exercise price for Ordinary Shares purchased pursuant to a Stock Option shall be set by the Board as granted.

ARTICLE 8. EXERCISE OF OPTIONS

Termination of Status as an Employee. In the event of termination of an Optionee’s Continuous Status as an Employee, such Optionee may, but only within thirty (30) days (or such other period of time, not exceeding six (6) months, if specifically provided by the Board) after the date of such termination (but in no event later than the date of expiration of the term of such Options as set forth in the Stock Option Agreement), exercise the Optionee’s Options to the extent that the Optionee was entitled to exercise them at the date of such termination. Additional Board Approval for the exercise will be required for Optionees who holds less than 100,000 Options. To the extent that the Optionee was not entitled to exercise the Options at the date of such termination, or if the Optionee does not exercise such Options (which the Optionee was entitled to exercise) within the time specified herein or in the Stock Option Agreement, the Options shall terminate; provided that Options that vest upon or after termination of employment, pursuant to the terms of the Employment Agreements, shall be exercisable until the earlier of the Option Termination Date or five (5) years and thirty (30) days from the date of vesting (without regard to any period of administrative leave).

ARTICLE 9. RESTRICTIONS ON GRANTS OF OPTIONS AND ISSUANCE OF STOCKS

ARTICLE 10. OPTION ADJUSTMENTS

ARTICLE 11. OPTION EXERCISE ALTERNATIVES

ARTICLE 12. STOCK OPTION AGREEMENT

The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.

ARTICLE 13. RESTRICTED SHARES

As a condition to the granting of any Options hereunder and the subsequent exercise of any such Options, the Board may include in the option agreement for those Options provisions:

making the Stocks subject to the Shareholders Agreement or limiting or requiring the sale or other transfer of ownership of Shares

ii)

acquired by the Optionee under those Options.

ARTICLE 14. AMENDMENT OR TERMINATION OF THIS PLAN

ARTICLE 15. OPTIONS NOT TRANSFERABLE

ARTICLE 16. NO RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY

ARTICLE 17. TAXES

ARTICLE 18. LEGENDS ON OPTIONS AND STOCK CERTIFICATES

ARTICLE 19. AVAILABILITY OF PLAN

A copy of this Plan shall be delivered to the Secretary of the Company and shall be shown by the Secretary to any person making reasonable inquiry concerning this Plan.

ARTICLE 20. APPLICABLE LAW

This Plan shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to the principles of conflict of laws.

ARTICLE 21. EFFECTIVENESS OF THIS PLAN

This Plan shall become effective upon ratification by the Board.

[Remainder of page intentionally left blank]

Zhaopin.com Stock Appreciation Rights Plan

Terms

The Zhaopin.com SAR Plan will be established by Zhaopin.com for the purpose of tracking notional shares in the Company and the appreciation in such Shares’ value for the benefit of the Optionee.

Subject to the detailed terms of the SAR Plan, the primary terms of the SAR arrangement will be as follows:

1.	When an Optionee exercises Options, it shall do so by written notice to Zhaopin.com.

2.	Zhaopin.com will then credit the Optionee’s account under the SAR Plan with an equivalent amount of notional shares.

THE TERMS OF THE SAR PLAN ARRANGEMENT ARE SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS.

EX-10.4 11 d653603dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

ZHAOPIN LIMITED

2010 GLOBAL SHARE PLAN

(Adopted by the Company’s Board of Directors on 26 April, 2010)

(Approved by the Company’s Members on 25 May, 2010)

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected Employees, Directors, and Consultants and to promote the success of the Company’s business. The Plan permits the grant of Options and Restricted Shares as the Administrator may determine.

2. Definitions. For the purposes of this Plan, the following terms shall have the following meanings:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b) “Applicable Law” means any applicable legal requirements relating to the administration of and the issuance of securities under equity securities-based compensation plans, including, without limitation, the requirements of U.S. state corporate laws, U.S. federal and state securities laws, U.S. federal law, the Code, the laws of the Cayman Islands, the laws of the People’s Republic of China, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are, or will be, granted under the Plan. For all purposes of this Plan, references to statutes shall be deemed to include any rules and regulations promulgated pursuant to authority set forth in such statutes and references to statutes and regulations shall be deemed to include any successor statutes or regulations, to the extent reasonably appropriate as determined by the Administrator.

(d) “Award Agreement” means a written or electronic agreement between the Company and a Participant, the form(s) of which shall be approved from time to time by the Administrator, evidencing the terms and conditions of an individual Award granted under the Plan, and includes any documents attached to or incorporated into the Award Agreement. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the share capital of the Company that, together with the share capital held by such Person, constitutes more than 50% of the total voting power of the share capital of the Company, except that any change in the ownership of the share capital of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board are replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(g) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(h) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof.

(i) “Company” means Zhaopin Limited, a Cayman Islands exempted company, or any successor corporation thereto.

(j) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(k) “Date of Grant” means the date an Award is granted to a Participant in accordance with Section 14 hereof.

(l) “Director” means a member of the Board.

(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(n) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary. Neither service as a Director nor payment of a director’s fee by the Company or any Parent or Subsidiary shall be sufficient to constitute “employment” by the Company or any Parent or Subsidiary.

(o) “Exercise Price” means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Administrator in the applicable Award Agreement in accordance with Section 6(d) hereof.

(p) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(q) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower Exercise Prices or Purchase Prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the Exercise Price or Purchase Price of an outstanding Award is reduced or increased. The terms and conditions of any Exchange Program will be determined by the Administrator in its sole discretion.

(r) “Fair Market Value” means, as of any date, the value of the Shares determined as follows:

(i) if the Shares are listed on any established stock exchange or a national market system, including, without limitation, The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market, the Fair Market Value shall be the closing sales price for the Shares (or if no closing sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean of the high bid and low asked prices for the Shares on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or any other source as the Administrator deems reliable; or

(iii) in the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator in accordance with Applicable Law.

(s) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(t) “Member” means an owner of Shares.

(u) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(v) “Option” means an option to purchase Shares that is granted pursuant to the Plan in accordance with Section 6 hereof. An Option that is not designated as a Reg S Option is, unless the Administrator provides otherwise, intended to comply with and qualify under Rule 701 promulgated under the Securities Act.

(w) “Parent” means a “parent corporation” with respect to the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.

(x) “Participant” means the holder of an outstanding Award granted under the Plan, or the holder of Shares issuable or issued pursuant to the exercise of an Award.

(y) “Plan” means this 2010 Global Share Plan, as amended from time to time.

(z) “Purchase Price” means the amount of consideration, if any, for which one Share may be acquired pursuant to an Award of Restricted Shares, as specified by the Administrator in the applicable Award Agreement in accordance with Section 7(d) hereof.

(aa) “Reg S Option” means an Option that (i) is granted to a Service Provider who is not a U.S. Person, and (ii) is not intended to qualify under Rule 701 promulgated under the Securities Act.

(bb) “Reg S Restricted Shares” means an Award of Restricted Shares that (i) is granted to a Service Provider who is not a U.S. Person, and (ii) is not intended to qualify under Rule 701 promulgated under the Securities Act.

(cc) “Restricted Shares” means Shares issued pursuant to an Award of Restricted Shares under Section 7 hereof or issued pursuant to the early exercise of an Option. Restricted Shares that are not designated as Reg S Restricted Shares are, unless the Administrator provides otherwise, intended to comply with and qualify under Rule 701 promulgated under the Securities Act.

(dd) “Securities Act” means the U.S. Securities Act of 1933, as amended.

(ee) “Service Provider” means an Employee, Director, or Consultant.

(ff) “Share” means an Ordinary Share of the Company, as adjusted in accordance with Section 12 hereof.

(gg) “Shareholders Agreement” means any agreement between a Participant and the Company or Members of the Company or both.

(hh) “Subsidiary” means a “subsidiary corporation” with respect to the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code.

(ii) “Ten Percent Owner” means a Service Provider who owns more than 10% of the total combined voting power of all classes of outstanding securities of the Company or any Parent or Subsidiary. In determining ownership of securities, the attribution rules of Section 424(d) of the Code shall apply.

(jj) “U.S.” or “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(kk) “U.S. Person” has the meaning accorded to it in Rule 902(k) of the Securities Act, and currently includes:

(i) any natural person resident in the United States;

(ii) any partnership or corporation organized or incorporated under the laws of the United States;

(iii) any estate of which any executor or administrator is a U.S. Person;

(iv) any trust of which any trustee is a U.S. Person;

(v) any agency or branch of a foreign entity located in the United States;

(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) any partnership or corporation if:

(A) organized or incorporated under the laws of any foreign jurisdiction; and

(B) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) promulgated under the Securities Act) who are not natural persons, estates or trusts.

3. Shares Subject to the Plan

(a) Basic Limitation. Subject to the provisions of Section 12 hereof, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan shall not exceed 6,000,000 Shares. The Shares may be authorized but unissued, or reacquired Shares. The number of Shares that are subject to Awards outstanding under the Plan at any time shall not exceed the aggregate number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of outstanding Awards granted under the Plan.

(b) Additional Shares. If an Award expires, becomes unexercisable, or is cancelled, forfeited to or repurchased by the Company due to the failure to vest, or otherwise terminated without having been exercised or settled in full, as the case may be, or is surrendered pursuant to an Exchange Program, the Shares allocable to the unexercised (or forfeited or repurchased) portion of the Award shall again become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that actually have been issued under the Plan, upon exercise of an Option or delivery under a Restricted Share, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that in the event that Shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision, right of repurchase or redemption, or are used to satisfy the Exercise Price or Purchase Price for the Award or any tax withholding obligations related to an Award, such Shares shall again become available for future grant or sale under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 12, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a) hereof, plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).

4. Administration of the Plan.

(a) General. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Law.

(a) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve the form(s) of agreement, including, without limitation, the Award Agreement, for use under the Plan;

(v) to determine the terms and conditions of any Award granted hereunder including, but not limited to, the Exercise Price, the Purchase Price, the time or times when Options may be exercised (which may be based on performance criteria), the time or times when repurchase or redemption rights shall lapse, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to institute and determine the terms and conditions of an Exchange Program;

(vii) to prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable laws of jurisdictions other than the United States or for qualifying for favorable tax treatment under applicable foreign laws;

(viii) to modify or amend each Award (subject to Section 18 hereof and Participant consent if the modification or amendment is to the Participant’s detriment), including, without limitation, the discretionary authority to extend the post-termination exercisability of an Option longer than is otherwise provided for in an Award Agreement or accelerate the vesting or exercisability of an Option or lapsing of a repurchase or redemption right or forfeiture provision to which Restricted Shares may be subject;

(ix) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 8;

(x) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; and

(xi) to make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan.

(b) Delegation of Authority to Officers. Subject to Applicable Law, the Administrator may delegate limited authority to specified officers of the Company to execute on behalf of the Company any instrument required to effect an Award previously granted by the Administrator.

(c) Effect of Administrator’s Decision. All decisions, determinations, and interpretations of the Administrator shall be final and binding on all Participants and any other holders of Awards.

5. Eligibility.

(a) General Rule. Only Service Providers that are not U.S. Persons, or trusts established in connection with any employee benefit plan of the Company (including the Plan) for the benefit of a Service Provider, shall be eligible for the grant of Reg S Options and Reg S Restricted Shares. Nonstatutory Stock Options that are not designated as Reg S Options and Restricted Shares that are not designated as Reg S Restricted Shares may be granted to Service Providers only. Incentive Stock Options may be granted to Employees only. Any awards granted to Consultants that are intended to comply with and qualify under Rule 701 promulgated under the Securities Act may only be granted to natural persons who meet the requirements set forth under Rule 701(c)(1)(ii) and (iii) of the Securities Act.

(b) Members with Ten-Percent Holdings. A Ten Percent Owner shall not be eligible for the grant of an Incentive Stock Option unless (i) the Exercise Price is at least 110% of the Fair Market Value on the Date of Grant, and (ii) the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the Date of Grant.

(c) Service Providers Located in California. Notwithstanding any contrary provision of the Plan, a Service Provider located in California is eligible to receive only Awards that comply with the California Award Terms and Conditions attached hereto as Exhibit A.

6. Terms and Conditions of Options.

(a) Award Agreement. Each grant of an Option under the Plan shall be evidenced by an Award Agreement between the Participant and the Company. Each Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Administrator deems appropriate for inclusion in an Award Agreement. The provisions of the various Award Agreements entered into under the Plan need not be identical.

(b) Type of Option. Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding a designation of an Option as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds US$100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Date of Grant. Each Option also may be designated as a Reg S Option or as an Option other than a Reg S Option.

(c) Number of Shares. Each Award Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 12 hereof.

(d) Exercise Price. Each Award Agreement shall specify the Exercise Price. The Exercise Price of an Incentive Stock Option shall not be less than 100% of the Fair Market Value per Share on the Date of Grant, and a higher percentage may be required by Section 5(b) hereof. The Exercise Price of a Nonstatutory Stock Option shall not be less than 100% of the Fair Market Value per Share on the Date of Grant. Subject to the preceding provisions of this Section 6(d), the Exercise Price of any Option shall be determined by the Administrator in its sole discretion. The Exercise Price shall be payable in accordance with Section 9 hereof and the applicable Award Agreement. Notwithstanding anything to the contrary in the foregoing or in Section 5(b), in the event of a transaction described in Section 424(a) of the Code, then, consistent with Section 424(a) of the Code, Incentive Stock Options may be issued at an Exercise Price other than as required by the foregoing provisions of this Section 6(d) and Section 5(b).

(e) Term of Option. The Award Agreement shall specify the term of the Option; provided, however, that the term shall not exceed ten (10) years from the Date of Grant, and a shorter term may be required by Section 5(b) hereof. Subject to the preceding sentence, the Administrator in its sole discretion shall determine when an Option is to expire.

(f) Exercisability. Each Award Agreement shall specify the date when all or any installment of the Option is to become exercisable. The exercisability provisions of any Award Agreement shall be determined by the Administrator in its sole discretion.

(g) Exercise Procedure. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as may be determined by the Administrator and as set forth in the Award Agreement; provided, however, that an Option shall not be exercised for a fraction of a Share.

(i) An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, (B) full payment for the Shares with respect to which the Option is exercised, together with any applicable tax withholding, and (C) all representations, indemnifications, and documents requested by the Administrator, including, without limitation, any Shareholders Agreement. Full payment may consist of any consideration and method of payment authorized by the Administrator in accordance with Section 9 hereof and permitted by the Award Agreement.

(ii) Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Subject to the provisions of Sections 8, 9, 15, and 16, the Company shall issue (or cause to be issued) certificates evidencing the issued Shares promptly after the Option is exercised. Notwithstanding the foregoing, the Administrator in its discretion may require the Company to retain possession of any certificate evidencing Shares acquired upon the exercise of an Option if those Shares remain subject to forfeiture, repurchase or redemption under the provisions of the Award Agreement, any Shareholders Agreement, or any other agreement between the Company and the Participant, or if those Shares are collateral for a loan or obligation due to the Company.

(iii) Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan (in accordance with Section 3(b)) and for sale under the Option, by the number of Shares as to which the Option is exercised.

(h) Termination of Service (other than by death).

(i) If a Participant ceases to be a Service Provider for any reason other than because of death, then the Participant’s Options shall expire on the earliest of the following occasions:

(A) The expiration date determined by Section 6(e) hereof;

(B) The thirtieth (30^th) day following the termination of the Participant’s relationship as a Service Provider for any reason other than Disability, or such other date as the Administrator may determine and specify in the Award Agreement, provided that no Option that is exercised after the expiration of the three-month period immediately following the termination of the Participant’s relationship as an Employee shall be treated as an Incentive Stock Option; or

(C) The last day of the six-month period following the termination of the Participant’s relationship as a Service Provider by reason of Disability, or such other date as the Administrator may determine and specify in the Award Agreement; provided that no Option that is exercised after the expiration of the twelve-month period immediately following the termination of the Participant’s relationship as an Employee shall be treated as an Incentive Stock Option.

(ii) Following the termination of the Participant’s relationship as a Service Provider, the Participant may exercise all or part of the Participant’s Option at any time before the expiration of the Option as set forth in Section 6(h)(i) hereof, but only to the extent that the Option was vested and exercisable as of the date of termination of the Participant’s relationship as a Service Provider (or became vested and exercisable as a result of the termination). Unless the Administrator provides otherwise in an Award Agreement, the balance of the Shares subject to the Option shall be forfeited on the date of termination of the Participant’s relationship as a Service Provider. In the event that the Participant dies after the termination of the Participant’s relationship as a Service Provider but before the expiration of the Participant’s Option as set forth in Section 6(h)(i) hereof, all or part of the Option may be exercised (prior to expiration) by the executors or administrators of the Participant’s estate or by any person who has acquired the Option directly from the Participant by beneficiary designation, bequest, or inheritance, but only to the extent that the Option was vested and exercisable as of the termination date of the Participant’s relationship as a Service Provider (or became vested and exercisable as a result of the termination). Any Shares subject to the portion of the Option that are vested as of the termination date of the Participant’s relationship as a Service Provider but that are not purchased prior to the expiration of the Option pursuant to this Section 6(h) shall be forfeited immediately following the Option’s expiration.

(i) Death of Participant.

(i) If a Participant dies while a Service Provider, then the Participant’s Option shall expire on the earlier of the following dates:

(A) The expiration date determined by Section 6(e) hereof;

(B) The last day of the six-month period immediately following the Participant’s death, or such other date as the Administrator may determine and specify in the Award Agreement.

(ii) All or part of the Participant’s Option may be exercised at any time before the expiration of the Option as set forth in Section 6(i)(i) hereof by the executors or administrators of the Participant’s estate or by any person who has acquired the Option directly from the Participant by beneficiary designation, bequest, or inheritance, but only to the extent that the Option was vested and exercisable as of the date of the Participant’s death or had become vested and exercisable as a result of the death. The balance of the Shares subject to the Option shall be forfeited upon the Participant’s death. Any Shares subject to the portion of the Option that are vested as of the Participant’s death but that are not purchased prior to the expiration of the Option pursuant to this Section 6(i) shall be forfeited immediately following the Option’s expiration.

(j) Restrictions on Transfer of Shares. Shares issued upon exercise of an Option shall be subject to such forfeiture conditions, rights of repurchase or redemption, rights of first refusal, and other transfer restrictions as the Administrator may determine. The restrictions described in the preceding sentence shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

7. Terms and Conditions of Restricted Shares.

(a) Award Agreement. Each Restricted Share granted under the Plan shall be evidenced by an Award Agreement between the Participant and the Company. Each Restricted Share shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Administrator deems appropriate for inclusion in an Award Agreement. The provisions of the various Award Agreements entered into under the Plan need not be identical.

(b) Type of Restricted Share. Each Restricted Share may be designated as a Reg S Restricted Share or as a Restricted Share other than a Reg S Restricted Share. If the Award Agreement does not specify the type of Restricted Share, the Restricted Share will not be treated as a Reg S Restricted Share.

(c) Duration of Offers and Nontransferability of Restricted Shares. Any Restricted Shares granted under the Plan shall automatically expire if not exercised by the Participant within 30 days (or such longer time as is specified in the Award Agreement) after the Date of Grant. Restricted Shares shall not be transferable and shall be exercisable only by the Participant to whom the Restricted Share was granted.

(d) Purchase Price. The Purchase Price shall be determined by the Administrator in its sole discretion. The Purchase Price shall be payable in a form described in Section 9 hereof.

(e) Restrictions on Transfer of Shares. Any Shares awarded or sold pursuant to Restricted Shares shall be subject to such forfeiture conditions, rights of repurchase or redemption, rights of first refusal, escrow provisions and other transfer restrictions as the Administrator may determine. The restrictions described in the preceding sentence shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

8. Tax Withholding. As a condition to the exercise of an Option or purchase of Restricted Shares, the Participant (or in the case of the Participant’s death or in the event of a permissible transfer of Awards hereunder, the person exercising the Option or purchasing Restricted Shares) shall make such arrangements as the Administrator may require for the satisfaction of any applicable tax withholding arising in connection with the exercise of an Option, purchase of Restricted Shares or disposition of Awards under Applicable Laws. The Participant (or in the case of the Participant’s death or in the event of a permissible transfer of Awards hereunder, the person exercising the Option or purchasing Restricted Shares) also shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state, local, or non-U.S. tax withholding obligations, including those under the laws of the People’s Republic of China, that may arise in connection with the disposition of Shares acquired by exercising an Option or purchasing Restricted Shares. The Company shall not be required to issue any Shares under the Plan until the foregoing obligations are satisfied. Without limiting the generality of the foregoing, upon the exercise of the Option or delivery of Restricted Shares, the Company, or a Parent or Subsidiary, as required by Applicable Law, shall have the right to withhold taxes from any compensation or other amounts that the Company or such Parent or Subsidiary, as applicable, may owe to the Participant, or to require the Participant to pay to the Company or such Parent or Subsidiary, as applicable, the amount of any taxes that the Company or such Parent or Subsidiary may be required to withhold with respect to the Shares issued to the Participant or the disposition of Awards or Shares. Without limiting the generality of the foregoing, the Administrator in its discretion may authorize the Participant to satisfy all or part of any tax withholding liability by (i) paying cash, (ii) having the Company, or the applicable Parent or Subsidiary, withhold otherwise deliverable Shares having a Fair Market Value, as of the date the withholding tax liability arises, equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already owned and unencumbered Shares having a Fair Market Value, as of the date the tax withholding liability arises, equal to the amount of the Company’s tax withholding liability required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.

9. Payment for Shares. The consideration to be paid for the Shares to be issued under the Plan, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined on the Date of Grant), subject to the provisions in this Section 9 and Applicable Law.

(a) General Rule. The entire Exercise Price or Purchase Price (as the case may be) for Shares issued under the Plan shall be payable in cash or cash equivalents at the time when the Shares are purchased, except as otherwise provided in this Section 9 or Applicable Law.

(b) Surrender of Shares. To the extent that an Award Agreement so provides, all or any part of the Exercise Price or Purchase Price (as the case may be) may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Participant. These Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date the Option is exercised or Restricted Shares are purchased. The Participant shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price or Purchase Price (as the case may be) if this action would subject the Company to adverse accounting consequences, as determined by the Administrator.

(c) Services Rendered. At the discretion of the Administrator and to the extent so provided in the agreements evidencing Awards of Shares under the Plan, Shares may be awarded under the Plan in consideration of services rendered to the Company or any Parent or Subsidiary prior to the Award to the extent permitted by Applicable Law.

(d) Promissory Note. At the discretion of the Administrator and to the extent an Award Agreement so provides, all or a portion of the Exercise Price or Purchase Price (as the case may be) may be paid with a promissory note in favor of the Company. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing provisions of this Section 9(d), the Administrator (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any), and other provisions of the promissory note.

(e) Exercise/Sale. At the discretion of the Administrator and to the extent an Award Agreement so provides, and if the Shares are publicly traded, payment may be made all or in part by the delivery (on a form and in a manner prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any tax withholding.

(f) Exercise/Pledge. At the discretion of the Administrator and to the extent an Award Agreement so provides, and if the Shares are publicly traded, payment may be made all or in part by the delivery (on a form and in a manner prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any tax withholding.

(g) Other Forms of Consideration. At the discretion of the Administrator and to the extent an Award Agreement so provides, all or a portion of the Exercise Price or Purchase Price may be paid by any other form of consideration and method of payment to the extent permitted by Applicable Law.

10. Nontransferability of Awards. Unless otherwise determined by the Administrator and so provided in the applicable Award Agreement (or be amended to provide), an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner (whether by operation of law or otherwise) other than by will or applicable laws of descent and distribution or (except in the case of an Incentive Stock Option) pursuant to a domestic relations order, and shall not be subject to execution, attachment, or similar process, and each Award may be exercised, during the lifetime of the Participant, only by the Participant. In the event the Administrator in its sole discretion makes a Nonstatutory Stock Option or Restricted Share transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. Upon any attempt to pledge, assign, hypothecate, transfer, or otherwise dispose of any Award or of any right or privilege conferred by this Plan contrary to the provisions hereof, or upon the sale, levy or attachment or similar process upon the rights and privileges conferred by this Plan, such Award shall thereupon terminate and become null and void.

11. Rights as a Member. Until the Shares actually are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a Member shall exist with respect to the Shares, notwithstanding the exercise of the Award. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan.

12. Adjustment of Shares.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, unless the Award Agreement provides otherwise, each outstanding Award will be treated as the Administrator determines without a Participant’s consent, including, without limitation, that Awards may be assumed or an equivalent award substituted by the successor corporation or a parent or subsidiary of the successor corporation. The Administrator shall not be required to treat all Awards similarly in the transaction. In the event that the successor corporation in a merger or Change in Control does not assume or substitute for an Award (or portion thereof), then the Participant will fully vest in and have the right to exercise the Award as to all of the Shares subject thereto, including Shares as to which it would not otherwise be vested or exercisable, and all restrictions on Restricted Shares will lapse. In addition, if an Option is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option will be exercisable for a period of time as determined by the Administrator, and the Option will terminate upon expiration of such period for no consideration, unless otherwise determined by the Administrator.

For purposes of this Section 12(c), an Award shall be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether shares, cash, or other securities or property) received in connection with the merger or Change in Control by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if the consideration received in the merger or Change in Control is not solely common stock or ordinary shares of the successor corporation or its parent or subsidiary, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or vesting of the Restricted Shares, for each Share subject to the Award, to be solely common stock or ordinary shares of the successor corporation or its parent or subsidiary equal in Fair Market Value to the per Share consideration received by holders of Shares in the merger or Change in Control.

(d) Reservation of Rights. Except as provided in this Section 12 and in the applicable Award Agreement, a Participant shall have no rights by reason of (i) any subdivision or consolidation of Shares or other securities of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the number of Shares or other securities of any class. Any issuance by the Company of equity securities of any class, or securities convertible into equity securities of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price or Purchase Price of Shares subject to an Award. The grant of an Option or Restricted Share shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.

13. Leaves of Absence.

(a) Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence.

(b) A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company, its Parent or any Subsidiary or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.

(c) For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1^st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

14. Date of Grant. The Date of Grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination to grant the Award, or such other later date as is determined by the Administrator; provided, however, that the Date of Grant of an Incentive Stock Option shall be no earlier than the date on which the individual becomes an Employee.

15. Securities Law Requirements.

(a) Legal Compliance. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure to deliver any Shares under the Plan unless the issuance and delivery of Shares comply with (or are exempt from) all Applicable Laws, including, without limitation, the Securities Act, U.S. state securities laws and regulations, the laws and regulations of the People’s Republic of China, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. Shares delivered under the Plan shall be subject to transfer restrictions, and the person acquiring the Shares shall, as a condition to the exercise of an Option or the purchase of Restricted Shares if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with Applicable Law, including, without limitation, the representation and warranty at the time of acquisition of Shares that the Shares are being acquired only for investment purposes and without any present intention to sell, transfer, or distribute the Shares.

(c) Regulation S Transfer Restrictions. Any Shares issued pursuant to a Reg S Restricted Share or the exercise of a Reg S Option shall not be offered or sold in an unregistered transaction to a U.S. Person or for the account or benefit of a U.S. Person prior to the expiration of the first anniversary (or the six-month anniversary if the Company is a “reporting issuer,” as defined in Rule 902 under the Securities Act) of the date on which the Reg S Restricted Share or Reg S Option was issued by the Company (the “Regulation S Compliance Period”). Any Shares offered or sold pursuant to a Reg S Restricted Share or the exercise of a Reg S Option prior to the expiration of the Regulation S Compliance Period may be offered or sold only if permitted by the Administrator in accordance with the following conditions: (i) the purchaser of Shares issued pursuant to a Reg S Restricted Share or the exercise of a Reg S Option certifies that it is not a U.S. Person and is not acquiring the Shares for the account or benefit of any U.S. Person or is a U.S. Person who is purchasing the Shares in a transaction that does not require registration under the Securities Act; (ii) the purchaser of the Shares issued pursuant to a Reg S Restricted Share or the exercise of a Reg S Option agrees to resell such Shares only in accordance with the provisions of Regulation S promulgated under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act; and (iii) the certificate evidencing the Shares shall contain restrictive legends to a similar effect as set forth in (ii). The restrictions described in this Section 15(c) shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

16. Inability to Obtain Authority. The inability of the Company, a Parent or a Subsidiary to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. In addition, the inability of a Participant who is a resident of the People’s Republic of China to obtain authority (including approval and registration) from relevant regulatory bodies of the People’s Republic of China, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company, any Parent and any Subsidiary of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained, and if the inability is revealed or occurs after such Shares have been issued or sold by the Company, the inability shall entitle the Company to redeem or request the Participant to transfer the Shares so issued on such terms as the Administrator determines, subject to Applicable Law. The Company, any Parent and any Subsidiary shall be relieved from any liability for the redemption and the request for transfer.

17. Approval by Members. The Plan shall be subject to approval by the Members of the Company within twelve (12) months before or after the date the Plan is adopted by the Board. Such approval by Members of the Company shall be obtained in the degree and manner required under Applicable Law. Awards may be granted but Options may not be exercised and Restricted Shares may not be purchased prior to approval of the Plan by Members of the Company.

18. Duration and Amendment.

(a) Term of Plan. Subject to approval by Members of the Company in accordance with Section 17 hereof, the Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the Members of the Company as described in Section 17 hereof. In the event that the Members of the Company fail to approve the Plan within twelve (12) months prior to or after its adoption by the Board, any Awards that have been granted and any Shares that have been awarded or purchased under the Plan shall be rescinded, and no additional Awards shall be granted thereafter. Unless sooner terminated under Section 18(b) hereof, the Plan shall continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

(b) Amendment and Termination. The Administrator may at any time amend, alter, suspend, or terminate the Plan.

(c) Approval by Members. The Administrator shall obtain approval of the Members of any Plan amendment to the extent necessary or desirable to comply with Applicable Law.

(d) Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan shall materially and adversely impair the rights of any Participant with respect to an outstanding Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Award granted prior to the termination of the Plan.

19. Legending Share Certificates. In order to enforce any restrictions imposed upon Shares issued upon the exercise of Options or the acquisition of Restricted Shares, including, without limitations, the restrictions described in Sections 6(j), 7(e), and 15(c) hereof, the Administrator may cause a legend or legends to be placed on any share certificates representing the Shares, which legend or legends shall make appropriate reference to the restrictions, including, without limitation, a restriction against sale of the Shares for any period as may be required by Applicable Law.

20. No Retention Rights. Neither the Plan nor any Award shall confer upon any Participant any right to continue his or her relationship as a Service Provider with the Company for any period of specific duration or interfere in any way with his or her right or the right of the Company (or any Parent or Subsidiary employing or retaining the Participant), which rights are hereby expressly reserved by each, to terminate this relationship at any time, with or without cause, and with or without notice.

21. No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Parent or Subsidiary and a Participant or any other person. To the extent that any Participant acquires a right to receive payments from the Company or any Parent or Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company, a Parent, or any Subsidiary.

22. No Rights to Awards. No Participant, eligible Service Provider, or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Service Providers, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

[Remainder of Page Intentionally Left Blank]

EXHIBIT A

CALIFORNIA AWARD TERMS AND CONDITIONS

This Exhibit A to the Zhaopin Limited 2010 Global Share Plan will apply only to Participants who are residents of the State of California and who are receiving an Award under the Plan. Capitalized terms contained herein will have the same meanings given to them in the Plan, unless otherwise provided by this Exhibit A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by Applicable Laws, the following terms will apply to all Awards granted to residents of the State of California, until such time as the Administrator amends this Exhibit A or the Administrator otherwise provides. This Exhibit A will be deemed to be part of the Plan and the Administrator will have the authority to amend this Exhibit A in accordance with Section 18 of the Plan.

Eligibility. Reg S Options and Reg S Restricted Shares may be granted only to Service Providers that are not U.S. Persons. Nonstatutory Stock Options that are not designated as Reg S Options and Restricted Shares that are not designated as Reg S Restricted Shares may be granted only to Service Providers. Incentive Stock Options may be granted only to Employees.

2.	Option Term. The term of each Option will be stated in the Award Agreement, provided, however, that the term will be no more than ten (10) years from the date of grant thereof.

3.	Termination of Service.

(a) If a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within thirty (30) days of termination, or such longer period of time as specified in the Award Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration date determined by Section 6(e) of the Plan).

(b) If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within six (6) months of termination, or such longer period of time as specified in the Award Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration date determined by Section 6(e) of the Plan).

(c) If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following Participant’s death, or such longer period of time as specified in the Award Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration date determined by Section 6(e) of the Plan), as set forth in Section 6(i)(ii) of the Plan.

Transferability. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator in its sole discretion makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, (iii) or as permitted by Rule 701 of the Securities Act.

Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator shall make such adjustments to an Award as required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

6.	Grant of Award. No Award will be granted to a resident of California more than ten (10) years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the Members.

EX-10.5 12 d653603dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

ZHAOPIN LIMITED

2013 GLOBAL SHARE PLAN

(Adopted by the Company’s Board of Directors on 28 June, 2013)

(Approved by the Company’s Members on 28 June, 2013)

2. Definitions. For the purposes of this Plan, the following terms shall have the following meanings:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(e) “Board” means the Board of Directors of the Company.

(f) “Change in Control” means the occurrence of any of the following events:

(g) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(i) “Company” means Zhaopin Limited, a Cayman Islands exempted company, or any successor corporation thereto.

(j) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(k) “Date of Grant” means the date an Award is granted to a Participant in accordance with Section 14 hereof.

(l) “Director” means a member of the Board.

(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(p) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(r) “Fair Market Value” means, as of any date, the value of the Shares determined as follows:

(iii) in the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator in accordance with Applicable Law.

(t) “Member” means an owner of Shares.

(u) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(w) “Parent” means a “parent corporation” with respect to the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.

(x) “Participant” means the holder of an outstanding Award granted under the Plan, or the holder of Shares issuable or issued pursuant to the exercise of an Award.

(y) “Plan” means this 2013 Global Share Plan, as amended from time to time.