EX-99.4

AS CONFIDENTIALLY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON JULY 4, 2012

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

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

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. ¨

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. Neither we nor the selling shareholders may 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.

This is an initial public offering of Zhaopin Limited. We are offering American depositary shares, or ADSs, and the selling shareholders named in this prospectus are offering an additional ADSs, of Zhaopin Limited. Each ADS represents of our ordinary share(s), par value US$0.01 per share. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.

Prior to this offering, there has been no public market for our ADSs or our 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 will therefore be subject to reduced reporting requirements.

Investing in our ADSs involves risks. See “Risk Factors” beginning on page 17.

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.

We and the selling shareholders have granted the underwriters an option to purchase up to an aggregate of additional ADSs from us and the selling shareholders 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.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2012.

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, the selling shareholders nor the underwriters have authorized anyone to provide you with different information. We and the selling shareholders 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, the selling shareholders 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 , 2012 (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.

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

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 RMB6.2975 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 30, 2012. 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 iResearch China Online Recruitment Research Report (2011), 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 and fast-growing online recruitment services provider in China. We were China’s second largest online recruitment services provider in terms of revenues in 2010 and achieved the fastest growth among major industry participants as measured by market share in terms of revenues from 2008 to 2010, according to the iResearch Survey. Our market share in terms of revenues in China’s online recruitment services market increased from 17.3% in 2008 to 20.0% in 2009 and to 23.5% in 2010, according to the iResearch Survey.

Since our inception in 1994, we have capitalized on our early-mover advantage to build a leading online recruitment services brand in China. Our “Zhaopin” (“ LOGO ”) brand, which means “hire” or “recruit” in Chinese, has contributed to our success and rapid growth. In 2010, we were ranked second in the iResearch Survey in the following categories: “most frequently used job-search website,” “most trustworthy information,” “most professional recruitment services” and “most able to satisfy job seekers’ needs” in China. In a number of regions, such as the northern, northeastern and central parts of China, our website is the most frequently used job-search website, according to the iResearch Survey.

Leveraging our strong brand and long history in online recruitment services, we have established a large and active online employment marketplace that connects job seekers and employers. The quality and quantity of the job seekers and resumes in our marketplace attract an increasing number of employers to utilize our services. This in turn leads to more job seekers turning to us as their primary job-search channel, creating strong network effects and significant entry barriers for potential competitors.

Benefiting from our strong brand and leading market position as well as our focus on online recruitment services, we have achieved significant growth in our operations in recent years, as highlighted by the following data:

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Approximately 7.2 million job postings were placed on our website by 207,562 unique employers in 2011, representing increases of 135.2% and 99.8%, respectively, from 2009;

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Approximately 38.9 million completed resumes were available in our database as of March 31, 2012, representing an increase of 87.9% from December 31, 2009;

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One completed resume was added to our database approximately every 3.7 seconds on average in 2011, as compared to every 5.3 seconds in 2009;

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We had approximately 53.5 million registered users as of March 31, 2012, representing an increase of 91.0% from December 31, 2009;

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Our website had approximately 1.3 million daily unique visitors on average in 2011, representing an increase of 74.1% from 2009; and

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We maintain extensive local sales and service capabilities with more than 1,700 sales and account management representatives located in our 28 regional offices across China and our call center in Beijing, in each case as of March 31, 2012.

We provide a broad range of recruitment and recruitment-related services, including online recruitment services, campus recruitment, executive search, print advertising and other human resources related services. Through our zhaopin.com website, we deliver our online recruitment services, including recruitment advertisements, resume download services and other online recruitment services. Our campus recruitment services are provided to employers seeking to recruit college and university students and typically involve selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with potential candidates. Our executive search services are offered to employers seeking to fill mid-level professional, managerial and junior executive positions. We also publish city-specific job openings in our Zhilian Zhaopin Weekly and Zhilian Zhaopin Special, which are distributed as inserts in local newspapers. Our other human resources related services include candidate assessment tests and other value-added services. Our customers include multinational corporations, small- and medium-sized private businesses, state-owned enterprises, government agencies and educational institutions in China.

We focus primarily on providing online recruitment services, which are highly scalable and have faster growth and higher gross margin than traditional off-line recruitment services. Revenues from our online recruitment services accounted for 75.8%, 78.1% and 83.5% of our total revenues in 2009, 2010 and 2011, respectively, and have increased at a compound annual growth rate, or CAGR, of 63.1% over this period. In the three months ended March 31, 2012, our online recruitment services revenues accounted for 83.3% of our total revenues. As a result of the increasing contribution from our online business, our overall gross margin increased from 83.3% in 2009 to 88.4% in 2010 and to 91.8% in 2011, and from 89.1% in the first three months of 2011 to 90.4% in the first three months of 2012.

We have experienced significant increases in revenues in recent years. Our total revenues increased from RMB313.1 million in 2009 to RMB513.3 million in 2010 and to RMB756.5 million (US$120.2 million) in 2011, representing a CAGR of 55.5%. Our total revenues for the first three months of 2012 were RMB204.6 million (US$32.5 million), a 24.9% increase from our total revenues of RMB163.8 million in the first three months of 2011. We recorded net income of RMB163.7 million (US$26.0 million) in 2011, as compared to net income of RMB0.3 million in 2010 and net losses of RMB77.3 million in 2009. Our net income for the first three months of 2012 was RMB35.0 million (US$5.6 million), an 87.7% increase from RMB18.6 million in the same period in 2011. The net loss or income amounts include the impact of non-cash charges associated with share-based compensation expenses in an aggregate amount of RMB4.2 million in 2009, RMB13.6 million in 2010, RMB7.2 million (US$1.1 million) in 2011 and RMB2.5 million (US$0.4 million) in the first three months of 2012.

Our Industry

The recruitment services industry in China has experienced significant growth, driven primarily by favorable macroeconomic factors, including strong economic growth, continuing urbanization, a structural shift towards an industry- and service-based economy and a shortage of skilled and educated labor. With China’s economy becoming more market-oriented and competitive, employers are increasingly recognizing the need to improve their effectiveness in attracting skilled employees, driving the demand for recruitment services.

Traditionally, off-line recruitment services, such as job fairs and print advertising, were the main recruiting channels in China. However, the online recruitment market has grown significantly as a result of (i) the continued increase in internet penetration in China, (ii) the unique advantages of online recruitment over off-line recruitment that better address the evolving and increasingly sophisticated needs of both job seekers and employers and (iii) growing acceptance of using online recruitment services among job seekers and employers in China.

Our Strengths

We are a leading and fast-growing online recruitment services provider in China. We believe the following competitive strengths have contributed to our success:

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leading and dedicated online recruitment services provider in China with rapid growth and strong network effects;

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scalable business model with high operating and capital efficiency;

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localized sales and service teams with deep human resources expertise and a nationwide footprint; and

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highly experienced management team backed by a strategic investor with extensive industry experience.

Our Strategies

Our near-term goal is to continue to grow rapidly and profitably and gain more market share, and we aspire to become the leading online recruitment services provider in China in the future. To achieve our goal, we plan to pursue the following strategies:

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expand our market share by increasing the number of unique employers and job postings and capturing a larger share of employers’ recruitment budgets;

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attract and retain job seekers using our website through continued investment in our brand and marketing initiatives;

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continue to build loyalty from employers and job seekers by further enhancing user experience; and

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explore new service delivery channels and expand our service offerings.

Our Challenges

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

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potential slowdowns or other adverse developments in the PRC economy or the recruitment services industry;

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significant competition in our industry, including intense competition from existing competitors or new entrants to the recruitment market;

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continued acceptance of the internet as an effective recruitment medium and the stability and reliability of our technology and infrastructure;

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

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our ability to accurately assess our operating performance and form appropriate corporate growth strategies;

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

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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:

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risks associated with our control of our 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 as direct ownership;

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risks associated with operating beyond the authorized scope of business or lacking necessary permits and registrations, which may subject us to penalties and have a material adverse impact on our business and results of operations. We have not fully complied with relevant PRC regulations requiring certain licenses or permits for our operations; and

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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 these different 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 a joint venture. Our recruitment services involve different aspects of PRC laws and regulations, including advertising, human resources and internet. 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 subsidiaries; (ii) our consolidated affiliated entities; and (iii) our joint venture, of which we hold a 90% equity interest and one of our consolidated affiliated entities holds the remaining 10%. For the year ended December 31, 2011 and the three months ended March 31, 2012, we derived 79.0% and 80.8% of our total revenues from our wholly-owned subsidiaries and joint venture and 21.0% and 19.2% from our consolidated affiliated entities through contractual arrangements, respectively. To the extent permissible under applicable rules and regulations, we intend to conduct our human resources business through branch offices of Beijing Wangpin, our joint venture, instead of relying on contractual arrangements with our consolidated affiliated entities.

(3)	The 12 consolidated affiliated entities listed in this box are jointly owned by Mr. Guanzhu Wang and Mr. Hao Liu, with the percentages of their respective ownerships set forth below.


	Percentage of Ownership
Entities	Guanzhu Wang			Hao Liu
Wuhan Zhilian Rencai Advertising Co., Ltd.		10	%		90	%
Shanxi Zhilian Advertising Co., Ltd.		20	%		80	%
Jinan Zhilian Wangpin Advertising Co., Ltd.		90	%		10	%
Sichuan Zhilian Advertising Co., Ltd.		10	%		90	%
Changchun Zhilian Advertising Co., Ltd.		40	%		60	%
Changchun Zhilian Human Resources Service Co., Ltd.		4	%		96	%
Shenyang Zhilian Wangpin Advertising Co., Ltd.		40	%		60	%
Shenyang Zhilian Recruitment Service Co., Ltd.		40	%		60	%
Qingdao Zhilian Advertising Co., Ltd.		40	%		60	%
Dalian Zhilian Advertising Co., Ltd.		40	%		60	%
Tianjin Zhilian Advertising Co., Ltd.		40	%		60	%
Hangzhou Wangpin Advertising Co., Ltd.		40	%		60	%

(4)	The three consolidated affiliated entities listed in this box are jointly owned by Zhilian Wangpin (Beijing) Technology Co., Ltd. and Mr. Hao Liu, with the percentages of their respective ownerships set forth below:


	Percentage of Ownership
Entities	Zhilian Wangpin (Beijing) Technology Co., Ltd.			Hao Liu
Fuzhou Zhilian Advertising Co., Ltd.		49	%		51	%
Harbin Zhilian Wangcai Advertising Co., Ltd.		51	%		49	%
Xiamen Zhilian Wangpin Commercial Service Co., Ltd.		49	%		51	%

We currently have three wholly-owned subsidiaries in China, i.e., Zhilian Wangpin (Beijing) Technology Co., Ltd., or Zhilian Wangpin, Wangpin Information Consulting (Shanghai) Co., Ltd., or Wangpin Information, 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. 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 Wangpin Information includes technology consulting on computer websites, web page production and maintenance; technology consulting on database development and maintenance; and technology consulting on network development and network safety. 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.

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 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 its results of operations, financial position and cash flows. As a result of our controlling interests, we also consolidate Beijing Wangpin’s results of operations, financial position and cash flows. 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.

We currently have 16 consolidated affiliated entities in China, including Zhilian Sanke, which is our website operator and internet content provider and holds an internet content provider license, or ICP license. 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:

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

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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

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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 Fuzhou Zhilian Advertising Co., Ltd., Harbin Zhilian Wangcai Advertising Co., Ltd. and Xiamen Zhilian Wangpin Commercial Service 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, for the years ended December 31, 2009, 2010 and 2011 and for the three months ended March 31, 2012. 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. 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.

As of the date of this prospectus, we have not collected any dividends from our PRC subsidiaries. In 2011, we received service fees of RMB7.6 million (US$1.2 million) from our consolidated affiliated entities. In addition, eight of our consolidated affiliated entities have registered its equity pledge with the relevant local administration for industry and commerce and the remaining eight have not made such registrations. The lack of registration of the equity pledges does not affect our ability to enforce the duly executed 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 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 year ended December 31, 2011 and for the three months ended March 31, 2012, the consolidated affiliated entities that have not registered their equity pledges contributed 8.2% and 6.0% of our total revenues, respectively. As of the date of this prospectus, eight of our consolidated affiliated entities that have not registered equity pledges have a total registered capital of RMB4.3 million (US$0.7 million). We are preparing necessary documents required by local authorities to register the equity pledges of these eight consolidated affiliated entities, but it is difficult to predict how long it will take 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 website is www.zhaopin.com. The information contained on our website is 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 offered by the selling shareholders		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		shares (or shares if the over-allotment option is exercised in full).

The ADSs		Each ADS represents ordinary shares.

		The depositary will hold the 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 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 and the selling shareholders have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of 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.



		We plan to use approximately US$ million of the net proceeds received from this offering for geographic expansion, US$ million for product development, US$ million to upgrade our website and information technology system and the balance for working capital and general corporate purposes, including strategic investments and potential acquisition opportunities, though we are not currently negotiating any such investment or acquisition. We will not receive any proceeds from the ADSs sold by the selling shareholders. See “Use of Proceeds” for more information.

Conflicts of Interest		Macquarie Zhaopin Holdings Limited, an affiliate of Macquarie Capital (USA) Inc., beneficially owns in excess of 10% of our outstanding ordinary shares [and, as a selling shareholder, may receive more than 5% of the aggregate net proceeds from this offering]. Because Macquarie Capital (USA) Inc. is a participating underwriter in this offering, a “conflict of interest” is deemed to exist under the applicable provisions of Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121. FINRA Rule 5121 requires that a “qualified independent underwriter” participate in the preparation of this prospectus and the registration statement that includes this prospectus and exercise the usual standards of due diligence in respect thereto. Credit Suisse Securities (USA) LLC is serving in that capacity. For more information, see “Conflicts of Interest.”

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

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 85,544,502 ordinary shares immediately prior to the completion of this offering;

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excludes ordinary shares issuable upon the exercise of options outstanding as of , 2012 under our stock option plans; and

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excludes ordinary shares reserved for future issuance under our stock option plans as of , 2012.

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 presented below for the years ended December 31, 2009, 2010 and 2011 and our balance sheet data as of December 31, 2009, 2010 and 2011 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 presented below for the three months ended March 31, 2011 and 2012 and our summary consolidated balance sheet data as of March 31, 2012 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all normal and recurring adjustments that we consider necessary for a fair statement of our financial position and operating results for the periods presented except as permitted for interim financial statements.

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


	For the year ended December 31,												For the three months ended March 31,
	2009			2010			2011						2011			2012			2012
	RMB			RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except number of shares and per share data)
Summary Consolidated Statements of Operations Data
Revenues:
Online recruitment services		237,343			400,722			631,356			100,312			133,614			170,399			27,058
Campus recruitment services		20,918			38,039			49,601			7,881			12,397			18,743			2,976
Executive search services		24,954			31,364			34,137			5,424			6,074			8,454			1,342
Print advertising services		21,009			24,870			22,815			3,625			8,571			4,535			720
Other human resources related services		8,833			18,334			18,640			2,962			3,131			2,453			390

Total revenues		313,057			513,329			756,549			120,204			163,787			204,584			32,486
Less: Business tax and related surcharges		(17,466	)		(30,372	)		(44,253	)		(7,031	)		(9,519	)		(12,111	)		(1,923	)

Net revenues		295,591			482,957			712,296			113,173			154,268			192,473			30,563
Cost of services(1)		(49,333	)		(55,955	)		(58,550	)		(9,303	)		(16,868	)		(18,535	)		(2,943	)

Gross profit		246,258			427,002			653,746			103,870			137,400			173,938			27,620

Operating expenses:
Sales and marketing expenses(1)		(232,918	)		(293,590	)		(351,023	)		(55,772	)		(83,710	)		(97,729	)		(15,519	)
General and administrative expenses(1)		(89,961	)		(133,546	)		(130,068	)		(20,666	)		(28,840	)		(38,664	)		(6,140	)

Total operating expenses		(322,879	)		(427,136	)		(481,091	)		(76,438	)		(112,550	)		(136,393	)		(21,659	)


	For the year ended December 31,												For the three months ended March 31,
	2009			2010			2011						2011			2012			2012
	RMB			RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except number of shares and per share data)
(Loss)/income from operations		(76,621	)		(134	)		172,655			27,432			24,850			37,545			5,961
Foreign currency exchange loss		(112	)		(396	)		(116	)		(18	)		(62	)		(4	)		(1	)
Interest income		695			708			8,880			1,411			922			4,338			689
Gain from disposal of investment held at cost (related party transaction)		—			—			7,845			1,246			—			—			—
Other (expenses)/income, net		(175	)		1,316			1,704			271			12			(20	)		(3	)

(Loss)/income before income tax expenses		(76,213	)		1,494			190,968			30,342			25,722			41,859			6,646
Income tax expenses		(1,134	)		(1,223	)		(27,317	)		(4,340	)		(7,086	)		(6,874	)		(1,092	)

Net (loss)/income		(77,347	)		271			163,651			26,002			18,636			34,985			5,554
Income allocated to participating preferred shareholders		—			(265	)		(159,862	)		(25,399	)		(18,204	)		(34,175	)		(5,427	)

Net (loss)/income attributable to ordinary shareholders		(77,347	)		6			3,789			603			432			810			127

Net (loss)/income per share:
—Basic		(38.15	)		0.00			1.87			0.30			0.21			0.40			0.06
—Diluted		(38.15	)		0.00			1.64			0.26			0.19			0.34			0.05
Weighted average number of shares used in computing net (loss)/income per share:
—Basic		2,027,681			2,027,681			2,027,681			2,027,681			2,027,681			2,027,681			2,027,681
—Diluted		2,027,681			95,516,823			99,727,399			99,727,399			96,623,652			103,234,663			103,234,663

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


	For the year ended December 31,								For the three months ended March 31,
	2009		2010		2011				2011		2012		2012
	RMB		RMB		RMB		US$		RMB		RMB		US$
	(in thousands, except number of shares and per share data)
Allocation of share-based compensation expense:
Cost of services		51		85		168		27		22		119		19
Sales and marketing expenses		743		915		779		124		149		770		122
General and administrative expenses		3,388		12,597		6,270		996		1,549		1,564		248

The following table presents a summary of our balance sheet data as of December 31, 2009, 2010 and 2011 and March 31, 2012.


	As of December 31,												As of March 31,
	2009			2010			2011						2012						2012
													Actual						Pro forma(1)
	RMB			RMB			RMB			US$			RMB			US$			RMB		US$
	(in thousands)
Summary Consolidated Balance Sheet Data:
Cash		97,622			235,206			516,278			82,028			560,569			89,015			560,569		89,015
Total current assets		137,632			305,566			596,871			94,833			649,511			103,139			649,511		103,139
Property and equipment, net		21,127			15,605			25,512			4,054			27,844			4,422			27,844		4,422
Total assets		177,873			323,101			624,366			99,202			679,587			107,915			679,587		107,915
Total current liabilities		139,189			275,457			414,431			65,845			433,072			68,771			433,072		68,771
Total mezzanine equity		957,803			957,803			957,803			152,180			957,803			152,092			—		—
Total shareholders’ (deficit)/equity		(925,766	)		(921,305	)		(750,674	)		(119,269	)		(713,268	)		(113,262	)		244,535		38,830

(1)	Reflects the automatic conversion of all of our preferred shares into ordinary shares 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 year ended December 31,						For the three months ended March 31,
	2009		2010		2011		2011		2012
Number of unique employers(1)		103,900		169,066		207,562		119,631		141,952
Number of job postings(2) (in thousands)		3,042		5,232		7,156		1,664		2,196

	As of December 31,						As of March 31,
	2009		2010		2011		2011		2012
Number of completed resumes(3) (in thousands)		20,704		27,782		36,208		29,783		38,897
Number of registered users(4) (in thousands)		28,007		37,050		50,039		39,563		53,484

(1)

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

(2)

We calculate the number of job postings during a specified period by counting the number of job postings newly placed by employers 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)	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 job seeker to provide before we make the resume available to employers, such as educational background, work history, qualifications and contact information.

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

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.

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 crisis in China could have an indirect, but 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 could experience a financial or economic crisis in a manner and scale similar to what the United States and other developed countries have experienced. Nonetheless, 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 PRC economy is slowing down, which weighs on enterprises in China, including us. In May 2012, the PRC central bank lowered the reserve-requirement ratio for PRC banks, which is believed to encourage economic growth after certain data revealed weakening economic momentum. 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 win 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 business, including from direct competitors, such as 51job.com and to a lesser extent, ChinaHR.com, and from local job-search websites, such as cjol.com. Other large internet companies, such as baidu.com, have also entered the market for online recruitment services. In addition, we face competition from professional networking websites, such as LinkedIn, and existing participants in the off-line recruitment industry who may develop online recruitment services and products.

We compete with these entities for both job seekers and employers. 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 job seekers and employers, 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 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.

We rely on the internet for a majority of our revenues. Currently, internet access in China tends to be more expensive, slower and subject to many social and political uncertainties, and suffers from a more limited capacity 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 employers. We have conducted and may continue to conduct various marketing and brand promotion activities through various means, 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 job seekers and employers, 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 job seekers and employers. Employers are the primary source of our revenues. A key factor in attracting and retaining employers is our ability to grow our resume database and attract and retain high-quality job seekers. A key factor in attracting and retaining job seekers, in turn, is maintaining and increasing the number of employers using our services and the number of job postings on our website.

To satisfy both job seekers and employers, we need to continue to improve our user experience as well as innovate and introduce products and services that job seekers and employers 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 further explore new service delivery channels, such as mobile computing and social networking, to supplement our current delivery platform. As new devices and new platforms are continually being released, it is difficult to predict the problems we may encounter in developing versions of our solutions for use on these alternatives, and we may need to devote significant resources to the creation, support and maintenance of our solutions for such devices.

We cannot assure you that our initiatives to improve our user experience will always be successful. We cannot predict whether our new products or service offerings and delivery methods will be well accepted by job seekers and employers, 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 job seekers and employers, 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 had a net loss of RMB77.3 million in 2009, and recorded net income of RMB0.3 million, RMB163.7 million (US$26.0 million) and RMB35.0 million (US$5.6 million) in 2010 and 2011 and for the three months ended March 31, 2012, respectively. In addition to the impact of economic uncertainty in China resulting from the global financial crisis, our results of operations for the past three years were primarily affected by costs and expenses required to build, operate and expand our website, grow our employer and job seeker base, promote our brand and develop our products and services. 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 employer and job seeker bases. We anticipate that expenses associated with our sales force, which numbered 1,779 as of March 31, 2012, will continue to grow as we expand into new markets. We may continue to 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 an evolving industry, such as the online recruitment services industry in China. 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 have increased from RMB313.1 million in 2009 to RMB756.5 million (US$120.2 million) in 2011 and from RMB163.8 million for the three months ended March 31, 2011 to RMB204.6 million (US$32.5 million) for the three months ended March 31, 2012. Our anticipated future growth will likely place significant demands 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 manage our operations as they continue to grow, or if the quality of our services deteriorates due to mismanagement, we could significantly damage our brand name and reputation, which would adversely affect our business, financial condition and results of operations.

If we are unable to maintain and expand our scale of operations with respect to our online recruitment business, our results of operations may be materially and adversely affected.

To drive employer and job seeker acceptance of our website as an attractive platform for posting and finding jobs, we need to maintain a critical mass of job postings and resumes as well as high-quality employers and job seekers. If we cannot maintain such a critical mass, we will not to be able to operate a robust marketplace that attracts employers and job seekers. In addition, our ability to achieve desired operating margins in our recruitment business depends largely on our success in 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 costs and office rental costs. Our variable costs typically include campus recruitment sub-contracting costs, print publishing and distribution expenses and candidate assessment sub-contracting expenses. 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 is insignificant and we can serve additional employers and job seekers 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 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 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 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 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 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 employers 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 talents, 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 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 not maintain good working relations with our board or with other team members, which could result in management turnovers. For example, in July 2010, we terminated the employment agreements with certain former executives, including our chief executive officer and chief operating officer at the time. This resulted in a temporary disruption to our business operations. If we are unable to retain the services of our current senior management team or other key personnel, our business may be disrupted 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 general personnel with relevant experience and expertise. Some of our competitors, especially new market entrants, have tried and, in some cases, succeeded in luring our employees by offering higher compensation.

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.

Concerns about our collection and use of personal data and other privacy-related matters could damage our reputation and deter employers and job seekers 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 job seekers, 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 employers and job seekers, which could adversely affect our business, financial condition and results of operations.

We are exposed to potential legal liability from both job seekers and employers, 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 employers and job seekers. 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 employers to submit their government-issued business licenses to us before we post 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, employers may fail to remove postings for positions that have been filled, and companies may use our websites to market their brands and post positions that are not available. Also, while we require employers to submit their government-issued business licenses, we cannot assure you that the supporting documentation provided to us is entirely true. 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 job seekers or any government entity, if we are found to fail to protect job seekers 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.

Furthermore, for our executive search services, if we recommend a candidate who subsequently proves unsuitable for the position filled, the relevant employer 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, employers or job seekers 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 employers, job seekers or third parties.

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

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 increased risk of intellectual property infringement. 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 in China and abroad, 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 employers 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. We also publish city-specific job openings in our Zhilian Zhaopin Weekly and Zhilian Zhaopin Special, which are distributed as inserts in local newspapers. For our campus recruitment business, we need to maintain good relationships with the schools from which employers 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 print advertising business, we rely on the local newspapers for the distribution of our print recruitment advertisements. In addition, we utilize third-party test designers to create our assessment tests and third-party interviewers to provide evaluations.

In general, we rely on the operations of our third-party vendors and may not have any control over the costs of the services they provide. Third-party service providers may raise their prices, which may not be commercially 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 use of our services and damage our reputation and brand names.

Our online systems, including our zhaopin.com website, and our other software applications, products and systems could contain undetected errors, or “bugs,” that could adversely affect their performance. Additionally, we regularly update and enhance our website and our other online systems and introduce new versions of our software products and applications. The occurrence of errors in any such update or enhancement may cause disruptions in our services and may, as a result, cause us to lose market share, damage our reputation and brand name and materially and adversely affect our business.

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 2008, we have experienced one attack from an unidentified source, which caused our website to be temporarily unavailable. Since then, we have strengthened our web security and have not experienced any major attack.

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.

If we are unable to accurately assess our operating performance, 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 employers, 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 employers whose contracts with us have expired. Any particular job posting placed on our website may include more than one job opening or position. However, job seekers, 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, job seekers 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. 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.

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:

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 three years ended December 31, 2011, we and our independent registered public accounting firm identified one material weakness and one significant deficiency in our internal control over financial reporting, as defined in AU 325, Communicating Internal Control Related Matters Identified in an Audit, of the AICPA Professional Standards. A material weakness is a deficiency, or combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of our company’s financial statements will not be prevented, or detected and corrected on a timely basis.

The material weakness identified relates to the lack of sufficient accounting personnel with appropriate understanding of U.S. GAAP accounting issues and the SEC reporting requirements. The material weakness resulted in audit adjustments and corrections to our financial statements. We plan to take 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 significant deficiency 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 December 31, 2013. In addition, our independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting following the date on which we cease to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of this offering. Our management may conclude that our internal control over financial reporting is not effective due to our failure to cure the identified material weakness and significant deficiency or otherwise. Moreover, once auditor attestation is required, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our internal control over financial reporting or the level at which our internal control over financial reporting is documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting obligations as a public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

Because we recognize most of the revenues from our online recruitment services and print advertising businesses 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 and print advertising businesses 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 the National Day holiday in October, 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 first 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 employers as well as their perceptions of the job market. We also have observed seasonal campus recruitment activity by employers in the fourth quarter of each 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.

Four of our consolidated affiliated entities and Shenzhen branch of Guangdong Zhilian Culture & Media Co., Ltd. have yet to obtain human resources service licenses, Xiamen Zhilian and Wangpin Information have operated beyond their authorized scope of business, a branch office of Beijing Wangpin has not yet obtained a human resources license, and another branch office has not been registered with the relevant PRC government authority. Such non-compliance may subject us to penalties and have a material adverse impact on our business and results of operations.

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. PRC entities are also required to operate their businesses within the business scope authorized by the local authorities. However, the PRC government has not provided clear guidance on whether the business conducted by our consolidated affiliated entities can be deemed as provision of “advertising service” or constitutes “human resource service”. One of our consolidated affiliated entities, Xiamen Zhilian Wangpin Commercial Service Co., Ltd., or Xiamen Zhilian, has been providing human resources related services without such human resources service license. In the three months ended March 31, 2012, Xiamen Zhilian contributed 0.5% of our total revenues. Under relevant PRC regulations, Xiamen Zhilian should obtain a human resources service license before providing services. Three of our affiliated entities have been providing recruitment advertisement services under their respective business licenses covering advertising services but without human resources service licenses. These three entities are Tianjin Zhilian Advertising Co., Ltd., or Tianjin Zhilian, Jinan Zhilian Wangpin Advertising Co., Ltd., or

Jinan Zhilian, and Fuzhou Zhilian Advertising Co., Ltd., or Fuzhou Zhilian, each contributing 1.7%, 2.0% and 0.8%, respectively, of our total revenues for the three months ended March 31, 2012, and together, contributing 4.5% of our total revenues for the three months ended March 31, 2012. We are in the process of setting up branch offices in Xiamen and Fuzhou for our joint venture, Beijing Wangpin, and plan to gradually transition the business operations of Xiamen Zhilian and Fuzhou Zhilian to such branch offices. Beijing Wangpin holds a human resources service license. We are also in the process of transitioning the businesses of Jinan Zhilian to Beijing Wangpin’s branch office in Jinan, which already has a human resources service license. In addition, we are in the process of obtaining a human resources license for a new branch office of Beijing Wangpin in Hefei, which contributed approximately 0.4% of our total revenues for the three months ended March 31, 2012. We are also setting up a new branch office for Beijing Wangpin in Shenzhen in order to transfer the business of Shenzhen branch of Guangdong Zhilian Culture & Media Co., Ltd., which Shenzhen branch has been providing human resources related services without a human resources service license and contributed approximately 4.2% of our total revenues for the three months ended March 31, 2012. Under PRC law, 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. In addition, companies engaging in services outside their authorized business scope may be ordered to complete a registration for change of business scope within a given period. Failing to do so may result in a fine ranging from RMB10,000 to RMB100,000 per entity. In 2004, Wangpin Information was fined RMB84,000 and approximately RMB160,000 in profits, representing 0.4% of our total operating profits in 2004, were confiscated by the local branch of the PRC State Administration of Industry and Commerce, or the SAIC, for conducting business beyond its authorized scope of business. Since 2004, Wangpin Information has terminated its business in human resources services operations, advertisement and internet information publication.

Furthermore, PRC laws and regulations require us to register our branch offices with the local administration of industry and commerce before commencing operations. We historically opened branch offices when we were in the process of registering these branch offices with the local government authorities to accommodate local customers’ needs. However, because the time needed to finish paperwork and the administrative process to complete the registration are often beyond our control, we have experienced prolonged registration processes. As of the date of this prospectus, we are in the process of registering our branch office in Kunming, and cannot predict with reasonable certainty when we will complete the registration. The branch office in Kunming contributed less than 0.1% of our total revenues for the three months ended March 31, 2012. No penalty has been imposed on us to date. According to the PRC Company Law, if an entity presents itself as a branch office without registration, it may be ordered to rectify the non-compliance or terminate its business operations and a fine of not more than RMB100,000 may be imposed on it.

We are in the process of remediating such non-compliance, including setting up branch offices for Beijing Wangpin to take over the human resources related business, applying for human resources service licenses with local authorities or by expanding the authorized business scope to cover our current business. We have submitted applications for human resources service license with local authorities for the branch offices of Beijing Wangpin in Hefei and Tianjin as well as the Shenzhen branch of Guangdong Zhilian Culture & Media Co., Ltd. We are currently setting up branch offices for Beijing Wangpin in Xiamen and Fuzhou and plan to transition the businesses of Xiamen Zhilian and Fuzhou Zhilian to such branch offices when they are set up.

As of the date of this prospectus, our applications are being reviewed by the local authorities. We have been requested to provide supplemental documents to the local authorities and some of our staff have been requested to take certain human resources qualification examinations administered by such local authorities. The reviewing process varies from city to city and, based on our historical experiences in other cities, may take up to six months. However, we cannot assure you that the registration or application process will be completed in such amount of time or at all, or that we will not be fined as a result of our non-compliance.

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.

We may be subject to fines for failing to timely pay the registered capital of our subsidiary, which may expose us to penalties and have an adverse effect on our business.

The registered capital of Zhilian Yipin Beijing Technology Co., Ltd., or Zhilian Yipin, one of our PRC subsidiaries, is US$29.0 million. To date, we have only paid in US$20.5 million towards its registered capital. This is because we believe the US$20.5 million paid-in capital held by Zhilian Yipin is sufficient to support its operations, if any, and additional registered capital is no longer necessary, and we have applied for approval from the relevant governmental authorities to reduce the registered capital of Zhilian Yipin to US$20.5 million. PRC laws and regulations allow companies to reduce their registered capital, subject to approval by the shareholders and competent authorities. We cannot predict when and whether we would get such approval with reasonable certainty. Under the PRC laws and regulations, failure to timely pay in the registered capital may subject us to fines ranging from 5% to 15% of the overdue amount, which could be between US$425,000 and US$1,275,000. While we have not received any notice of noncompliance or fines from the governmental authorities, we cannot assure you that we will not be fined by the administration of industry and commerce even if we receive approval to reduce the registered capital of Zhilian Yipin. Prior to completing the registered capital reduction, we may be subject to further limitations, including in relation to collecting dividends from Zhilian Yipin. As of the date of the prospectus, Zhilian Yipin holds the US$20.5 million paid-in capital, but has not conducted any business operations since its establishment and does not plan to conduct any business in the near future. As a result, Zhilian Yipin has not accumulated any profits from which we may collect dividends under the PRC laws and regulations. Even if Zhilian Yipin had accumulated any profits, our ability to collect dividends from Zhilian Yipin may be limited prior to completing the registered capital reduction subject to approvals of relevant government authorities.

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

The economy of China has been experiencing significant growth, leading to inflation and increased labor costs. China’s consumer price index, the broadest measure of inflation, rose 3.6% in March 2012 from the level it was in March 2011. 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 March 31, 2012, we had leased properties in Beijing and 28 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 11 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 the lessor of our leased property in Jinan agreed to indemnify us for damages arising from the lessor’s lack of title. These 11 leases provide a total of 5,341 square meters of office space for our local business, or 19.5% 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.

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.

Our business could be adversely affected by the effects of H1N1 flu, avian flu, 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, the global spread of H1N1 flu resulted in several confirmed infections and deaths in China.

Restrictions on travel resulting from any prolonged outbreak of H1N1 flu, avian flu, SARS or another epidemic or outbreak could adversely affect our ability to market our services to new and existing employers and job seekers throughout China. Our business operations could be disrupted if one of our employees is suspected of having H1N1 flu, avian flu, 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, avian flu, 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 employers and job seekers. In addition, a severe disaster could affect the operations or financial condition of our employers and job seekers and suppliers, which could harm our results of operations.

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 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 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, i.e., Zhilian Wangpin, Wangpin Information, 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 Wangpin Information includes technology consulting on computer website, web page production and maintenance; technology consulting on database development and maintenance; and technology consulting on network development and network safety. 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 three years and will not expire until March 31, 2013 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.”

Although we believe our contractual arrangements are in compliance with current PRC regulations, we cannot assure you that the PRC government will agree that these contractual arrangements comply with existing PRC laws and regulations or with PRC laws and regulations that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. Various media sources have recently reported that the China Securities Regulatory Commission, or the CSRC, prepared a report proposing pre-approval by a competent central government authority of offshore listings by China-based companies with variable interest entity structures, such as ours, that operate in industry sectors subject to foreign investment restrictions. However, it is unclear whether the CSRC officially issued or submitted such a report to a higher level government authority or what any such report provides, or whether any new PRC laws or regulations relating to variable interest entity structures would be adopted or what they would provide. 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:

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 the 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 recently terminated the contractual arrangement with a former consolidated affiliated entity, Henan Wangpin Advertising Co., Ltd., or Henan Wangpin, 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%, 2.1%, 2.0% and 1.8% of our total revenues in 2009, 2010 and 2011 and for the three months ended March 31, 2012, respectively. We are in the process of transitioning the businesses and transferring assets of Henan Wangpin to our newly established branch office of our joint venture in Henan Province, 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 other 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. Eight 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 pledges are only duly created by recording the pledges pursuant to then-effective PRC Security Law and the Contract Law. The equity interests are pledged to secure the performance by our consolidated variable interest entities and their PRC shareholders under our contractual arrangements, such as the business operation agreements and technology development agreements.

Eight of our 16 consolidated affiliated entities have not registered their equity pledge registration, 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. For the year ended December 31, 2011 and for the three months ended March 31, 2012, we derived 21.0% and 19.2% of our total revenues from our consolidated affiliated entities, respectively. For the year ended December 31, 2011 and for the three months ended March 31, 2012, the consolidated affiliated entities that have not registered their equity pledges contributed 8.2% and 6.0% of our total revenues, respectively. As of the date of this prospectus, eight of our consolidated affiliated entities that have not registered equity pledges have total registered capital of RMB4.3 million (US$0.7 million). The lack of registration of the equity pledges does not affect our ability to enforce the duly executed agreements against shareholders of consolidated affiliated entities who have executed the equity pledge agreements. 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 consolidated affiliated entities in good faith. Nevertheless, the lack of registration of the equity pledges does not affect our ability to enforce the duly executed agreements against the current shareholders of our consolidated affiliated entities. 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.

The beneficial owners 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.

Among our 16 consolidated affiliated entities, one entity, Zhilian Sanke, is jointly owned by Mr. Guanzhu Wang and Ms. Yuan Liu; three entities are jointly owned by Zhilian Wangpin and Mr. Hao Liu; and the other 12 entities are jointly owned by Mr. Hao Liu and Mr. Guanzhu Wang. Mr. Hao Liu is a director of our company. Ms. Yuan Liu and Mr. Guanzhu Wang are employees of the Macquarie Group Limited group of companies, and Macquarie Group Limited controls Macquarie Zhaopin Holdings Limited, one of our principal shareholders. Currently, Mr. Hao Liu beneficially owns approximately 9% of the outstanding share capital of our company on an as-converted basis. Compared with his equity interest in the consolidated affiliated entities, Mr. Hao Liu’s equity interest in our company is relatively small. Neither Mr. Guanzhu Wang nor Ms. Yuan Liu owns any of our shares, but because they are affiliated with Macquarie Zhaopin Holdings Limited, one of our principal shareholders, they may have incentives to act in the best interests of Macquarie Zhaopin Holdings Limited when our interests conflict with those of Macquarie Zhaopin Holdings Limited or Ms. Yuan Liu and Mr. Guanzhu Wang themselves.

Although these individuals are contractually obligated, or obligated as a result of their fiduciary duty to our company, to act in good faith and in our best interest, they still have potential conflicts of interest with us. For 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 within ten years after the taxable year when the transactions are conducted. 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 debt we may incur and to pay our operating expenses.

The payment of dividends by entities organized in China is subject to limitations. In particular, regulations in China currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. PRC companies, except for joint ventures, are also required to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to their general reserves until the accumulative amount of such reserves reaches 50% of their registered capital. These reserves are not distributable as cash dividends. In addition, PRC companies, except for joint ventures, may allocate a portion of their after-tax profit to their staff welfare and bonus fund at the discretion of their boards of directors. Our 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 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.

We have urged our shareholders who are PRC citizens or residents to register with SAFE. 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.

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:

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.

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:

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 the purpose of acquiring 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, 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 PRC regulations and approvals. For example:

In addition, the 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, which is usually less than 90 days. 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’ and joint venture’s 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 and 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’ and joint venture’s 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 or joint ventures, all of which are foreign-invested enterprises, has an approved business scope that includes equity investments.

As a result, although we may finance our PRC subsidiaries and 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 joint venture, and none of our PRC subsidiaries and joint venture 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 may result in severe penalties, including substantial fines. This limitation could adversely affect the ability of our PRC subsidiaries and joint venture 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 or joint venture, though we are not currently negotiating any such investment or acquisition.

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, 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 as 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 (“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 or Zhaopin Holding (Cayman) Limited meets all of the conditions above. Each of Zhaopin Limited and Zhaopin Holding (Cayman) Limited is a company incorporated outside the PRC, and each of them 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 a similar corporate structure as ours ever having been deemed to be PRC “resident enterprises” by the PRC tax authorities. Therefore, we believe that neither Zhaopin Limited nor Zhaopin Holding (Cayman) 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 enterprise 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 the 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 lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

On March 28, 2011, the 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.

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 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 under SAT Circular 698 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 under 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.

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 annual evaluation and a review by the relevant PRC government authorities every two years. 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.

In January 2007, SAFE issued implementation rules for the Administrative Measures of Foreign Exchange Matters for Individuals, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. 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 plans 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 “Regulations—Regulation of Foreign Currency Exchange and Dividend Distribution—Circular 7.”

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, joint venture 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, joint venture 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, joint venture 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, joint venture 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 with securities 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 U.S. Public Company Accounting Oversight Board, or the 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 independent registered public accounting firm is located in the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our independent registered public accounting firm is not currently inspected by the PCAOB.

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 independent registered public accounting firm. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in the PRC 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, which may have a material adverse effect on our ADS price.

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.

The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters and may bear no relationship to the market price for our ADSs after this initial public offering. We 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 Jumpstart Our Business Startups Act of 2012 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 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, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009 and the second and third quarters of 2011, 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:

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.

The net proceeds from this offering may be used for our geographic expansion, product development and upgrading of our information technology system and website, and otherwise for general corporate purposes, including working capital. We may also use a portion of the net proceeds for strategic investments and potential acquisition opportunities, although we are not currently negotiating any such investment or acquisition. 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.

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 U.S. Securities Act of 1933, as amended, or 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.

In addition, certain of our shareholders have the right to cause us to register the sale of their shares under the Securities Act upon the occurrence of certain circumstances. See “Description of Share Capital—Registration Rights.” Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration of these shares. Sales of these registered shares in the public market could cause the price of our ADSs to decline.

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:

SEEK, our largest shareholder as of the date of this prospectus, intends to seek to obtain the right to appoint a majority of our board of directors after this offering as long as it owns more than 40% of our total outstanding shares. We expect that SEEK will obtain the right to appoint a majority of our board of directors under certain conditions, and we will rely on the home country practice with respect to the majority independent board 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 preferred shares are automatically converted into ordinary shares upon the completion of this offering, assuming that the underwriters do not exercise their over-allotment option, SEEK International Investments Pty Ltd., or SEEK, and Macquarie Zhaopin Holdings Limited, together with our other executive officers and directors, will beneficially own approximately million ordinary shares, or approximately of our outstanding ordinary shares. Accordingly, SEEK and Macquarie Zhaopin Holdings Limited could 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. In cases where their interests are aligned and they vote together, these shareholders will also have the power to prevent or cause a change in control. Without the consent of some or all of these shareholders, 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 upon 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.

Certain actions require the approval of a supermajority of at least two-thirds of our board of directors which, among other things, would allow our non-independent directors to block a variety of actions or transactions, such as a merger or asset sale, even if all of our independent directors unanimously voted in favor of such action, thereby further depriving our shareholders of an opportunity to sell their shares at a premium. See “Description of Share Capital—Ordinary Shares—Voting Rights.”]

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 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 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 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.

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.

Depending upon the value of our assets, which may be determined based, in part, on the market value of our ordinary shares and ADSs, and the nature of our assets and income over time, we could be classified as a passive foreign investment company, or a PFIC. Under U.S. federal income tax law, we will be classified as a PFIC for any taxable year if either (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value of our assets (based on the average quarterly value of our assets during the taxable year) is 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 nature 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 will 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 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 treated as 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.

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.

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.

We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in the PRC. In addition, most of our directors and officers reside outside the United States. As a result, it may be difficult for you to effect service of process within the United States or elsewhere outside China upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities 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, impose various requirements on the corporate governance practices of public companies. For as long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies.

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.

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:

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.

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. We will not receive any proceeds from the ADSs sold by the selling shareholders.

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 as follows:

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. 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’ and joint venture’s licenses do not specifically authorize equity investments. As a result, although we may finance our PRC subsidiaries and 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 joint venture, and none of our PRC subsidiaries and joint venture 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 and joint venture 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 or joint venture, though we are not currently negotiating any such investment or acquisition. See “Risk Factors—Risks Related to Doing Business in China—Our PRC subsidiaries’ and joint venture’s 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.”

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.”

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.”

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 March 31, 2012 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, goodwill, 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 March 31, 2012, 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 March 31, 2012 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:

The following table summarizes, on a pro forma basis as of March 31, 2012, the differences between existing shareholders, including holders of our preferred shares that will be automatically converted into ordinary shares immediately upon 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.

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 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.

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 RMB6.2975 to US$1.00, the rate in effect as of March 30, 2011. 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 June 29, 2012, the certified exchange rate was RMB6.3530 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.

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:

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.

Maples and Calder has further advised that a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the 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.

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 a joint venture. Our recruitment services involve different aspects of the PRC laws, including advertising, human resources and internet. 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 subsidiaries; (ii) our consolidated affiliated entities; and (iii) our joint venture, of which we hold a 90% equity interest and one of our consolidated affiliated entities holds the remaining 10%. For the year ended December 31, 2011 and for the three months ended March 31, 2012, we derived 79.0% and 80.8% of our total revenues from our wholly-owned subsidiaries, joint venture and 21.0% and 19.2% from our consolidated affiliated entities through contractual arrangements, respectively. To the extent permissible under applicable rules and regulations, we intend to conduct our human resources business through branch offices of Beijing Wangpin, our joint venture, instead of relying on contractual arrangements with our consolidated affiliated entities.

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

We currently have three wholly-owned subsidiaries in China, i.e., Zhilian Wangpin (Beijing) Technology Co., Ltd., Wangpin Information Consulting (Shanghai) 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. 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 Wangpin Information includes technology consulting on computer website, web page production and maintenance; technology consulting on database development and maintenance; technology consulting on network development and network safety. 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; sale of self-manufactured products.

We conduct our human resources related operations in China primarily through our joint venture, Beijing Wangpin. Beijing Wangpin is a Sino-foreign joint venture that is 90% owned by Zhaopin Limited and 10% owned by 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 its results of operations, financial position and cash flows. As a result of our controlling interests, we also consolidate Beijing Wangpin’s results of operations, financial position and cash flows. 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 branch offices of Beijing Wangpin instead of relying on contractual arrangements with our consolidated affiliated entities.

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 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, 2013 and may be subsequently renewed with the relevant authorities.

As of the date of this prospectus, we have 16 consolidated affiliated entities in China, including Zhilian Sanke, which is our website operator and internet content provider 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:

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 year ended December 31, 2011 and for the three months ended March 31, 2012, we respectively derived 21.0% and 19.2% 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. As of the date of this prospectus, we have not collected any fees or dividends from our PRC subsidiaries and consolidated affiliated entities. 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.”

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, from time to 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 operation 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 other eight consolidated affiliated entities with the competent local branches of the SAIC. 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. Eight 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.

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. 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. 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 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 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 RMB7.4 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.

We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC legal counsel that if the PRC government finds that the agreements that establish the structure for operating our PRC online recruitment, advertising and human resources related businesses do not comply with relevant PRC government restrictions on foreign investment in value-added telecommunications and human resources related services, we could be subject to severe penalties, 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.”

Our selected consolidated statements of operations presented below for the years ended December 31, 2009, 2010 and 2011 and our selected balance sheet data as of December 31, 2009, 2010 and 2011 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the year ended December 31, 2008 and selected consolidated balance sheet data as of December 31, 2008 have been derived from our audited consolidated financial statements not included elsewhere in the prospectus. Our audited consolidated financial statements are prepared in accordance with U.S. GAAP.

We have not included financial information as of and for the years ended December 31, 2007, as such information is not available on a basis that is consistent with the consolidated financial information as of and for the years ended December 31, 2009, 2010 and 2011, and cannot be provided on a U.S. GAAP basis without unreasonable effort or expense.

Our selected consolidated statement of operations presented below for the three months ended March 31, 2011 and 2012 and our selected consolidated balance sheet data as of March 31, 2012 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all normal and recurring adjustments that we consider necessary for a fair statement of our financial position and operating results for the periods presented except as permitted for interim financial statements.

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

The following table presents our selected consolidated balance sheet data as of December 31, 2009, 2010 and 2011 and March 31, 2012.

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

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.

We are a leading and fast growing online recruitment services provider in China. We were China’s second largest online recruitment services provider in terms of revenues in 2010 and achieved the fastest growth among major industry participants in China as measured by market share in terms of revenues from 2008 to 2010, according to the iResearch Survey. Our market share in terms of revenues in China’s online recruitment services market increased from 17.3% in 2008 to 20.0% in 2009 and to 23.5% in 2010, according to the iResearch Survey.

We focus primarily on providing online recruitment services, which are highly scalable and have faster growth and higher gross margins than traditional off-line recruitment services. Revenues from our online recruitment services accounted for 75.8%, 78.1% and 83.5% of our total revenues in 2009, 2010 and 2011, respectively, and increased at a CAGR of 63.1% over this period. For the three months ended March 31, 2012, our online recruitment services revenues accounted for 83.3% of our total revenues.

We also provide campus recruitment, executive search, print advertising and other human resources related services. In order to remain focused on our core online recruitment services business, we exited the print advertising services market in three cities in 2009, four cities in 2010 and one city in 2011 where we decided that the print advertising business was not strategically important to us. We plan to continue to offer print advertising as a complement to our online recruitment services in cities where print advertising is still relied upon. 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 from RMB313.1 million in 2009 to RMB513.3 million in 2010 and to RMB756.5 million (US$120.2 million) in 2011, representing a CAGR of 55.5%. Our total revenues for the first three months of 2012 were RMB204.6 million (US$32.5 million), a 24.9% increase from RMB163.8 million for the first three months of 2011. We recorded net income of RMB163.7 million (US$26.0 million) in 2011, as compared to net income of RMB0.3 million in 2010 and a net loss of RMB77.3 million in 2009. Our net income for the first three months of 2012 was RMB35.0 million (US$5.6 million), an 87.7% increase from RMB18.6 million for the same period in 2011. Our cost of services as a percentage of net revenues decreased from 16.7% in 2009 to 11.6% in 2010 and to 8.2% in 2011, primarily as a result of terminating our print advertising operations in certain cities and migrating most services online where costs are relatively lower. Our cost of service as a percentage of net revenues was 9.6% for the first three months of 2012 as compared to 10.9% in the same period in 2011 primarily due to increasing revenue contribution from our online recruitment services, which have lower incremental costs than off-line services, such as print advertisement and campus recruitment. As a result, our gross margin, which is our gross profit as a percentage of net revenues, increased from 83.3% for 2009 to 88.4% for 2010 and to 91.8% for 2011, and from 89.1% for the first three months of 2011 to 90.4% for the first three months of 2012. Our operating margin, which is our operating income as a percentage of our net revenues, improved from negative 25.9% for 2009 to negative 0.03% for 2010, 24.2% for 2011 and 19.5% for the first three months of 2012.

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 job seekers and employers 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 we are unable to accurately assess our operating performance, 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 have been able to capitalize on the favorable macroeconomic trends, such as strong economic growth, continuing urbanization, structural shift towards an industry- and service-based economy and increased shortage of skilled and educated labor in China. We have also executed our strategies effectively and leveraged our strong brand and reputation in key markets. Our ability to grow our business and gain additional market share is measured by the following key operating performance indicators: the number of unique employers, the number of job postings on our website, the number of completed job-seeker resumes in our database and the number of registered users.

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

We use these 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 employers and job seekers.

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

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

The size and growth of our employer base and job postings, the number of job seekers that use our online platform and the number of high-quality resumes generated by our members 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 increase in the number of unique employers, number of job postings, number of job-seeker resumes and number of registered users demonstrates 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 employers and cross-sell and up-sell our services, and our efforts to attract new employers and job seekers. 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.

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

Our revenues are significantly affected by the growth and development of the Chinese economy and the recruitment services market in general and our market position in the competitive landscape. China’s strong economic growth and structural shift towards the industry and service sectors have resulted in an expansion of labor markets and a greater demand for skilled labor. 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.

Revenues from our online recruitment services were RMB237.3 million, RMB400.7 million and RMB631.4 million (US$100.3 million) for 2009, 2010 and 2011, respectively, accounting for 75.8%, 78.1% and 83.5% of our total revenues in the respective periods. For the three months ended March 31, 2012, online recruitment services contributed RMB170.4 million (US$ 27.1 million) in revenues, accounting for 83.3% of our total revenues, compared to RMB133.6 million, or 81.6% of our total revenues, for the three months ended March 31, 2011. Our online recruitment services revenues are primarily driven by the number of unique employers, the volume and the mix of services that employers 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 employers using these services. The number of unique employers that used our online recruitment service increased from 103,900 for 2009 to 169,066 for 2010 and to 207,562 for 2011, and from 119,631 for the three months ended March 31, 2011 to 141,952 for the three months ended March 31, 2012. We set the prices for our services based on the length of contracts, the number of job postings the employers place on our website, the size and location of display advertisements and the number of resumes employers access. The prices we are able to charge 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 grown faster than our off-line recruitment services revenues, 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 an increasing number of employers and job seekers using our online recruitment services. Our contract terms typically require employers 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 credit terms to selected employers 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.

Revenues from our campus recruitment services were RMB20.9 million, RMB38.0 million and RMB49.6 million (US$7.9 million) for 2009, 2010 and 2011, respectively, accounting for 6.7%, 7.4% and 6.5% of our total revenues in the respective periods. For the three months ended March 31, 2012, campus recruitment services contributed revenues in the amount of RMB18.7 million (US$3.0 million), accounting for 9.2% of our total revenues, compared to RMB12.4 million, or 7.6% of our total revenues, for the three months ended March 31, 2011. The growth of our campus recruitment revenues is driven primarily by an increase in the average selling price for our services and increased capacity and productivity of our field sales force and service delivery teams. For the three months ended March 31, 2012 compared to the three months ended March 31, 2011, our revenue increased by approximately RMB6.3 million due to increased market demand for our campus recruitment services. Our strategy is to expand our online campus recruitment product offerings, such as online recruitment videos and online advertisements focused on students, to serve the needs of small- and medium-sized employers while continuing to provide on-site campus recruitment services to meet the needs of our larger employers.

Our campus recruitment revenues are generated through fees we charge employers for services, such as planning campus recruitment activities, promoting the employer’s image to students, conducting interviews with students and organizing other campus recruitment events. Our campus recruitment services customers are primarily corporate employers.

Revenues from our executive search services were RMB25.0 million, RMB31.4 million and RMB34.1 million (US$5.4 million) for 2009, 2010 and 2011, respectively, accounting for 8.0%, 6.1% and 4.5% of our total revenues in the respective periods. For the three months ended March 31, 2012, executive search services contributed revenues in the amount of RMB8.5 million (US$1.3 million), accounting for 4.1% of our total revenues, compared to RMB6.1 million, or 3.7% of our total revenues, for the three months ended March 31, 2011. Our executive search revenues increased by 25.7% from 2009 to 2010 primarily due to increased market demand arising from economic recovery and growth, and further increased by 8.8% from 2010 to 2011 primarily due to improved market demand for executive search services. From the three months ended March 31, 2011 to the three months ended March 31, 2012, our executive search revenues increased by 39.2% primarily due to greater market demand.

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 14 cities in China. Our contracts generally provide for an assignment fee, typically ranging from 20% to 30% of a candidate’s annual compensation, payable upon the successful completion of recruitment activities. In some cases, an upfront retainer is paid and the remaining balance paid upon completion of our services.

Revenues from our print advertising services were RMB21.0 million, RMB24.9 million and RMB22.8 million (US$3.6 million) for 2009, 2010 and 2011, respectively, accounting for 6.7%, 4.8% and 3.0% of our total revenues in the respective periods. For the three months ended March 31, 2012, print advertising services contributed revenues in the amount of RMB4.5 million (US$0.7 million), accounting for 2.2% of our total revenues, compared to RMB8.6 million, or 5.2% of our total revenues, for the three months ended March 31, 2011. From 2009 to 2010, our print advertising services revenues increased by 18.4%, primarily due to the additional demand for print advertisements arising from economic recovery and growth, as well as increases in the prices we charge for our print advertising services. From 2010 to 2011, our print advertising services revenues decreased by 8.3%, primarily because we closed our print business operation in Changchun in 2011 and, to a lesser extent, because some customers of our print advertising services migrated to our online recruitment services during the same period. From the three months ended March 31, 2011 to the three months ended March 31, 2012, our print advertising services revenues decreased by 47.1% as we continued to reduce the number of print advertising pages and migrated more customers to our online services.

Revenues from our print advertising services are driven by the number of pages of print media advertisements that we publish and the price per page that we charge for our print advertising services. The number of pages of print media advertisement that we published for 2009, 2010 and 2011 declined from 2,388 to 2,027 and to 1,372, respectively, and from 474 for the three months ended March 31, 2011 to 305 for the three months ended March 31, 2012.

Our print advertising services revenues are generated through fees charged to employers for newspaper advertisements. Purchased advertisements appear in our newspaper inserts. Employers purchase our print advertising services through contracts. We generally receive full payment of the contract price within 30 days of signing the service contract. The contract price varies depending upon a number of factors, including the specific print media in which advertisements are posted and the size, format, location and duration of purchased advertisements.

Our print advertising revenues were significantly affected by our strategy to focus on our online recruitment services business, which has experienced faster growth and higher margins. As a result, we exited from the print advertising services business in three cities in 2009, four cities in 2010 and one city in 2011 in which print

advertising business was determined not to be strategically important to us. However, we currently plan to continue to offer these services as a complement to our online recruitment services in cities where print advertising is still in demand. We expect that our print advertising revenues will continue to comprise a small portion of our total revenue.

Our other human resources related revenues were RMB8.8 million, RMB18.3 million and RMB18.6 million (US$3.0 million) for 2009, 2010 and 2011, respectively, accounting for 2.8%, 3.6% and 2.5% of our total revenues in the respective periods. For the three months ended March 31, 2012, other human resources related services contributed revenues in the amount of RMB2.5 million (US$0.4 million), accounting for 1.2% of our total revenues, compared to RMB3.1 million, or 1.9% of our total revenues, for the three months ended March 31, 2011.

Currently, the primary component of our other human resources related services revenues is our assessment services. These revenues are generated through fees charged employers for administering assessment tests to assist employers in evaluating the personality and capabilities of job candidates and existing employees. Going forward, we plan to shift more assessment service offerings online.

The significant fluctuation of our other human resources related revenues reflects our strategy to exit strategically unimportant service lines to focus on online recruitment and complementary services. As a result of this strategy, we discontinued our former human resources training business in 2009. In 2010 and 2011, our other human resources related revenues improved primarily due to revenues generated from our rapidly growing candidate assessment service line. From the three months ended March 31, 2011 to the three months ended March 31, 2012, our other human resources related revenues decreased primarily due to weaker demand for our other human resources related services as a result of macroeconomic slowdown. We expect that our other human resources related revenues will increase in the foreseeable future as we offer our assessment services to more employers but will continue to remain a relatively small percentage of our total revenues.

Our cost of services were RMB49.3 million, RMB56.0 million and RMB58.6 million (US$9.3 million) for 2009, 2010 and 2011, respectively, constituting 16.7%, 11.6% and 8.2% of our net revenues for the respective periods. For the three months ended March 31, 2011 and 2012, our cost of services were RMB16.9 million and RMB18.5 million (US$2.9 million), respectively, representing 10.9% and 9.6% of our net revenues for the respective periods. Our cost of services consists primarily of salary and share-based compensation expenses, campus recruitment subcontracting costs, data storage and bandwidth costs, print publishing and distribution expenses and subcontracting expenses. The decline in our cost of services as a percentage of our net revenues from 2009 to 2011 and for the three months ended March 31, 2011 compared to the same period in 2012 was primarily due to increasing revenue contribution from our online recruitment services, which have lower incremental costs than off-line services, such as print advertisement and campus recruitment. In addition, the discontinuation of print advertisement services in eight cities from 2009 to 2011 also contributed to the decline of cost of services as a percentage of net revenues as direct costs associated with print advertising services are higher than our online services. We expect that the absolute amount of our cost of services will increase as our business grows, but that our cost of services as a percentage of our net revenues will remain stable or decline as we continue to achieve economies of scale by shifting our focus away from traditional recruitment services and towards our online recruitment business which is characterized by lower direct costs.

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 net revenues for the periods indicated:

Our sales and marketing expenses were RMB232.9 million, RMB293.6 million and RMB351.0 million (US$55.8 million) for 2009, 2010 and 2011, respectively, representing 78.8%, 60.8% and 49.3% of our net revenues in the respective periods. For the three months ended March 31, 2011 and 2012, our sales and marketing expenses were RMB83.7 million and RMB97.7 million (US$15.5 million), respectively, representing 54.3% and 50.8% 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 larger customers in cities or regions where we operate and use our call center to reach out to smaller 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 employers and job seekers. 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 in order to strengthen our brand recognition and grow our job seeker and employer base.

In recent years, we have been able to generate more revenues while lowering the sales and marketing expenses as a percentage of net revenues due to greater economies of scale. 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.

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 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 and becoming a publicly traded company, including expenses associated with improving our internal controls.

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.

Our share-based compensation expenses were higher in 2010 than in other years due to modification of certain awards in 2010.

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 three years ended December 31, 2011, we and our independent registered public accounting firm identified one material weakness and one significant deficiency in our internal control over financial reporting, as defined in AU 325, Communicating Internal Control Related Matters Identified in an Audit, of the AICPA Professional Standards. A material weakness is a deficiency, or combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of our company’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

We have taken initiatives to improve our internal control over financial reporting, including (i) hiring of a senior financial reporting manager with relevant U.S. GAAP accounting and reporting experience to lead accounting and financial reporting matters at our headquarters; (ii) providing training to existing financial and accounting employees related to U.S. GAAP accounting and internal controls, and registering with the annual SEC registrants’ accounting and reporting conference; (iii) improving current procedures with respect to period-end closing and preparation of financial statements and relevant disclosures; (iv) upgrading the Oracle Financial System to further streamline monthly and year-end closings; and (v) commencing SOX 404 diagnostics review to evaluate our internal control over financial reporting. 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 significant deficiency 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.”

In July 2010, we terminated the employment agreements with certain former executives, including our chief executive officer and chief operating officer at the time. After the departure of the former executives, we performed internal investigations and took a number of measures to improve our internal controls. Those measures included: (i) introducing a whistleblower program for employees in general to report any potential misconduct; (ii) establishing a mechanism that requires our management to report our financial results, key performance indicators and major business risks to our directors on a regular basis; (iii) introducing ethical standards applicable to all employees; (iv) revisiting the existing approval matrix assigned to different level of management members, (v) tightening the controls over treasury management including opening of new bank accounts; (vi) implementing a new accounting system to ensure the period-end closing procedures are consistently followed; and (vii) introducing measures to ensure compliance of standardized contract management process. We have taken and continue to implement measures to improve our internal control, including establishing an internal audit function to evaluate key control procedures, monitor corporate policies compliance and conduct special projects regarding the risk identified in the risk assessment procedures, and enhancing the oversight by our board of directors by reporting internal audit findings to the audit committee when it is established.

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 beginning from the fiscal year ending December 31, 2013. In addition, our independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting following the date on which we cease to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of this offering. Our management may conclude that our internal control over financial reporting is not effective due to our failure to cure the identified material weakness and significant deficiency or otherwise. Moreover, once auditor attestation is required, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our internal control over financial reporting or the level at which our internal control over financial reporting is documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting obligations as a public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any ordinary shares or ADSs under the laws of their country of citizenship, residence or domicile.

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.

Our direct and indirect subsidiaries and our consolidated affiliated entities that are incorporated in the PRC are subject to a business tax on revenues generated from providing services and related surcharges by various local taxing authorities. Such taxes are primarily levied based on revenues at rates ranging from 5.5% to 8.5%, depending upon the business line generating the revenues, and are recorded as a reduction of revenues. Business tax and related surcharges of RMB17.5 million, RMB30.4 million and RMB44.3 million (US$7.0 million) were deducted from our total revenues for the years ended December 31, 2009, 2010 and 2011, respectively. For the three months ended March 31, 2011 and 2012, business tax and related surcharges amounted to RMB9.5 million and RMB12.1 million (US$1.9 million), respectively.

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%. Under this provision, our subsidiary, Wangpin Information Consulting (Shanghai) Co., Ltd., was subject to an enterprise income tax rate of 20% in 2009, 22% in 2010 and 24% in 2011, which will be increased to 25% in 2012.

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. 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 is entitled to enjoy the preferential tax rate of 15% from 2011 to 2013. Most of our other PRC subsidiaries and consolidated affiliated entities were subject to enterprise income tax at a rate of 25% for the years ended December 31, 2009, 2010 and 2011.

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.”

Under the PRC Enterprise Income Tax Law, enterprises that are established under the laws of foreign countries or regions and whose “de facto management bodies” are located within the PRC territory are considered PRC resident enterprises, and will be subject to the PRC enterprise income tax at the rate of 25% on their worldwide income. Under the implementation rules of the PRC Enterprise Income Tax Law, “de facto management bodies” are defined as the bodies that have material and overall management and control over the 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.”

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.

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 up front are recognized as advances from customers.

In October 2009, the Federal Accounting Standards Board, or FASB, issued an accounting standards update detailing new guidance to address the accounting for multiple deliverable arrangements. This new guidance became effective prospectively in fiscal years beginning upon or after June 15, 2010, and early adoption is permitted. We have elected early adoption of this new guidance through a retrospective application to all revenue arrangements for all periods presented in the financial statements.

Revenues presented in the consolidated statements of comprehensive (loss)/income include revenues from online recruitment services, campus recruitment services, executive search services, print advertising services and other human resources related services.

We provide online recruitment services such as recruitment information posting services, online advertising services and resume database search services. We enter into standard service agreements with employers, under which different service arrangements, service fulfillment period, total consideration and other terms are agreed upon by both parties. Revenues on arrangements that include multiple elements are allocated to each element based on the relative fair value of each element. Fair value is generally determined by our best estimate of selling price of each element of accounting. Judgment is required to determine the appropriate accounting, including whether the deliverables specified in these arrangements should be treated as separate units of accounting. Judgment is also required to determine the selling price of each unit of accounting in the bundled arrangement. For all the periods presented, the usage period for the elements in arrangements that include multiple elements is the same. Therefore, no allocation was performed as there is no impact from the allocation on revenues recognized and revenues are recognized over the service fulfillment period.

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 assessment report.

We provide print advertising services through newspaper and magazines that are distributed in various cities of the PRC. We prepay the newspapers or magazines and then sell advertising space on these pages to employers for a fixed price over the advertising display period. We evaluate the terms of our customer agreements and give consideration to other key indicators, such as inventory risk, latitude in establishing price and credit risk. As a result of the assessment, we record the gross amount paid by our customers as revenues as we believe that we are the primary obligor in these arrangements. Judgment is required when we assess whether we are the primary obligor or an agent in these arrangements. Revenues are recognized ratably over the advertisement publication period.

Before 2009, we provided online recruitment services and print advertising services in bundled arrangements. We evaluated each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value and there are no customer-negotiated refunds or return rights for the delivered item. We determined the selling price for each separate deliverable using vendor-specific-objective-evidence (“VSOE”). We determined VSOE by monitoring the price at which we sell the deliverables on a standalone basis. Revenues allocated to each element are then recognized when the basic revenue recognition criteria is met for each element, which is generally over the service fulfillment period as stated in the service arrangements.

We provide executive search services and receive a fixed fee which is contingent upon the successful placement of an employee candidate for the corporate employers. In the event a candidate is terminated prior to the end of the contractual probation period, we must search for a replacement candidate at no additional fee until a candidate has achieved successful employment beyond the contractual probation period. Revenues are recognized at the end of the contractual probation period, which is generally 90 days, and when we have no further service obligations.

We provide other human resources related services such as assessment test services, human resources agent service, human resources magazine 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 has been completed.

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.

For the year ended December 31, 2010, we reversed RMB43.0 million of valuation allowances, of which approximately 93% was attributed to Beijing Wangpin. For the year ended December 31, 2011, we released RMB19.8 million of valuation allowance, of which 68% was attributed to current period utilization of operating loss carryforwards by Beijing Wangpin and 8% was attributed to Shenyang Zhilian Recruitment Service Co., Ltd. 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 December 31, 2010 and 2011. As a result of this utilization of tax losses, lower income tax expenses were recorded for the years ended December 31, 2010 and 2011. 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 classify interest and penalties related to an uncertain tax position, if any and when required, as general and administrative expenses. As of December 31, 2009, 2010 and 2011 and March 31, 2012, we did not have any tax provisions related to uncertain tax positions or interest and penalties associated with such uncertain tax positions.

We grant share-based awards to eligible employees, directors and non-employee consultants 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. Share-based awards granted to non-employee consultants are measured at fair value at the earlier of the commitment date or the date services are completed, and expense is recognized using the graded-vesting method. We enter into consulting agreements with our non-employee consultants and consider the date of those agreements to be the commitment date. Expenses are recognized using the graded vesting method over the service performance period.

If the share-based award is modified after the grant date and the modification is determined to be a probable-to-probable (Type 1) modification, additional compensation expenses are recognized in an amount equal to the excess of the fair value of the modified equity instrument over the fair value of the original equity instrument immediately before modification. The additional compensation expenses are recognized immediately on the date of modification or over the remaining requisite service period, depending on the vesting status of the awards. If the share-based award is modified after the grant date and the modification is determined to be an improbable-to-probable (Type 3) modification, any previously recognized compensation expenses related to unvested awards are reversed. Compensation expenses equal to the fair value of the modified award are recognized immediately.

Total share-based compensation expenses recognized in 2009, 2010 and 2011 and for the three months ended March 31, 2012 amounted to RMB4.2 million, RMB13.6 million, RMB7.2 million (US$1.1 million) and RMB2.5 million (US$0.4 million), respectively.

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

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 2008, 2009, 2010, 2011 and 2012 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.

We estimated the risk-free interest rate based on the yield to maturity of China 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 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.

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 before March 31, 2012, 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.

The income approach involves applying appropriate discount rates to estimated cash flows that are subject to a number of assumptions. These assumptions include: (i) no material changes in the existing political, legal, fiscal and economic conditions in China; (ii) our ability to recruit and retain competent management, key 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:

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.

We completed our Series E preferred share financing in July 2008 during which time our preferred shares were valued at US$1.80 per share. Based on the valuation results at that time, our ordinary shares were valued at US$1.24 per share as of September 18, 2008.

The fair value of our ordinary shares decreased from US$1.24 per share as of September 18, 2008 to US$0.43 per share as of January 1, 2009, primarily due to the following reasons:

The fair value of our ordinary shares increased from US$0.43 per share as of January 1, 2009 to US$0.68 per share as of January 1, 2010, primarily due to the following reasons:

The fair value of our ordinary shares increased from US$0.68 per share as of January 1, 2010 to US$1.26 as of October 22, 2010, primarily due to the following reasons:

The fair value of our ordinary shares increased from US$1.26 as of October 22, 2010 to US$2.33 as of June 30, 2011, primarily due to the following reasons:

The fair value of our ordinary shares increased from US$2.33 per share as of June 30, 2011 to US$2.57 as of October 1, 2011 and further to US$3.18 as of January 1, 2012, primarily due to the following reasons:

The carrying value of accounts receivable is reduced by an allowance that reflects our best estimate of the amounts 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 unlikely to be recoverable 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.

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of the assets held and used is evaluated by comparing their carrying amounts to the future undiscounted net cash flows the assets are expected to generate. 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 fair value of the asset. No impairment of long-lived assets was recognized for the years ended December 31, 2009, 2010 and 2011.

In May 2006, we acquired a 23.7% equity interest in Shenzhen Xijier Human Resources Co., Ltd, or CJOL, a privately held PRC company, through the acquisition of Shenzhen Siyite Technology Development Co., Ltd., a privately held PRC company, and Sure Luck Invest Limited, a privately held BVI company. As we did not have the ability to exercise significant influence nor could we exercise any control over CJOL, we accounted for this investment using the cost method. Our investment in CJOL was presented at cost less impairment on the balance sheet. We assess our investment held at cost for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the investee, including current earnings trends and undiscounted cash flows, and other company-specific information. The fair value determination, particularly for privately-held companies, requires significant judgment from us to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and determination of whether any identified impairment is other-than-temporary. We did not recognize any impairment for our investment held at cost for the years ended December 31, 2009 and 2010, respectively.

On May 20, 2011, we reached a share transfer agreement with Career Networks Information and Technology (Shenzhen) Co., Ltd., or Career Networks, a privately held PRC company, to sell our 23.7% equity interest in CJOL, and reached a share transfer agreement with Jobs DB Inc., or Jobs DB, a Hong Kong-based online recruitment company, to sell our equity interest in Sure Luck Invest Limited for a total consideration of RMB27 million. Career Networks is directly controlled by Jobs DB, which is, in turn, indirectly 55% owned by SEEK, our largest shareholder. The transactions have been consummated as of the date of this prospectus. Upon the consummation of this share transfer agreement, we recognized a gain of RMB8 million in our consolidated statements of comprehensive (loss)/income.

PRC law currently restricts foreign ownership of internet content distribution businesses. To comply with these legal restrictions, we operate our website and other services in China through our operating consolidated affiliated entities in PRC. We have entered into a series of contractual agreements with these consolidated affiliated entities and their respective equity owners through which we: (i) have the power to appoint and replace management and the board of directors of these consolidated affiliated entities, (ii) assume all voting power of the legal equity owners, including power to make principal operating decisions, and (iii) have the right to receive all residual benefits and losses of our consolidated affiliated entities. As a result of these contractual arrangements, we have the ability to effectively control and the power to direct the economic activities most significant to these entities. Accordingly, under U.S. GAAP, we determined each consolidated affiliated entity to be a variable interest entity (“VIE”) of our company. As we are considered to have the power to direct the economic activities most significant to our VIEs, the right to obtain substantially all of the economic benefits and obligation to fund substantially all of the losses, we are considered to be the primary beneficiary of our VIEs. Therefore, we consolidated their results in our consolidated financial statements since the date of their incorporation. For the consolidated financial information of our consolidated affiliated entities and the risks related to our corporate structure, see Note 2 of our consolidated financial statements for the years ended December 31, 2009, 2010 and 2011.

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.”

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.

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.

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

Revenues. Our total revenues increased by 24.9% from RMB163.8 million for the three months ended March 31, 2011 to RMB204.6 million (US$32.5 million) for the three months ended March 31, 2012. This increase was primarily due to an increase of RMB36.8 million (US$5.8 million) in online recruitment services revenues.

Business Tax and Related Surcharges. Our business tax and related surcharges increased by 27.2% from RMB9.5 million for the three months ended March 31, 2011 to RMB12.1 million (US$1.9 million) for the three months ended March 31, 2012, primarily due to our increased total revenues. Our average effective business and related tax rates increased from 5.8% for the three months ended March 31, 2011 to 5.9% for the three months ended March 31, 2012.

Cost of Services. Cost of services increased by 9.9% from RMB16.9 million in the three months ended March 31, 2011 to RMB18.5 million (US$2.9 million) for the three months ended March 31, 2012, primarily due to an increase in direct costs related to our campus recruitment business and higher wages of our customer service employees and, to a lesser extent, an increase in data storage and bandwidth costs relating to our online recruitment services. As a percentage of our net revenues, our cost of services decreased from 10.9% for the three months ended March 31, 2011 to 9.6% for the three months ended March 31, 2012. The decrease of our cost of service as a percentage of our net revenues was primarily due to lower cost contribution from our print advertising services.

Gross Profit. As a result of the above factors, our gross profit increased by 26.6% to RMB173.9 million (US$27.6 million) for the three months ended March 31, 2012 from RMB137.4 million for the three months ended March 31, 2011. Our gross margin increased slightly from 89.1% for the three months ended March 31, 2011 to 90.4% for the three months ended March 31, 2012.

Operating Expenses. Our total operating expenses increased by 21.2% from RMB112.6 million for the three months ended March 31, 2011 to RMB136.4 million (US$21.7 million) for the three months ended March 31, 2012, as a result of increases in our sales and marketing expenses and general and administrative expenses.

Interest income. Our interest income increased from RMB0.9 million in the three months ended March 31, 2011 to RMB4.3 million (US$0.7 million) for the three months ended March 31, 2012, primarily due to interest earned on our investment in certain principal-protected wealth management products and bank deposits.

Income Tax Expense. Our income tax expense decreased by 3.0% from RMB7.1 million for the three months ended March 31, 2011 to RMB6.9 million (US$1.1 million) for the three months ended March 31, 2012. Our effective tax rate for the three months ended March 31, 2012 decreased to 16.4%, compared with 27.5% for the same period in 2011. The decrease in the income tax expense was primarily because 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 was subject to a 15% preferential income tax rate for the period from 2011 to 2013. As approval was granted prior to Beijing Wangpin’s 2011 annual tax filing, Beijing Wangpin was able to utilize the preferential tax treatment for its year-end tax filing. Excess income taxes paid in prior periods in 2011 are refundable in 2012.

Net Income. As a result of the above, we recorded net income of RMB35.0 million (US$5.6 million) for the three months ended March 31, 2012, compared to net income of RMB18.6 million for the three months ended March 31, 2011.

Revenues. Our total revenues increased by 47.4% from RMB513.3 million in 2010 to RMB756.5 million (US$120.2 million) in 2011. This increase was primarily due to an increase of RMB230.6 million (US$36.6 million) in online recruitment services revenues.

Business Tax and Related Surcharges. Our business tax and related surcharges increased by 45.7% from RMB30.4 million in 2010 to RMB44.3 million (US$7.0 million) in 2011, primarily due to our increased total revenues. Our average effective business and related tax rates decreased slightly from 5.9% in 2010 to 5.8% in 2011.

Cost of Services. Cost of services increased by 4.6% from RMB56.0 million in 2010 to RMB58.6 million (US$9.3 million) in 2011, primarily due to an increase in compensation expenses of our customer service employees and an increase in data storage and bandwidth costs relating to our online recruitment services. As a percentage of our net revenues, our cost of services decreased from 11.6% in 2010 to 8.2% in 2011. The decrease of our cost of service as a percentage of our net revenues was primarily due to higher revenue contribution of our online recruitment services, which have lower incremental costs than our other services, reduced campus recruitment service costs and the termination of our print advertising operations in certain cities.

Gross Profit. As a result of the above factors, our gross profit increased by 53.1% to RMB653.7 million (US$103.9 million) in 2011 from RMB427.0 million in 2010. Our gross margin increased to 91.8% in 2011 from 88.4% in 2010, driven primarily by our focus on online recruitment services business, which have lower incremental costs than traditional off-line recruitment services.

Operating Expenses. Our total operating expenses increased by 12.6% from RMB427.1 million in 2010 to RMB481.1 million (US$76.4 million) in 2011, as a result of an increase in our sales and marketing expenses.

Interest income. Our interest income increased from RMB0.7 million in 2010 to RMB8.9 million (US$1.4 million) in 2011, primarily due to higher interest rates and income earned on our investment in principal-protected wealth management products.

Gain from disposal of investment held at cost. In 2011, we had a gain of RMB7.8 million (US$1.2 million) from disposal of investment, which resulted from our disposal of our equity investment in CJOL and Sure Luck.

Income Tax Expenses. We had an income tax expenses of RMB27.3 million (US$4.3 million) in 2011, as compared with an income tax expenses of RMB1.2 million in 2010. Our income tax expenses increased primarily due to an increase in our taxable income. Such increase was partially offset by tax credits of RMB16.7 million (US$2.7 million) arising from our qualification as an HNTE, which contributed to a decrease in our effective tax rate from 81.9% in 2010 to 14.3% in 2011.

Net Income. As a result of the above, we recorded net income of RMB163.7 million (US$26.0 million) in 2011, increasing from RMB0.3 million in 2010.

Revenues. Our total revenues increased by 64.0% from RMB313.1 million in 2009 to RMB513.3 million (US$80.5 million) in 2010. This increase was primarily due to an increase of RMB163.4 million (US$25.6 million) in online recruitment services revenues.

Business Tax and Related Surcharges. Our business tax and related surcharges increased by 73.9% from RMB17.5 million in 2009 to RMB30.4 million (US$4.8 million) in 2010, primarily due to our increased total revenues. In addition, our average business and related tax rates increased from 5.6% in 2009 to 5.9% in 2010 of total revenues.

Cost of Services. Cost of services increased by 13.4% from RMB49.3 million in 2009 to RMB56.0 million (US$8.8 million) in 2010, primarily due to an increase in data storage costs relating to our online recruitment services and third-party vendor expenses incurred in connection with our campus recruitment business, partially offset by a reduction in training services expenses as a result of our exit from the training services business in the second half of 2009. As a percentage of our net revenues, our cost of services decreased from 16.7% in 2009 to 11.6% in 2010, which was primarily due to our increasing focus on online recruitment services which have significantly lower incremental costs than our other services, and the discontinuation of our print operations in three cities, which have a much lower gross margin than our online recruitment services.

Gross Profit. As a result of the above factors, our gross profit increased by 73.4% to RMB427.0 million (US$66.9 million) in 2010 from RMB246.3 million in 2009. Our gross margin increased to 88.4% in 2010 from 83.3% in 2009, driven primarily by our focus on online recruitment services business, which is characterized by higher margin than traditional off-line recruitment services.

Operating Expenses. Our total operating expenses increased by 32.3% from RMB322.9 million in 2009 to RMB427.1 million (US$67.0 million) in 2010, as a result of increases in our sales and marketing expenses and general and administrative expenses.

Other Expense/Income. Our other expense/income increased from an expense of RMB0.2 million to an income of RMB1.3 million (US$0.2 million), primarily due to a government grant given to us to encourage the advancement of key industries.

Income Tax Expenses. We had an income tax expenses of RMB1.2 million (US$0.2 million) in 2010, compared with an income tax expenses of RMB1.1 million in 2009.

Net Income/Loss. As a result of the above, we recorded net income of RMB0.3 million (US$42,000) in 2010, compared to a net loss of RMB77.3 million in 2009.

The following table sets forth our unaudited consolidated quarterly results of operations for each quarter during the period from January 1, 2010 to March 31, 2012. You should read the following table in conjunction with our audited consolidated financial statements for the years ended December 31, 2009, 2010 and 2011 and the unaudited condensed consolidated financial statements for the three months ended March 31, 2011 and 2012 and the notes included elsewhere in this prospectus. We have prepared this unaudited consolidated quarterly supplemental financial data on the same basis as we have prepared our audited consolidated financial statements. The unaudited consolidated financial data includes all normal and recurring adjustments that we consider necessary for a fair statement of our financial position and operating results for the quarters presented except as permitted for interim financial statements. Our historic quarterly results presented below are not necessarily indicative of the results for any future quarters or periods.

We have experienced continued growth in our quarterly total revenues for the quarters during the period from January 1, 2010 to March 31, 2012. The growth in our quarterly total revenues was primarily attributable to increases in revenues from our online recruitment services. The growth in our quarterly revenues from our online recruitment services was primarily driven by the increase in the number of unique employers, the volume and the mix of services that employers purchase from us and the price we charge for our services.

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 the National Day holiday in October, 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 first 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 employers as well as their perceptions of the job market. We also have observed seasonal campus recruitment activity by employers in the fourth quarter of each 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. Our rapid growth has lessened the impact of the seasonal fluctuations and industry cyclicality. However, we expect that seasonal fluctuations and industry cyclicality will continue to cause our quarterly and annual operating results to fluctuate. We may experience fluctuations in our quarterly results of operations after this offering, for the reasons given above or other reasons, which may be significant. See “Risk Factors—Risks Related to Our Business and Industry—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.”

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 March 31, 2012, we had RMB560.6 million (US$89.0 million) in cash and no bank borrowings.

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 major services prior to or soon after we begin to provide such services, although we may offer credit terms to select employers 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. If our existing cash is insufficient to meet our requirements, we may sell additional equity securities, debt securities or borrow from banks. 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—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.”

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

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 advances from customers, accounts receivable and accrued salaries and welfare payable.

Net cash provided by operating activities amounted to RMB55.8 million (US$8.9 million) for the three months ended March 31, 2012, compared to RMB68.0 million for the three months ended March 31, 2011. This decrease was primarily due to higher taxes payment, lower growth in advances from customers, and a reduction of accrued expenses and other liabilities, which was partially offset by an increase in our net income driven by revenue growth and economies of scale. Our net income was RMB35.0 million (US$5.6 million). The key items to reconcile net income to net cash provided by operating activities for the three months ended March 31, 2012 primarily included an add-back of non-cash expenses related to depreciation of property and equipment of RMB3.1 million (US$0.5 million), amortization of intangible assets of RMB0.3 million (US$0.1 million), share-based compensation of RMB2.5 million (US$0.4 million) and provision for allowance of doubtful accounts of RMB56 thousand (US$9 thousand), which was partially offset by deferred tax benefits of RMB1.7 million (US$0.3 million). Additional factors affecting operating cash flow for the three months ended March 31, 2012 included an increase in advances from customers of RMB33.0 million (US$5.2 million), mainly because we usually receive cash upfront from employers for our online recruitment and print advertising services and recognize such advances as revenue over the contract service period and an increase in accrued expenses and other current liabilities of RMB4.1 million (US$0.6 million) partially offset by a decrease in accounts receivable totaling RMB0.8 million (US$0.1 million).

Net cash provided by operating activities amounted to RMB272.9 million (US$43.4 million) in 2011, compared to RMB152.9 million in 2010. This increase was primarily due to the increase in our net income from RMB0.3 million in 2010 to RMB163.7 million (US$26.0 million) in 2011, primarily driven by revenue growth, economies of scale and improved operational efficiency in our online recruitment services. The key items to reconcile net income to net cash provided by operating activities in 2011 included an add-back of non-cash expenses related to depreciation of property and equipment of RMB9.7 million (US$1.5 million), amortization of intangible assets of RMB1.1 million (US$0.2 million), share-based compensation of RMB7.2 million (US$1.1 million) and provision for allowance of doubtful accounts of RMB0.8 million (US$0.1 million), which was partially offset by a gain from disposal of our investment held at cost of RMB7.8 million (US$1.2 million) and deferred tax benefits of RMB6.8 million (US$1.1 million). Additional factors affecting operating cash flow in 2011 included an increase in advances from customers of RMB86.6 million (US$13.8 million), mainly because we usually receive cash upfront from employers for our online recruitment and print advertising services and recognize such advances as revenue over the contract service period, and an increase in taxes payable of RMB8.0 million (US$1.3 million), an increase in salaries and welfare payable of RMB9.3 million (US$1.5 million), an increase in accrued expenses and other current liabilities of RMB9.8 million (US$1.6 million) and a decrease in accounts receivable totaling RMB7.3 million (US$1.2 million), partially offset by an increase of RMB15.7 million (US$2.5 million) in prepayment and other current assets.

Net cash provided by operating activities amounted to RMB152.9 million (US$24.0 million) for the year ended December 31, 2010, compared to RMB31.0 million of cash used in operating activities for the year ended December 31, 2009. Contributing to this shift to positive cash flows from operating activities was a 64.0% increase in total revenues from RMB313.1 million in 2009 to RMB513.3 million (US$80.5 million), attributable mainly to an increase in our online recruitment services revenues due to an increase in the number of unique employers and increased demand for recruitment services, which outpaced our 32.3% increase in operating expenses from RMB322.9 million in 2009 to RMB427.1 million (US$67.0 million) in 2010. As a result, we had net income of RMB0.3 million (US$42,000) in 2010. The key items to reconcile net income to net cash provided by operating activities in 2010 were the adjustment for non-cash charges from operating activities of RMB30.4 million (US$4.8 million), which primarily included depreciation of property and equipment of RMB12.2 million (US$1.9 million) and share-based compensation expenses and award repurchase totaling RMB13.6 million (US$2.1 million). Additional factors affecting operating cash flow included an increase in advances from customers of RMB102.5 million (US$16.1 million), mainly because we usually received cash upfront from employers for our online recruitment and print advertising services and recognize such advances as revenue over the contract service period, which was partially offset by an increase in accounts receivable of RMB12.3 million (US$1.9 million), due to increased outstanding payments resulting from revenue growth in campus recruitment and executive search services.

Net cash used by operating activities in 2009 was RMB31.0 million, primarily attributable to a net loss of RMB77.3 million, compared with our net loss of RMB176.9 million in 2008. The reduction of our net loss was driven primarily by a decrease in operating expenses from RMB383.0 million to RMB322.9, primarily due to a decrease in sales and marketing expenses as we reduced our advertising expenses in the wake of the global financial crisis. The key item to reconcile net loss to net cash used by operating activities was the adjustments of non-cash items of RMB19.9 million, which primarily included depreciation of property and equipment of RMB13.1 million and share-based compensation of RMB4.2 million. Additional factors impacting our operating cash flows included an increase of RMB36.8 million of advances from customers due to an increase in the number of unique employers, an increase of RMB5.2 million in accrued payroll and welfare expenses due to an increase in unpaid bonuses and commissions at year end, and was offset by a decrease in accrued expenses and other current liabilities of RMB16.5 million and a decrease in accounts payable of RMB0.5 million primarily due to settlement of marketing expenses.

Net cash used in investing activities in the three months ended March 31, 2012 was RMB8.4 million (US$1.3 million), primarily attributable to the purchase of property and equipment, mainly computers, furniture

and leasehold improvements for new offices, of RMB7.9 million (US$1.2 million) and purchase of intangible assets of RMB0.6 million (US$91 thousand), partially offset by proceeds from disposal of property and equipment of RMB6.0 thousand (US$1.0 thousand). Net cash used in investing activities in the three months ended March 31, 2011 was RMB3.3 million, primarily due to our purchase of property and equipment.

Net cash provided by investing activities in 2011 was RMB11.1 million (US$1.8 million), primarily attributable to proceeds from the sale of our equity investment in CJOL of RMB26.8 million (US$4.2 million), partially offset by the purchase of property and equipment, mainly computers, furniture and leasehold improvements for new offices, of RMB14.8 million (US$2.4 million) and purchase of intangible assets of RMB1.1 million (US$0.2 million).

Net cash used in investing activities in 2010 was RMB9.2 million (US$1.4 million), primarily attributable to the purchase of property and equipment, mainly computers, furniture and leasehold improvements for new offices, of RMB7.6 million (US$1.2 million).

Net cash provided by investing activities in 2009 was RMB58.8 million, primarily attributable to the maturity of short-term bank deposits of RMB68.3 million, partially offset by the purchase of property and equipment, mainly computers, furniture and leasehold improvements for new offices, of RMB9.9 million.

Net cash used in financing activities for the three months ended March 31, 2012 was RMB3.0 million (US$0.5 million), primarily attributable to service fees paid related to our intended IPO.

Net cash used in financing activities in 2011 was RMB1.8 million (US$0.3 million), primarily attributable to the payment of service fees paid related to our intended IPO.

Net cash used in financing activities in 2010 was RMB5.3 million (US$0.8 million), primarily attributable to the repurchase of share options.

Net cash used in financing activities in 2009 was RMB1.7 million, primarily attributable to a share repurchase.

Our capital expenditures were RMB10.2 million, RMB9.4 million and RMB16.0 million (US$2.5 million) for the years ended December 31, 2009, 2010 and 2011 and RMB8.4 million (US$1.3 million) for the three months ended March 31, 2012, respectively, primarily related to our purchase of 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.

The following table sets forth our contractual obligations as of December 31, 2011:

Rental expenses for the years ended December 31, 2009, 2010 and 2011 were RMB27.4 million, RMB24.2 million and RMB28.2 million (US$4.5 million), respectively.

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.

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 percent changes in the consumer price index for March 2010, 2011 and 2012 were increases of 2.4%, 5.4% and 3.6%, 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

We are a holding company with no material operations of our own. We conduct our operations primarily through our PRC subsidiaries, 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, joint venture and consolidated affiliated entities. If any of our subsidiaries, joint venture or consolidated affiliated entities or any newly formed subsidiaries, our joint venture or its subsidiary 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, joint venture and its subsidiary 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, joint venture, consolidated affiliated entities and their subsidiaries are required to set aside a portion of their respective after-tax profits each year to fund a statutory reserve and to further 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, joint venture or its subsidiary or consolidated affiliated entities, as applicable.

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. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. 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 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.

Our exposure to interest rate risk primarily relates to 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 used derivative financial instruments in our investment portfolio. Interest earning instruments carry a degree of interest rate risk. 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.

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update, or ASU, ASU 2009-13, Revenue Recognition with Multiple Deliverables. The fair value requirements of the then-existing accounting guidance were modified by allowing the use of the “best estimate of selling price” in addition to vendor specific objective evidence and third-party evidence for determining the selling price of a deliverable. A vendor is now required to use its best estimate of the selling price when vendor specific objective evidence or third-party evidence of the selling price cannot be determined. In addition, the residual method of allocating arrangement consideration was no longer permitted. This update also required expanded qualitative and quantitative disclosure, and was effective for fiscal years beginning on or after June 15, 2010 with early adoption permitted. The Group has elected to early adoption of this guidance and has applied this guidance to all applicable revenue arrangements for all periods presented in the financial statements in this prospectus.

In December 2009, the FASB issued ASU 2009-17, Consolidation—Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. 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 amendments in this update also required additional disclosures about a reporting entity’s involvement in consolidated affiliated entities. The amendments were effective on January 1, 2010, and did not have a material effect on our financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements. This ASU amends ASC 820 to require a number of additional disclosures regarding (i) the different classes of assets and liabilities measured at fair value, (ii) the valuation techniques and inputs used, (iii) the activity in Level 3 fair value measurements and (iv) the transfers between Levels 1, 2 and 3. The new disclosures and clarifications of existing disclosures were effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures were effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU 2010-06 did not have a material impact on our consolidated financial statements.

In February 2010, FASB issued ASU 2010-09, Subsequent Events—Amendments to Certain Recognition and Disclosure Requirements. The ASU amended the guidance on subsequent events in the FASB Accounting Standards Codification to address potential conflicts with current SEC guidance and other issues that were brought to the FASB’s attention through the comment letter process. As a result of the amended guidance, (1) SEC filers must still evaluate subsequent events through the issuance date of their financial statements, although they are not required to disclose the date in their financial statements, (2) an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market (i.e. over-the-counter market) must evaluate subsequent events through the date of issuance of its financial statements and must disclose that date and (3) all other entities will continue evaluating subsequent events through the date the financial statements are available to be issued and must disclose that date in their financial statements. In addition, the scope of the disclosure requirements for reissued financial statements was refined to apply only to “revised” financial statements. For entities, other than conduit bond obligors, the provisions of the ASU were effective upon issuance. Conduit bond obligors are required to apply the ASU’s requirements in the fiscal periods ending after June 15, 2010. The adoption of this standard did not have a material effect on the Group’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades, which updates the guidance in ASC 718, Compensation—Stock Compensation, to clarify that share-based payment awards with an exercise price denominated in the currency of a market in which a substantial portion of the underlying equity security trades should not be considered to meet the criteria requiring classification as a liability. The updated guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Early adoption is permitted. The adoption of ASU 2010-13 did not have a material effect on the Group’s consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The amendment required entities to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses. In addition, it requires disclosure of credit quality indicators, past due information, and modifications of its financing receivables. For public entities, the disclosures were effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period were effective for interim and annual reporting periods beginning on or after December 15, 2010. For non-public entities, the disclosures were effective for annual reporting periods ending on or after December 15, 2011. As we do not have financing receivables as defined in the standard, this amendment did not have any impact on our financial position, results of operations or cash flows.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which amended the wording used to describe many of the

requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For public entities, the amendments were effective prospectively during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments were effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. This amendment did not have any impact on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. The standard requires other comprehensive income be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statement of operations. Reclassification adjustments from other comprehensive income to net income must be presented on the face of the financial statements. This standard is required to be retrospectively applied to all reporting periods presented in financial reports issued after the effective date. The new accounting guidance was effective for interim and annual periods after December 15, 2011 for public entities, and for interim and annual reporting periods after December 15, 2012 for nonpublic entities. The Group provided the required financial reporting presentation upon the effective date of this standard. The adoption of this guidance changed the presentation of the Group’s financial statement but did not affect the calculation of net income, comprehensive income or earnings per share.

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Under this amendment, entities are still required to adopt either the single continuous statement or the two-statement approach required by the new standard on presentation of comprehensive income, but would continue to report reclassification out of accumulated other comprehensive income, as consistent with presentation requirements in effect prior to ASU 2011-05. The amendments in ASU 2011-12 were effective the same time ASU 2011-05 became effective. The Group provided the required financial reporting presentation upon the effective date of ASU 2011-05 and ASU 2011-12. The adoption of this standard changed the presentation of the Group’s financial statements but did not affect the calculation of net income, comprehensive income or earnings per share.

As internet usage in China continues to increase, a larger number of employers are expected to use professional online recruitment services that are national as well as local in scope, such as those we provide, to address their growing recruitment needs. As a leading player in the online recruitment services industry in China with a long history, established brand and scale, we believe we are well-positioned to capture the significant growth opportunities in this market.

The Chinese economy has been growing rapidly since the Chinese government adopted its “Open Door Policy” in 1978. In 2011, the country’s GDP reached US$7.3 trillion, becoming the second largest economy in the world. In addition, China’s entry into the World Trade Organization in 2001 has led to increased market liberalization. As a result of these factors, there has been a significant increase in the number of multinational corporations located in China. The number of small- and medium-sized enterprises, which contributed 60% of China’s GDP in 2010, has also increased rapidly from 48 million in 2008 to 55 million in 2010, according to the iResearch Survey. The proliferation of multinational corporations and small- and medium-sized enterprises has led to increased competition, driving the demand for talent and therefore recruitment services.

As the Chinese economy has grown, the country’s large labor force has migrated from rural to urban areas due to employer demand. According to the National Bureau of Statistics in China, the urbanization rate increased from 19% in 1980 to 51% in 2011. This is still relatively low compared to developed countries such as the U.S., where the urbanization rate is over 80%. We believe this growing skilled and urbanized labor force will continue to drive the number of job seekers and employers using recruitment services.

Over the last 30 years, China’s GDP composition has undergone a structural shift, with the industry and service sectors accounting for 90% of GDP in 2011 versus 70% in 1980. Because the industry and services sectors require better educated workers with more specialized skills than the agriculture sector demand for recruitment services is also expected to rise significantly.

According to the Ministry of Human Resources and Social Security of China, the ratio of job vacancies to available workers rose from 0.71 in 2001 to 1.06 in 2011, suggesting that the supply of labor is falling short of demand by employers. With China’s strong economic growth, continuing urbanization and structural shift towards an industry- and service-based economy, there is increasing competition for talent. Furthermore, we believe that younger people in China, who are generally better educated, change jobs more frequently than the older generations. These factors contribute to increased demand for recruitment services.

The online recruitment industry is benefiting from the increasing popularity of internet-based services in China. This, in turn, is driven by increasing internet penetration, which is estimated to grow from 34% in 2010 to 54% in 2014, according to the iResearch Survey. With the world’s largest internet population of 457 million in 2010, China is still expected to see its internet user number increase further to 733 million by 2014, according to the iResearch Survey.

Internet penetration is highly uneven across China. For example, twelve of the top 20 cities or provinces in terms of internet penetration in 2011 have a penetration rate at or below 40%. This suggests that penetration rates in the third- and fourth-tier cities, where there are a large number of small- and medium-sized enterprises, are even lower, implying significant growth potential for internet services, though such growth may take some time to realize because third- and fourth-tier cities and their households need time and funds to improve their internet infrastructure and expand home computer and internet availability.

Online recruitment has gained, and is expected to continue to gain, popularity over off-line recruitment, because it offers a number of unique advantages that better address the constantly evolving and increasingly sophisticated needs of both job seekers and employers:

In conclusion, online recruitment services offer significant benefits to both job seekers and employers over off-line recruitment services in terms of convenience, ease-of-use, speed, cost and reach.

Growing Acceptance of Using Online Recruitment among Job Seekers and Employers in China

Due to the advantages listed above, the internet has gained wide acceptance among job seekers and employers in China in recent years. According to the iResearch Survey, the number of job seekers who utilize online recruitment services in China is expected to increase from 65 million in 2009 to 119 million in 2014. Similarly, the number of employers who utilize online recruitment services is expected to increase from 0.8 million in 2009 to 2.1 million in 2014. Furthermore, we believe that job seekers and employers who have tried online recruitment services are also shifting away from off-line media to the internet for their recruitment needs.

As a result of the factors above, China’s online recruitment spending, which comprises the total spending by enterprises and individuals on online recruitment services and excludes spending on offline recruitment services, such as recruitment through newspapers and headhunting as well as training and recruitment events, is expected to increase from RMB1.1 billion in 2008 to RMB4.5 billion in 2014, representing a CAGR of 26.4%, according to iResearch

China’s online recruitment services industry has undergone market share consolidation in recent years, with the top two companies today having gained market share from other companies. According to the iResearch Survey, the combined market share of the top two companies in terms of revenues increased from 47.7% in 2009 to 55.4% in 2010.

Online Recruitment Services Market is Increasingly Dominated by the Top Two Companies

The top two companies also enjoy a significant lead in terms of various other metrics, as shown in the table below, according to the iResearch Survey.

Note: “Company 4” and “Company 5” represent different companies for each metric. They are rated for each metric on an individual basis

In recent years, a number of internet companies in China began to offer online recruitment services in addition to their existing core services. These include social networking services websites, classified advertisement websites and search engines. Despite their entry into the market, it is expected that companies with a dedicated focus on providing online recruitment services, a long history, established brand and scale are significantly better positioned to serve and attract both job seekers and employers.

Since our inception in 1994, we have capitalized on our early-mover advantage to build a leading online recruitment services brand in China. Our “Zhaopin” (“ LOGO

”) brand, which means “hire” or “recruit” in Chinese, has contributed to our success and rapid growth. In 2010, we were ranked second in the iResearch Survey in the following categories: “most frequently used job-search website,” “most trustworthy information,” “most professional recruitment services” and “most able to satisfy job seekers’ needs” in China. In a number of regions, such as the northern, northeastern and central parts of China, our website is the most frequently used job-search website, according to the iResearch Survey.

our Zhilian Zhaopin Weekly and Zhilian Zhaopin Special, which are distributed as inserts in local newspapers. Our other human resources related services include candidate assessment tests and other value-added services. Our customers include multinational corporations, small- and medium-sized private businesses, state-owned enterprises, government agencies and educational institutions in China.

We focus primarily on providing online recruitment services, which are highly scalable and have faster growth and higher gross margin than traditional off-line recruitment services. Revenues from our online recruitment services accounted for 75.8%, 78.1% and 83.5% of our total revenues in 2009, 2010 and 2011, respectively, and have increased at a compound annual growth rate, or CAGR, of 63.1% over this period. For the three months ended March 31, 2012, our online recruitment services revenues accounted for 83.3% of our total revenues. As a result of the increasing contribution from our online business, our overall gross margin increased from 83.3% in 2009 to 88.4% in 2010, and to 91.8% in 2011, and from 89.1% for the first three months of 2011 to 90.4% for the first three months of 2012.

We have experienced significant increases in revenues in recent years. Our total revenues increased from RMB313.1 million in 2009 to RMB513.3 million in 2010 and to RMB756.5 million (US$120.2 million) in 2011, representing a CAGR of 55.5%. Our total revenues for the first three months of 2012 were RMB204.6 million (US$32.5 million), a 24.9% increase from our total revenues of RMB163.8 million for the first three months of 2011. We recorded net income of RMB163.7 million (US$26.0 million) in 2011, as compared to net income of RMB0.3 million in 2010 and, net losses of RMB77.3 million in 2009. Our net income for the first three months of 2012 was RMB35.0 million (US$5.6 million), an 87.7% increase from RMB18.6 million in the same period in 2011. The net loss or income amounts include the impact of non-cash charges associated with share-based compensation expenses in an aggregate amount of RMB4.2 million in 2009, RMB13.6 million in 2010, RMB7.2 million (US$1.1 million) in 2011 and RMB2.5 million (US$0.4 million) for the first three months of 2012.

We are a leading and fast-growing online recruitment services provider in China and operate the most popular job website in some of the markets that we serve. We believe the following competitive strengths have contributed to our success:

Leading and dedicated online recruitment services provider in China with rapid growth and strong network effects

We were China’s second largest online recruitment services provider in terms of revenues in 2010 and achieved the fastest growth among the major industry participants in China as measured by market share in terms of revenues from 2008 to 2010, according to the iResearch Survey. We increased our market share in terms of revenues from 17.3% in 2008 to 20.0% in 2009 and 23.5% in 2010 in China’s fast-growing online recruitment services market, which grew at a CAGR of 24.3% over the same period, according to the iResearch Survey.

Our “Zhaopin” brand and our large online marketplace that matches employers with job seekers have contributed to our success and rapid growth. In 2010, we were ranked second in the iResearch Survey in the following categories: “most frequently used job-search website,” “most trustworthy information,” “most professional recruitment services” and “most able to satisfy job seekers’ needs” in China. In a number of regions, including the northern, northeastern and central parts of China, our website is the most frequently used job-search website, according to the iResearch Survey.

For the year ended December 31, 2011, we had 7.2 million job postings by 207,562 unique employers on our website, representing increases of 135.2% and 99.8%, respectively, from the year ended December 31, 2009. Our website had approximately 1.3 million daily unique visitors on average in 2011, representing an increase of 74.1% from 2009. We had approximately 53.5 million registered users as of March 31, 2012, representing an increase of 91.0% from December 31, 2009. As of March 31, 2012, approximately 38.9 million completed resumes were available in our database. In 2011, one completed

resume was added to our database approximately every 3.7 seconds on average, as compared to every 5.3 seconds in 2009. The quantity and quality of job postings in our online marketplace attract more job seekers to submit their resumes to us, which in turn leads to more employers placing more job postings on our website. This creates a strong network effect and drives our scale and growth and creates barriers to entry.

As a result of our strong focus on providing online recruitment services, our revenues from this business increased rapidly from RMB237.3 million in 2009 to RMB400.7 million in 2010 and to RMB631.4 million (US$100.3 million) in 2011, representing a CAGR of 63.1%.

Our strong focus on an online business model enables us to expand quickly with high operating and capital efficiency. Unlike the traditional off-line recruitment services, which are subject to various physical constraints and large fixed costs, the online model enjoys significant scalability. Employers and job seekers can add job postings and resumes to our website conveniently on a “self-service” basis, unlike traditional off-line recruitment businesses, which eliminates the need for manual processing and lowers the incremental costs of adding new employers and attracting job seekers. Our proprietary technology platform enables us to quickly expand our online service offerings and add new features and functionality to our website in response to business needs and evolving user requirements without incurring significant additional costs or capital expenditures.

As our online recruitment business accounted for an increasing share of our overall business, contributing 75.8%, 78.1% and 83.5% of our total revenues in 2009, 2010 and 2011, respectively, our overall gross margin also rose from 83.3% to 88.4% and to 91.8% in 2009, 2010 and 2011, respectively. Furthermore, despite the significant increase in our total revenues as a result of our established market position and strong brand affinity, our capital expenditures as a percentage of net revenues amounted to 3.4%, 1.9% and 2.2% in 2009, 2010 and 2011, respectively.

Localized sales and service teams with deep human resources expertise and a nationwide footprint

Our growth is supported by our large sales and service team, which has specialized human resources expertise, local market knowledge and deep understanding of industry verticals. As of March 31, 2012, we employed more than 1,700 sales and account management representatives located in our 28 regional offices across China and our call center in Beijing. In addition, we have a call center in Beijing to acquire or serve employers located in cities where we do not have an office. Our nationwide sales footprint enables us to develop business relationships with key large- and medium-sized customers in targeted local markets and better understand their needs.

We have a particularly strong presence in certain industry verticals, such as the real estate, financial services, automotive, education and training and information technology industries. In addition, we also train our sales and service representatives to specialize in serving either large employers or small- to medium-sized enterprises, or alternatively, sectors with high recruitment demands. This enables our sales and service representatives to better understand and serve each employer’s needs. We have also adopted a merit-based compensation system to provide incentives for our sales team to deliver excellent performance.

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

We benefit from the leadership of a management team with rich operational experience and strong execution capabilities. Our senior managers have extensive knowledge of China’s recruitment market and local business practices, and substantial experience in international companies. Furthermore, we receive strong support from SEEK, Australia and New Zealand’s number one job-search website, which also has substantial investments in online recruitment services companies in many regions and countries across South East Asia,

Mexico and Brazil. SEEK provides guidance through our board of directors and shares with us its best practices and business strategy, product development, sales and marketing and its general experience in growing online recruitment businesses.

The Chinese economy, which has become the second largest in the world and is still growing faster than most major economies, has created an increasing demand for high-quality labor. At the same time, increased internet penetration has also made online recruitment services an effective and acceptable solution for employers’ and job seekers’ recruitment needs. Our near-term goal is to continue to grow rapidly and profitably and gain more market share, and we aspire to become the leading online recruitment services provider in China in the future. To achieve our goal, we plan to pursue the following strategies:

Expand our market share by increasing the number of unique employers and job postings and capturing a larger share of employers’ recruitment budgets

We plan to continue to increase our market share by increasing our number of unique employers and job postings and capturing a larger share of employers’ recruitment budgets. We intend to implement the following strategies to achieve this goal:

Attract and retain job seekers using our website through continued investment in our brand and marketing initiatives

We intend for zhaopin.com to become the destination of choice for job seekers in China. Attracting and retaining job seekers is essential to attracting employers, which account for almost all of our revenues. We believe that one key driver in attracting job seekers is brand awareness. We plan to improve our brand awareness through targeted marketing campaigns. To this end, we will continue to sponsor career shows on television to increase our credibility and use outdoor display advertisements to increase our brand awareness. We also plan to continue to market our services on internet search engines and portals. In addition, we will continue to diversify our online traffic channels by marketing through micro-blogs and desktop software. We will continue to strategically explore other marketing channels so that we can reach the largest number of high-quality job seekers. In addition, we plan to strengthen our service offerings to students, who are likely the first-time users of recruitment services. We believe job seekers have a high loyalty towards the job search website they used first.

Continue to build loyalty from employers and job seekers by further enhancing user experience

We plan to continue to differentiate our products and services by pursuing the following strategies:

We are exploring new service delivery channels, such as mobile internet and social networking, to supplement our current service delivery platform. We plan to develop mobile device applications in order to enhance the job search experience. We believe these applications will extend our ability to reach more users and make the job search process easier and more efficient.

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

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

Most employers purchase our products and services in packages, which have contributed to a large portion of our revenues to date. Employers 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 employers to post job openings online, search our resume database, update recruitment advertisements, select and track resumes and 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 off-line job postings, detailed day-to-day execution of recruitment plans and candidate recruitment on behalf of employers.

Our contract terms typically require employers 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 employers on a case-by-case basis.

We provide campus recruitment services to employers seeking to recruit college and university students, including selecting campuses, organizing recruiting events, collecting and managing resumes and conducting interviews and assessment tests with potential candidates. Employers purchase our campus recruitment services through contracts. Our contracts typically require employers to make down payments upon signing the contract and to make the remaining payment when we complete the campus recruitment activities within a specified period. To provide campus recruitment services, we rely on third-party vendors for some services, such as poster design and printing, site rental, student interviews and examination, on a contractual basis. Costs of these third-party services vary from city to city and from employer to employer, due to differing employer requirements, our purchasing power and other conditions.

Our executive search services are conducted under our “Alliance” brand, one of the earliest executive search brands in China, and are typically offered to employers seeking to fill mid-level professional, managerial and junior executive positions. As of March 31, 2012, we had 143 full-time headhunting consultants located in 14 cities across China, with a strong presence in Beijing and Shanghai. 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, which is typically 90 days, 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 and resumes in our executive search database are not available for employers to download.

We publish city-specific job openings in our Zhilian Zhaopin Weekly and Zhilian Zhaopin Special, which are distributed as an insert in local newspapers. In recent years, we have significantly downsized our print advertising services in order to focus on our online recruitment business. Our Zhilian Zhaopin Weekly is currently published in Harbin and Nanjing and our Zhilian Zhaopin Special is currently published in Shenyang and Tianjin. We typically require employers to pay us the full price for all services purchased within 30 days of entering into contract for print advertising services.

The majority of our services provided to job seekers are free. Job seekers can post their resumes for free on our website and search for job openings 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, 2012, we had approximately 38.9 million completed resumes in our database with more than 29,000 new completed resumes added to our database on a daily basis for the first three months of 2012. We regularly maintain and update our website with job search, training and general career management content, which helps attract more job seekers to visit our website and upload their resumes.

We strive to provide up-to-date information to job seekers. To maintain the freshness of job postings, we systematically remove job postings posted by employers 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 job seekers’ 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 a job seeker to any third party without the job-seeker’s consent, except as required by applicable law.

Our customers are predominantly employers from whom we derive almost all of our revenues. Recruitment agencies and job seekers also use our fee-paying services from time to time, but only contribute a small portion of our revenues. Our employer customers include multinational corporations, small- and medium-sized enterprises, state-owned entities, government agencies and educational institutions. We served 141,952 unique employers for the three months ended March 31, 2012. During each of 2009, 2010 and 2011, no single customer accounted for more than 1% of our total revenues.

We rely on our large in-house sales team of more than 1,700 sales and account management representatives to sell our products and services through a nationwide sales office network spanning 28 cities across China as of March 31, 2012. 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. This specialized expertise and knowledge helps our personnel understand employers’ needs and assist them in developing their recruitment strategies. We operate a call center in Beijing that provides customer support services and reaches out to potential employers located in cities where we do not

already have an office. This sales structure allows us to quickly expand into new markets, in particular, the third-and fourth-tiered cities, while maintaining and further penetrating our existing markets.

We adopt a merit-based compensation system for our sales team, which provides incentives for excellent performance. The compensation for our salespeople includes base salary and incentives based on the sales revenues they generate. 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.

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 provide 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 off-line marketing activities to promote our brand, including search engine marketing, display advertisements and sponsoring TV programs on job search and career management. For example, we placed advertisements on CCTV during the 2010 FIFA World Cup Tournament, and from time to time, we hire celebrities as spokespersons for our brand. We have also sponsored career-themed reality TV shows, which have helped establish our credibility in the recruitment services market.

To facilitate our brand recognition, we also focus on continuously improving the quality of our services because we believe satisfied employers and job seekers 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 on user acquisition and retention, and increase our market share.

We face competition in our various lines of services from direct competitors such as 51job.com and ChinaHR.com, and from local job-search websites. 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 off-line 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 employers provide us with significant advantages over our competitors.

As of March 31, 2012, our services were supported and enhanced by a team of 90 experienced and dedicated product development employees, including many with industry 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 employers and display advertisements. We have been able to develop innovative and effective products and services to meet the evolving needs of job seekers and employers, and we plan to continue to strengthen our product development function.

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 employers. 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.

We currently hold 15 registered trademarks and 16 computer software copyrights in China. We have registered 4 domain names, including our main website domain name zhaopin.com.

As of December 31, 2009, 2010 and 2011 and March 31, 2012, we had a total of 2,523, 2,483, 2,952 and 3,000 employees, respectively. The following table sets forth the number of employees as of March 31, 2012.

Among our 3,000 employees as of March 31, 2012, we had 849 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.

Our principal executive offices are located in Beijing and we conduct our business through regional offices located in 28 cities across China. We currently lease approximately 27 thousand 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.”

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.

This section summarizes the principal current PRC laws and regulations relevant to our business and operations.

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 the MOFCOM, and the PRC State Administration for Industry and Commerce, or the 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, the MOFCOM and the 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, or the MOHRSS. 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 the 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 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, 2013 and may be subsequently renewed with the relevant authorities.

The principal regulations governing foreign ownership in advertising businesses in China include:

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

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.

These regulations stipulate that companies that engage in advertising activities in China must obtain from the 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 the 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 16 subsidiaries and consolidated affiliated entities engaging in advertising business, each of which has obtained from the SAIC or its local branches a business license that specifically includes operating an advertising business within its business scope. These entities are: Nanjing Zhilian Advertising Co., Ltd., Suzhou Wangpin Advertising Co., Ltd., Guangdong Zhilian Culture & Media Co., Ltd., Fuzhou Zhilian Advertising Co., Ltd., Harbin Zhilian Wangcai Advertising Co., Ltd., Wuhan Zhilian Rencai Advertising Co., Ltd., Shanxi Zhilian Advertising Co., Ltd., Jinan Zhilian Wangpin Advertising Co., Ltd., Sichuan Zhilian Advertising Co., Ltd., Changchun Zhilian Advertising Co., Ltd., Shenyang Zhilian Wangpin Advertising Co., Ltd., Qingdao Zhilian Advertising Co., Ltd., Dalian Zhilian Advertising Co., Ltd., Tianjin Zhilian Advertising Co., Ltd., Hangzhou Wangpin Advertising Co., Ltd. and Beijing Zhilian Sanke Human Resources Service Co., Ltd.

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.

Foreign direct investment in telecommunications companies in China is governed by the Regulations for the Administration of Foreign-Invested Telecommunications Enterprises promulgated in December 2001 and amended in September 2008, or the FITE Regulations. The FITE Regulations require foreign-invested 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 the 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

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 the 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:

To the extent allowed under the PRC laws and regulations, we provide services through our three wholly-owned subsidiaries in China, i.e., Zhilian Wangpin, Wangpin Information, 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 Wangpin Information includes technology consulting on computer website, web page production and maintenance; technology consulting on database development and maintenance; and technology consulting on network development and network safety. 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.

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.

On July 6, 2004, the State Administration of Radio, Film and Television, or SARFT promulgated the Rules for the Administration of Broadcasting of Audio/Video Programs through the internet and Other Information 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 the 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 the 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, the SARFT and the 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 the 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 the SARFT’s website, dated February 3, 2008, officials from the SARFT and the 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.

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 the SAIC for renewable ten year periods. Trademark license agreements are required to be filed with the Trademark Office of the SAIC for the record.

Domain name disputes are governed by the Measures on Domain Name Dispute Resolution implemented by the Chinese Internet Network Infrastructure 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.

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.

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 the SAFE or other relevant PRC governmental authorities, are required.

On August 29, 2008, the 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 without the 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, the SAFE promulgated a circular on November 09, 2010, or Circular No. 59, which tightens the regulation over settlement of net proceeds from overseas offerings like this offering and requires that the settlement of net proceeds must be consistent with the description in the prospectus for the offering. The dividends paid by a subsidiary to its overseas shareholders are deemed income to the shareholders and are taxable in China. Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange in 1996, foreign-invested enterprises in China may purchase or remit foreign currency for settlement of current account transactions without the approval of the SAFE. Foreign currency transactions under the capital account are still subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.

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 March 31, 2012, the registered capital of our wholly foreign-owned subsidiaries were US$26 million for Zhilian Wangpin (Beijing) Technology Co., Ltd., US$0.35 million for Wangpin Information Consulting (Shanghai) Co., Ltd. and US$29 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.

The SAFE issued on October 21, 2005, 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 the SAFE before it 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 the 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 the SAFE. To further clarify the implementation of Circular 75, the SAFE issued several regulations. These regulations require PRC residents to register with local branches of the 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.

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 the 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 the 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 the SAFE in connection with their investments in us.

We have urged our shareholders who are PRC citizens or residents to register with the SAFE, and we believe that all such shareholders are in the process of doing so. 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.

On December 25, 2006, the People’s Bank of China issued the Administrative Measures of Foreign Exchange Matters for Individuals, for which the 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 the 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

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.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-owned Assets Supervision and Administration Commission, the State Administration of Taxation, the SAIC, the China Securities Regulatory Commission, or the CSRC and the SAFE, jointly issued the New M&A Rules, which became effective on September 8, 2006. The New 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 new PRC regulation remains unclear, with no consensus currently existing among leading PRC law firms regarding the scope of the CSRC approval requirement.

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 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.

On September 30, 2005, the PRC General Administration of Press and Publication, or the GAPP, promulgated the Administrative Regulations on the Publication of Periodical. Under this regulation, any entity that publishes periodicals must obtain an approval from the GAPP and get a Periodical Publication License. On June 27, 2002, the GAPP and the PRC Ministry of Information Technology, which subsequently became the Ministry of Industry and Information Technology, or the 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.

We currently make available to human resources professionals a magazine, “Chief Human Resources Officer,” in Chinese for free. However, we have not obtained required approval or license. Zhilian Sanke has not applied for the foregoing approval and license. Even if it had, we would not be able to predict with reasonable certainty when the government agencies would accept and approve the application. Currently, we are exploring other options to fully comply with the GAPP regulations, including cooperating with third parties with the Periodical Publication License.

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

Mr. Jason Lenga has served as our director since 2011. 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 also leads the strategy and business development team for SEEK’s Australian and New Zealand online employment businesses. 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 the 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. Daniel Phillips has served as our director since 2008. Mr. Phillips joined Macquarie Bank, a provider of banking, financial, advisory and investment services, in 1989 and is currently an executive director of Macquarie Capital, a division of the Macquarie Group Limited group of companies. Mr. Phillips is qualified as an associate chartered accountant in Australia. Mr. Phillips holds a bachelor’s degree in business from Kuring-gai College of Advanced Education.

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 as a director of Ctrip.com International Ltd., a leading travel service provider in China listed on the NASDAQ Global Market, among other portfolio companies of Orchid Asia. 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. Evan Sheng Guo has served as our chief executive officer since November 2010. 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 a director of Sinotrans Air Development Co., Ltd. and 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 investment manager 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. James Jianmin Guo has served as our chief financial officer since January 2010. Previously, Mr. Guo served as the chief financial officer of BJB Career Education Co., Ltd. from June 2008 to December 2008 and finance director of Xinyuan Real Estate Co., Ltd, a NYSE-listed company, from June 2007 to June 2008. Prior to 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 audit manager and then a senior audit manager in the Shenzhen office 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. Yihua Luo has served as our senior vice president of sales since July 2010 and as our vice president from August 2006 to July 2010. Prior to joining us, Mr. Luo was the chief operation officer of sparkice.com from October 2004 to October 2005, general manager of Beijing branch and vice president of operation of soufun.com from April 2002 to October 2004, national sales director of meetchina.com from March 2000 to September 2001, and sales manager of Beijing Branch and general manager of Tianjin Branch of globalsources.com from May 1996 to March 2000. Mr. Luo worked at Huaying Industry Group from July 1995 to April 1996. Mr. Luo received his bachelor’s degree from Guanghua School of Management, Peking University in 1995.

Mr. Peng Shi has served as our vice president of technology since January 2012. Prior to joining us, Mr. Shi was an executive director at Ernst & Young from March 2010 to December 2011, account director and senior managing consultant at IBM from January 2006 to February 2009, senior manager at BearingPoint from December 2002 to May 2005, and consulting manager at i2 Technologies from May 1997 to September 2001. He worked at Fujitsu Group as programmer and software engineer from 1993 to 1996. Mr. Shi received his MBA from Cranfield School of Management in 2002 and bachelor’s degree in engineering of computer science from Shanghai Jiaotong University in 1993.

Mr. George Weigang Wang has served as our vice president of marketing since April 2011. 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 from Dalian University of Technology in 1996 and in 1993, respectively. Mr. George Weigang Wang is not related to Mr. Jun 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 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. Jun Wang has served as our vice president in charge of our southern China business since December 2009. Mr. Wang joined us in December 2004 and served as our city manager, regional operations manager, regional operations director and senior regional operations director from December 2004 to December 2009. Prior to joining us, Mr. Wang was a vice department head at Southern China Talent Market, a recruitment services provider from July 2000 to May 2004. Mr. Wang served as business supervisor at Cable Television

Station of Guangdong Province from April 1998 to July 2000. Mr. Wang worked as a human resource staff member at Shaanxi Wujiaohua Company from July 1993 to April 1998. Mr. Wang received his bachelor’s degree from Shaanxi University of Finance and Economics in 1993. Mr. Jun Wang is not related to Mr. George Weigang Wang.

Our board of directors currently consists of three directors. 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 service contract with us that provides for benefits upon termination of service.

We will establish [three] committees under the board of directors, namely the [audit committee, the compensation committee and nominating and corporate governance committee.] We will adopt a charter for each of the [three] committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of . and , each of whom satisfies the “independence” requirements under Section 303A of the Corporate Governance Rules of the New York Stock Exchange and meet the “independence” standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. will be the chair of our audit committee. We have determined that , and 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:

Compensation Committee. Our compensation committee will consist of , , each of whom satisfies the “independence” requirements under Section 303A of the Corporate Governance Rules of the New York Stock Exchange. 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. The compensation committee will be responsible for, among other things:

[Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of , and , each of whom satisfies the “independence” requirements of and Rule 10A-3 under the Securities Exchange Act of 1934. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

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.

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by special resolution or by the unanimous written resolution of all shareholders. 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.

[We have entered into employment agreements with each of our 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 executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive officer’s 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 upon one-month

advance written notice. In such case of termination by us, we are required to provide compensation to the executive officer, including severance pay, as expressly required by the applicable law of the jurisdiction where the executive officer is based. The executive officer may terminate employment at any time with a one-month advance written notice if there is any significant change in the executive officer’s duties and responsibilities that is inconsistent in any material and adverse respect with his or her title and position or a material reduction in the executive officer’s annual salary before the next annual salary review, or if otherwise approved by the board of directors.

Each 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 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.

[In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and for year[s] following the last date of employment.] Specifically, each executive officer has agreed not to (i) approach our clients, customers, contacts or other persons or entities introduced to the executive officer for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage with, whether as principal, partner, licensor or otherwise, any of our competitors; or (iii) seek directly or indirectly to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination.

For the fiscal year ended December 31, 2011, the aggregate cash compensation incurred by and payable to our executive officers as a group was approximately RMB11.0 million (US$1.7 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 totaled RMB0.4 million (US$59.7 thousand) in 2011. In addition, we incurred severance and share-based compensation expenses totaling RMB14.6 million (US$2.3 million) related to executives who left our company in 2010. Our directors did not receive any cash compensation from us for the fiscal year ended December 31, 2011. For stock option grants to our directors and officers, see “—Stock Option Plans.”

We have five stock option plans. 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, 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.

Under our stock option plans, the maximum number of shares in respect of which stock option awards may be granted is 30,168,500 as of March 31, 2012. In 2008, we repurchased options to acquire 1,220,000 ordinary shares held by our employees and shareholders, with a repurchase price of US$1.80 per share in connection with the issuance of the Series E preferred shares. In July 2010, we repurchased options to acquire 991,000 ordinary shares from certain senior management employees upon the termination of their employment, with a repurchase price of US$1.80 per share.

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.

The following paragraphs summarize the principal terms of our 2005 Stock Option Plan, our 2006 Stock Option Plan, our 2008 Stock Option Plan and our 2009 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.

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 plans will terminate automatically in 2014. 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.

Type of Awards. The plan permits 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 plan. 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 an option shall not be less than the fair market value on the date of the grant. 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 plan 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 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 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.

Amendment and Termination of the Plan. Unless terminated earlier, the 2010 plan will terminate automatically ten years from the later of (a) April 25, 2020 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 plan. The administrator may, at any time and from time to time, amend, modify, alter or terminate the plan, 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 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:

The calculations in the table below assume there are 87,572,183 ordinary shares outstanding as of the date of this prospectus, including 85,544,502 ordinary shares to be issued upon the automatic conversion of preferred shares upon the completion of this offering, and ordinary shares outstanding immediately after the closing of this offering, 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.

As of the date of this prospectus, a total of 1,519,993 shares are held by six record holders in the United States, representing 1.7% of our total outstanding shares. After the close of this offering, none of our existing shareholders will have different voting rights from other shareholders. Macquarie Zhaopin Holdings Limited has informed us that it is affiliated with Macquarie Capital (USA) Inc., one of the underwriters in this offering.

See “Our Corporate History and Structure—Contractual Arrangements with Our Consolidated Affiliated Entities.”

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 an initial maturity of one year and has been rolled forward annually since its issuance. Mr. Liu plans to repay the outstanding loans due from him prior to the effectiveness of our registration statement on Form F-1.

As of December 31, 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. On May 20, 2011, we entered into definitive agreements with Jobs DB Inc. and its affiliates to dispose of our equity interests in Sure Luck Invest Limited and CJOL for RMB21.0 million and RMB6.0 million, respectively. Jobs DB Inc. is 55% owned by our shareholder, SEEK International Investments Pty Ltd. We closed the transactions in June 2011.

In 2010, we and Macquarie Investment Advisory (Beijing) Co., Ltd., or Macquarie Advisory, entered into a secondment agreement under which Macquarie Advisory agreed to second Mr. Guanzhu Wang to assist our management team from October 1, 2010 to December 31, 2011 for a total consideration of RMB1.4 million (US$0.2 million), which was paid to Macquarie Advisory on December 22, 2011. In 2012, we and Macquarie Advisory entered into another secondment agreement for the same purpose for a service period from January 1, 2012 to June 30, 2012 for a total consideration of RMB0.6 million (US$0.1 million). The total consideration is scheduled to be paid before June 30, 2012. Macquarie Advisory is an affiliate of our principal shareholder, Macquarie Zhaopin Holdings Limited.

We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law (2011 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 2,027,681 ordinary shares, 291,003 Series A preferred shares, 460,749 Series B preferred shares, 81,330 Series C preferred shares, 19,426,718 Series D-1 preferred shares, 4,687,500 Series D-2 preferred shares and 60,391,186 Series E preferred shares issued and outstanding. After the completion of this offering, all preferred shares will be automatically converted into 85,544,502 ordinary shares.

We will adopt the ninth 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 upon 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 ninth 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 ninth 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.

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. Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of our board of directors or one or more shareholders holding at least 10% of the paid up voting share capital, present in person or by proxy.

A quorum required for a meeting of shareholders consists of at least one shareholder present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, who holds no less than 10% of our voting share capital. Shareholders’ meetings are 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 seven days is required for the convening of our annual general meeting and 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.

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, [has been] paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two 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 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 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 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 special resolution.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu with such previously existing shares.

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:

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.

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 100,601 Series A preferred shares.

In addition, we have granted to certain of our officers, employees and a consultant options to purchase an aggregate of 24,575,086 ordinary shares as of March 31, 2012. See “Management—Stock Option Plans.”

In connection with the issuance and sale of our Series E preferred shares on July 9, 2008, we and our shareholders entered into the sixth amended and restated shareholders’ agreement, which amended and restated the shareholders’ agreements we had previously entered into with the investors of our Series A, Series B, Series C, Series D-1 and Series D-2 preferred shares. Pursuant to the sixth amended and restated shareholders’ agreement, our board of directors should consist of three directors respectively nominated by each of Mr. Hao Liu, SEEK and Macquarie Zhaopin Holdings Limited.

Under this shareholders’ agreement, all of our preferred shareholders were granted certain rights, including registration rights, rights of first refusal, put rights, tag-along rights and the right of first offer. All of the rights of our preferred shareholders under the shareholders’ agreement, except for the registration rights, will terminate upon the completion of this offering.

Under this shareholders’ agreement, subject to certain limitations, Macquarie Capital Group Limited (whether by itself or through its subsidiaries or affiliates) will have a right of first refusal to (i) act (or appoint an affiliate to act) as provider of advisory, debt, equity, underwriting or other investment banking services for the company in the event the board of directors determines that investment banking services are required and (ii) in the case of a qualified IPO on any stock exchange in the United States, act as joint bookrunner together with one other internationally recognized investment bank acceptable to the board of directors.

Pursuant to our sixth amended and restated shareholders’ agreement entered into on July 9, 2008, we have granted certain registration rights to certain shareholders. Set forth below is a description of the registration rights granted under this agreement.

Demand Registration Rights. Holders of at least 30% of the registrable securities have the right to demand that we use commercially reasonable efforts to file a registration statement covering all or a portion of the registrable securities then outstanding with an aggregate public offering price of at least US$5,000,000. We, however, are not obligated to effect a registration demand if, among other things, the request is made after we have already effected two demand registrations. We have the right to defer filing of a registration statement upon demand for up to 90 days if our board of directors determines in good faith that filing of a registration will be materially detrimental to us, but we cannot exercise the deferral right more than once in any twelve-month period.

Piggyback Registration Rights. If we propose to file a registration statement with respect to an offering of shares or other securities of our company other than, among other things, a registration statement relating to company stock plan or corporate reorganization, we must notify the holders in writing and use commercially reasonable efforts to cause their registrable securities to be registered in the registration statement if they so elect. We have the right to terminate or withdraw any registration whether or not such holder has elected to participate in the registration. We are not required to register any registrable securities in an underwritten offering unless these securities are included in the underwriting and their holders enter into an underwriting agreement in customary form with the underwriters selected by us. The underwriters may in good faith limit the number of registrable shares to be included if due to marketing factors, provided that such exclusion does not reduce the number of registrable securities of such holders to be included below 30% of the total of securities to be included in such registration and underwriting.

Form F-3 Registration Rights. When we are eligible for use of Form F-3, the holders of registrable securities then outstanding have the right to request that we file a registration statement on Form F-3. We shall notify the holders in writing and use commercially reasonably best efforts to cause their registrable securities to be registered and qualified for sale and distribution based on their request. We are not obligated to file a registration statement on Form F-3 if the aggregate price of the securities to be offered and sold under the requested registration is less than US$1 million.

Expenses of Registration. We will pay all expenses relating to any demand, piggyback or Form F-3 registration, except for underwriting discounts and commissions relating to the sale of registrable securities, unless a registration request is subsequently withdrawn at the request of the holders of a majority of the registrable securities.

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.

Where the merger or consolidation involves a non-Cayman Islands company, the procedure is similar, except that with respect to the foreign company, the director of the Cayman Islands company is 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 merger or consolidation is permitted or not prohibited by the constitutional documents of the non-Cayman Islands company and the laws of the jurisdiction in which the non-Cayman Islands company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be 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.

Moreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances. Schemes of arrangement will generally be more suited for 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:

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 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.

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 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. However, we have no present intention to rely on home country practice with respect to our corporate governance matters, and we intend to comply with the New York Stock Exchange rules after the completion of this offering.

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 a special 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.

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 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 Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

has agreed to act as the depositary for the American Depositary Shares. The depositary’s offices are located at . American Depositary Shares are frequently referred to as “ADSs” and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or “ADRs.” The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is , located at .

We will appoint as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC as an exhibit to the registration statement of which this prospectus forms a part. You may obtain a copy of the deposit agreement from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or from the SEC’s website (www.sec.gov).

We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.

Each ADS represents the right to receive ordinary shares on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. None of the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company (“DTC”), the central book-entry clearing and settlement system for equity securities in the United States.

If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as an ADS owner. Banks and brokers typically hold securities such as ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with

your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.

As a holder, you generally have the right to receive the distributions we make on the securities deposited with the custodian bank. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date.

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the Cayman Islands laws and regulations.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The amounts distributed to holders will be net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement.

Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.

No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.

The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a holder of ordinary shares would receive upon failing to make an election, as more fully described in the deposit agreement.

Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

The depositary will not distribute the property to you and will sell the property if:

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

The depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and the Cayman Islands legal considerations applicable at the time of deposit.

The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split-up of ADRs.

As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian’s offices. Your ability to withdraw the ordinary shares may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

You will have the right to withdraw the securities represented by your ADSs at any time except for:

The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. The voting rights of holders of ordinary shares are described in the Section entitled “Description of Share Capital—Voting Rights.”

As soon as practicable, after receipt of notice by the depositary at least thirty (30) days prior to a shareholders meeting or the voting deadline for a consent or solicitation of proxies, the depositary will distribute to you any notice of shareholders’ meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.

Voting at our shareholders’ meetings is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of our board of directors or any shareholder present in person or by proxy. If the depositary bank receives timely voting instructions from a holder of ADSs, the depositary bank will endeavor to cause the ordinary shares on deposit to be voted as follows: (a) in the event voting takes place at a shareholders’ meeting by show of hands, the depositary bank will instruct the custodian to vote all ordinary shares on deposit in accordance with the voting instructions received from a majority of the holders of ADSs who provided voting instructions; or (b) in the event voting takes place at a shareholders’ meeting by poll, the depositary bank will instruct the custodian to vote the ordinary shares on deposit in accordance with the voting instructions received from holders of ADSs.

In the event of voting by poll, ordinary shares in respect of which no timely voting instructions have been received from ADS holders and provided that the depositary received notice of the meeting or solicitation of vote at least 30 days prior to such meeting or vote, such ADS holder will be deemed to have instructed the depositary to give a discretionary proxy to a person designated by our company to vote the ordinary shares represented by such ADSs. No discretionary proxy will be given with respect to any matter as to which we inform the Depositary that we do not wish such proxy to be given, and no discretionary proxy will be given with respect to any matter as to which we inform the depositary that (i) there exists substantial opposition, or (ii) the rights of holders of ADSs or the shareholders of our company will be materially adversely affected.

Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner. Securities for which no voting instructions have been received will not be voted unless the depositary gives a discretionary proxy with respect to those securities.

As an ADS holder, you will be required to pay the following service fees to the depositary:

As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.

In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

Note that 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 such changes.

The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement, by making available 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.

We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

The depositary will maintain facilities in New York to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

The deposit agreement limits our obligations and the depositary’s obligations to you. Please note the following:

The deposit agreement specifically state that no disclaimer of liability under the Securities Act is intended by any provision of the deposit agreement.

The depositary may, in certain circumstances, issue ADSs before receiving a deposit of ordinary shares. These transactions are commonly referred to as “pre-release transactions.” The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the shares or deposit in the aggregate) and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary may retain the compensation received from the pre-release transactions.

You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. [The depositary will issue you with an invoice in respect of any such taxes and/or other charges as and when they arise. If you fail to settle such invoice within its terms, we, the depositary and the custodian, may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all of the ADSs or the ordinary shares on deposit to pay these taxes and governmental charges. You will be liable for any deficiency if the sale proceeds do not cover the taxes and charges that are due.]

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable beneficial owner. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require fulfilling legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

The depositary will arrange for the conversion into U.S. dollars of all foreign currency received if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements. If the

conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

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.

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 Macquarie Capital (USA) Inc. 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 or pursuant to our dividend reinvestment plan.

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 Macquarie Capital (USA) Inc. 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.

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

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:

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.

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.

Upon completion of this offering, certain holders of our ordinary shares or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See “Description of Share Capital—Registration Rights.”

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 definitive 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.

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.

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 as 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. A circular issued by the PRC State Administration of Taxation on April 22, 2009 (“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 believe that we are not a PRC resident enterprise. 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 Notice on Strengthening 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 via 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 withholding 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 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. Circular 698 is retroactively effective from January 1, 2008. On March 28, 2011, the 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.

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 (the “Code”). This discussion is based upon applicable provisions of the Internal Revenue Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal Revenue Service 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)), holders who are not U.S. Holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting stock, holders that 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 holders 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 U.S. Holder 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.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (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. If a U.S. Holder is a partner of a partnership holding our ADSs or ordinary shares, the U.S. Holder 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.

A non-United States corporation, such as our company, will be classified as 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 (the “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 exercise 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 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, 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 subsequent 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 amounts of cash for working capital or other purposes, our risk of becoming classified as 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 subsequent taxable years.

If we are classified as 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 will not be classified as a PFIC for United States federal income tax purposes.

Any cash distributions (including the amount of any PRC tax withheld) paid on ADSs or ordinary shares out of our 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, any distribution paid will generally be treated as a “dividend” for United States federal income tax purposes. For

taxable years beginning before January 1, 2013, 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) 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.

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 paid 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 foreign 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 foreign 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 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.

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. 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 under their particular circumstances.

If we are classified as 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:

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.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election, provided that the listing on the New York Stock Exchange is approved and that the ADSs are regularly traded. We anticipate that the ADSs should qualify as being regularly traded, but no 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 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 classified as 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 classified as 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 classified as 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 PFIC rules 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.

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 Internal Revenue Service 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, in taxable years beginning after the date of enactment, an individual U.S. Holder and certain entities may be required to submit to the Internal Revenue Service 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. This new law also imposes penalties if an individual U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.

Under the terms and subject to the conditions contained in an underwriting agreement dated , we and the selling shareholders have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Macquarie Capital (USA) Inc. are acting as representatives, the following respective numbers of ADSs:

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 and the selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis up to additional ADSs from us and an aggregate of additional ADSs from the selling stockholders 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 and the selling stockholders will pay:

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 Securities and Exchange Commission a registration statement under the Securities Act of 1933 (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 Macquarie Capital (USA) Inc. 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 or pursuant to our dividend reinvestment plan. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the ‘lock-up’ period, we announce that we will release earnings results during the 16-day period beginning on the last day of the ‘lock-up’ period, then in either case the expiration of the ‘lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC and Macquarie Capital (USA) Inc. waive, in writing, such an extension.

Our officers, directors, major shareholders and optionholders 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 Macquarie Capital (USA) Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the ‘lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC and Macquarie Capital (USA) Inc. waive, in writing, such an extension.

We and the selling stockholders have agreed to indemnify the underwriters and Credit Suisse Securities (USA) LLC, in its capacity as the qualified independent underwriter, against liabilities under the Securities Act, or contribute to payments that the underwriters and Credit Suisse Securities (USA) LLC, in its capacity as the qualified independent underwriter, may be required to make in that respect.

[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.]

As of December 31, 2011, an affiliate of Macquarie Capital (USA) Inc. beneficially owned 33,333,333 shares of our Series E preferred shares, representing 38.1% of our ordinary shares then issued and outstanding. These shares do not include shares acquired by Macquarie Capital (USA) Inc. in market-making transactions or shares held in client accounts for which Macquarie Capital (USA) Inc. exercises voting or investment authority or both. Macquarie Capital (USA) Inc. disclaims beneficial ownership of shares held in client accounts.

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 Securities Exchange Act of 1934 (the “Exchange Act”).

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.

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) (the “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.

No offer of the ADSs may be made in Bermuda or to any person regarded as resident of Bermuda for exchange control purposes.

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.

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.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from the including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “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:

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.

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 “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under the Ordinance.

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.

The ADSs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, as amended. The ADSs have not been offered or sold and will be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term shall mean any person resident in Japan or any corporation or other 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.

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.

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.

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 (the “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:

The ADSs will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“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 (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

The offering of the ADSs has not been approved or licensed by the Central Bank of the United Arab Emirates (the “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 (the “DFSA”), a regulatory authority of the Dubai International Financial Centre (the “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.

This prospectus does not constitute a prospectus for the purposes of the prospectus rules issued by the UK Financial Services Authorities (the “FSA”), pursuant to section 84 of the Financial Services and Markets Act 2000 (as amended, the “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, the “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.

Macquarie Zhaopin Holdings Limited, an affiliate of Macquarie Capital (USA) Inc., beneficially owns in excess of 10% of our outstanding ordinary shares [and, as a selling shareholder, may receive more than 5% of the aggregate net proceeds from this offering]. Because Macquarie Capital (USA) Inc. is a participating underwriter in this offering, a “conflict of interest” is deemed to exist under the applicable provisions of FINRA Rule 5121. Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121. FINRA Rule 5121 requires that a “qualified independent underwriter” participate in the preparation of this prospectus and the registration statement that includes this prospectus and exercise the usual standards of due diligence in respect thereto. Credit Suisse Securities (USA) LLC is serving in that capacity, and Credit Suisse Securities (USA) LLC will [not receive any compensation from us for such role] [receive US$[ ] from us as compensation for such role]. In addition, in accordance with FINRA Rule 5121, Macquarie Capital (USA) Inc. will not make sales to discretionary accounts without the prior written consent of the customer.

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 and the selling shareholders. 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.

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.

The financial statements as of December 31, 2009, 2010 and 2011 and for each of the three years in the period ended December 31, 2011 included in this prospectus have been so included in reliance of the report of PricewaterhouseCoopers Zhong Tian CPAs Limited Company, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The offices of PricewaterhouseCoopers Zhong Tian CPAs Limited Company are located at 26/F, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhong Road, Chaoyang District, Beijing 100020, the People’s Republic of China.

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.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive (loss)/income, of changes in shareholders’ deficit and of cash flows present fairly, in all material respects, the financial position of Zhaopin Limited (the “Company”) and its subsidiaries at December 31, 2009, 2010 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’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.

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

The accompanying notes are an integral part of these consolidated financial statements.

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, and is focused on delivering a premium human resource experience to both employers and job seekers.

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 variable interest entities (see Note 2). As of December 31, 2011, the Company has a total of 17 variable interest entities 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.

As of December 31, 2011, the Company’s consolidated subsidiaries and VIEs include the following entities:

Zhilian Wangpin entered into a series of contractual agreements with the VIEs and the respective direct equity owners of the VIEs, who are affiliated with the Company or who are affiliated with major shareholders of the Company. Through these contractual agreements, Zhilian Wangpin is able to:

In December 2009, the Financial Accounting Standard 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.

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.

Pursuant to the Business Operations Agreements entered into among 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, relating to employment, daily business and financial management. 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.

Pursuant to the Equity Interest Pledge Agreements entered into among 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.

Pursuant to the Power of Attorney, the direct equity owners each irrevocably appointed the 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.

Pursuant to the Exclusive Equity Option Agreements entered into among 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 is 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.

Pursuant to the Exclusive Technical and Consulting Services Agreement between Zhilian Wangpin and each VIE, Zhilian Wangpin has 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.

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 of 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.

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, and will 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. The Company believes Zhilian Wangpin has 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 among 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. Therefore, the Company has the right to receive significant benefits from the VIEs.

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 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 consolidated the financial results of the VIEs in the Company’s consolidated financial statements since their date of incorporation.

The Group believes that Zhilian Wangpin’s contractual arrangements with the VIEs and their respective direct equity owners 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:

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.

As of March 31, 2012, seven of the Group’s VIEs have registered their equity pledge with the relevant local administration for industry and commerce. The remaining nine 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 consolidated financial statements:

The total assets of the consolidated VIEs for 2009, 2010 and 2011 were mainly comprised of cash, accounts receivable, amounts due from inter-company entities, prepayment and other current assets and property and equipment. The total liabilities of the consolidated VIEs for 2009, 2010 and 2011 were mainly comprised of accounts payable, salaries and welfare payable, advances from customers and amounts due to inter-company entities.

Under the agreements with the VIEs, Zhilian Wangpin has the power to direct activities of the VIEs, and can have assets transferred out of the VIEs. Therefore, Zhilian Wangpin considers that there is no asset 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 RMB9,420 as of December 31, 2011. 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 Zhilian Wangpin 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.

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 significant 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.

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.

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 or modification 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.

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 (loss)/income.

Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive (loss)/ income and statements of cash flows from RMB into US$ as of and for the year ended December 31, 2011 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.2939, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on December 30, 2011. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 30, 2011, or at any other rate.

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 December 31, 2009, 2010 and 2011, respectively.

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.

Investment at cost was comprised of a 23.7% equity investment in Shenzhen Xijier Human Resources Co., Ltd., (“CJOL”), a privately-held PRC company. The Group accounted for this investment as an investment held at cost as it neither has the ability to exercise significant influence nor has any method of exercising control over CJOL.

The Group assessed its cost investment for other-than-temporary investment by considering factors including, but not limited to, current economic and market conditions, operating performance of the company, including current earnings trends and undiscounted cash flows, and other company-specific information. The fair value determination, particularly for privately-held companies, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and determination of whether any identified impairment is other-than-temporary. The Group did not recognize any impairment for its investment held at cost for the years ended December 31, 2009 and 2010, respectively.

The Group had planned to dispose CJOL prior to December 31, 2010 and reclassified the investment from noncurrent assets to current assets as the disposal was expected to be consummated within a year. On May 20, 2011, the Company reached a share agreement with Jobs DB Inc. (“Jobs DB”), a Hong Kong-based online recruitment company, to sell its 23.7% equity ownership in CJOL and 100% equity ownership in Sure Luck Invest Limited (“Sure Luck”) for total cash consideration of RMB26,809. Jobs DB is a related party of the Company (see Note 16(a)). Upon the closing of this agreement, the Company transferred its equity interest in CJOL to Career Networks Information and Technology (Shenzhen) Co., Ltd., a subsidiary of Jobs DB, and its equity interest in Sure Luck to Jobs DB. This transaction was consummated on June 22, 2011. As purchase price for CJOL was greater than its cost, no impairment was recognized upon disposal. Upon the consummation of this transaction, the Group recognized a gain of RMB7,845 from the sale of Sure Luck and CJOL in its consolidated statements of comprehensive (loss)/income.

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:

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 general and administrative expenses in the consolidated statements of comprehensive (loss)/income.

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.

Long-lived assets and intangible 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 and intangible 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 and intangible 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 and intangible assets was recognized for any of the periods presented.

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 advances from customers.

In October 2009, the FASB issued new guidance to address the accounting for multiple deliverable arrangements. Under the new guidance, the fair value requirements were modified to allow the use of the “best estimate of selling price” in addition to vendor-specific-objective-evidence (“VSOE”) and third-party evidence (“TPE”) for determining the selling price of a deliverable. A vendor is now required to use its best estimate of the selling price when VSOE or TPE of the selling price cannot be determined. In addition, the residual method of allocating arrangement consideration is no longer permitted. This new guidance was effective prospectively in fiscal years beginning upon or after June 15, 2010, and early adoption was permitted. The Group has elected to early adopt this new guidance through a retrospective application to all revenue arrangements for all periods presented in the financial statements.

Revenues presented in the consolidated statements of comprehensive (loss)/income include revenues from online recruitment services, print advertising services, campus recruitment services, executive search services and other human resources related services.

The Group provides online recruitment services such as recruitment information posting services, online advertising services and resumes database search 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. Revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element. Fair value is generally determined by the Company’s best estimate of the selling price. For all the periods presented, the usage period for the elements in arrangements that include multiple elements is the same. No allocation was performed as there is no impact from the allocation on revenues which are recognized over the service fulfillment period.

The Group provides print advertising services through newspapers and magazines that are distributed in various cities of the PRC. The Group would prepay the newspapers or magazines and then sell advertising space on these pages to employers for a fixed price over the advertising display period. The Group evaluates the terms of its customer agreements and gives consideration to other key indicators, such as inventory risk, latitude in establishing price and credit risk. As a result of the assessment, the Group records the gross amount paid by its customers as revenues as the Group believes that it is the primary obligor in these arrangements. Revenues are recognized ratably over the advertisement publication period.

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.

The Group provides executive search services and receives a fixed fee which is contingent upon the successful finding of an employee candidate for the corporate employers. Revenue is recognized at the end of the contractual probation period, which varies on a contract-by-contract basis but is typically 90 days from the effective date of employment. In the event that a candidate is terminated prior to the end of the contractual probation period, the Group must search for a replacement candidate at no additional fee until a candidate has achieved successful employment beyond the probation period. Revenue is recognized at the end of the contracted probation period and when the Group has no further service obligations.

The Group also provides other human resources related services such as assessment services, training services, human resources agent services, human resources magazine 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.

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.

Sales and marketing expenses consist primarily of payroll, share-based compensation and other employee-related expenses for the Group’s sales and marketing staff, 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 RMB45,613, RMB67,875 and RMB77,867 for the years ended December 31, 2009, 2010 and 2011, respectively.

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 and other administrative office expenses.

The Company grants share options to its employees and directors under a share incentive plan, 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 rate, using the graded vesting method. 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.

If a share-based award is modified after the grant date and the modification is determined to be a probable-toprobable (Type 1) modification, additional compensation expenses are recognized in an amount equal to the excess of the fair value of the modified equity instrument over the fair value of the original equity instrument immediately before modification. The additional compensation expenses are recognized immediately on the date of modification or over the remaining requisite service period, depending on the vesting status of the award. If a share-based award is modified after the grant date and the modification is determined to be an improbable-toprobable (Type 3) modification, any previously recognized compensation expenses related to unvested awards are reversed. Compensation expenses equal to the fair value of the modified award are recognized immediately.

If a vested share-based award is repurchased after the grant date, the Group recognizes the excess of consideration paid over fair value of awards as share-based compensation expenses. If an unvested share-based award is repurchased after the grant date, any previously recognized compensation expenses related to unvested awards are reversed and the Group recognizes the consideration paid as share-based compensation expenses.

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 (loss)/income on a straight-line basis over the lease term.

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. The applicable rate of business taxes is 5% after certain deductions. Business taxes and related surcharges are deducted from gross revenues to arrive at net revenues in the Group’s consolidated statements of comprehensive (loss)/income.

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 year 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 difference between the financial reporting and tax basis 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 (loss)/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.

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 statements of comprehensive (loss)/income. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the years ended December 31, 2009, 2010 and 2011. As of December 31, 2009, 2010 and 2011, the Group did not have any significant unrecognized uncertain tax positions.

The Company’s PRC subsidiaries and VIEs in China are required to make appropriations to certain non-distributable reserve funds.

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 its 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. As Beijing Wangpin recorded accumulated deficits as of December 31, 2009, 2010 and 2011, Beijing Wangpin was not required to make any statutory reserve appropriations.

Under the 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.

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 years ended December 31, 2009, 2010 and 2011, the Company’s PRC subsidiaries and VIEs made appropriations of RMB51, RMB85 and RMB6,602, respectively, to their statutory reserves.

Basic (loss)/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 year using the two-class method. Under the two-class method, net (loss)/income is allocated between ordinary shares and other participating securities based on their participating rights. Diluted net (loss)/income per share is calculated by dividing net (loss)/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 (loss)/ 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.

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 December 31, 2009, 2010 and 2011, total amounts recognized for such employee benefits amounted to RMB37,645, RMB37,735 and RMB46,065, respectively, and was charged to the consolidated statements of comprehensive (loss)/income. The PRC government is responsible for the welfare and medical benefits and ultimate pension liability to these employees.

Comprehensive (loss)/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.

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.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements. This ASU amends ASC 820 to require a number of additional disclosures regarding (i) the different classes of assets and liabilities measured at fair value, (ii) the valuation techniques and inputs used, (iii) the activity in Level 3 fair value measurements, and (iv) the transfers between Levels 1, 2, and 3. The new disclosures and clarifications of existing disclosures were effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures were effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU 2010-06 did not have a material impact on the Group’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades, to update the guidance in ASC 718, Compensation- Stock Compensation. This updated guidance provides clarification for share-based payment awards with an exercise price denominated in the currency of a market in which substantial portion of the underlying equity security trades should not be considered to meet the criteria requiring classification as a liability. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Early adoption was permitted. The adoption of ASU 2010-13 did not have a material impact on the Group’s consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, to enhance the guidance in ASC 310, Receivables. The amendment requires an entity to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses. In addition, it requires disclosure of credit quality indicators, past due information, and modifications of its financing receivables. For public entities, the disclosures as of the end of a reporting period were effective for interim and annual reporting periods ended on or after December 15, 2010. The disclosures about activity that occurs during a reporting period were effective for interim and annual reporting periods beginning on or after December 15, 2010. For non-public entities, the disclosures were effective for annual reporting periods ending on or after December 15, 2011. As the Group does not have financing receivable as defined in the standard, this amendment did not have any impact on the Group’s financial position, results of operations or cash flows.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amended the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For public entities, the amendments are effective prospectively during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. This amendment is not expected to have a material impact on the Group’s financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, under which the option to present the components of other comprehensive income as part of the statement of shareholders’ equity has been eliminated. The standard requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statements of operations. Reclassification adjustments from other comprehensive income to net income must be presented on the face of the financial statements. This standard must be retrospectively applied to all reporting periods presented in financial reports issued after the effective date. The new accounting guidance was effective for interim and annual periods beginning after December 15, 2011. For nonpublic companies, this new guidance is effective for fiscal years ended after December 15, 2012. The Group provided the required financial reporting presentation upon the effective date of this standard for public entities. The adoption of this standard changed the presentation of the Group’s financial statements but did not affect the calculation of net income, comprehensive income or earnings per share.

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Under this amendment, entities will still be required to adopt either the single continuous statement or the two-statement approach required by the new standard on presentation of comprehensive income, but they would continue to report reclassification out of accumulated other comprehensive income, as consistent with presentation requirements in effect prior to ASU 2011-05. The amendments in ASU 2011-12 are effective the same time ASU 2011-05 becomes effective. The Group provided the required financial reporting presentation upon the effective date of ASU 2011-05 and ASU 2011-12 for public entities. The adoption of this standard changed the presentation of the Group’s financial statements but did not affect the calculation of net income, comprehensive income or earnings per share.

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and accounts receivable. As of December 31, 2009, 2010 and 2011, substantially all of the Group’s cash was 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.

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.

No individual customer accounted for more than 10% of net revenues during the years ended December 31, 2009, 2010 and 2011. No individual customer accounted for more than 10% of accounts receivable as of December 31, 2009, 2010 and 2011.

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 remains 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.

The following table presents movement of the allowance for doubtful accounts for the years ended December 31, 2009, 2010 and 2011:

Depreciation expenses were RMB13,076, RMB12,166 and RMB9,704 for the years ended December 31, 2009, 2010 and 2011, respectively.

Loss from write-off of property and equipment amounted to RMB128, RMB390 and RMB86 for the years ended December 31, 2009, 2010 and 2011, respectively.

Amortization expenses amounted to RMB740, RMB1,275 and RMB1,065 for the years ended December 31, 2009, 2010 and 2011, respectively.

The estimated amortization expenses for the above intangible assets for each of the following five years are as follows:

Under the common 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.

Prior to January 1, 2008, the Company’s subsidiaries and VIEs that are incorporated in the PRC were governed by the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and domestic enterprise income tax regulations (the “previous income taxes laws and rules”). Pursuant to the previous income taxes laws and rules, the Group’s subsidiary and VIEs were generally subject to Enterprise Income Tax (“EIT”) at a statutory rate of 33%, which comprises 30% national income tax and 3% local income tax. Under the previous income tax laws and rules, High and New Technology Enterprises (“HNTE”) could enjoy certain tax holidays or preferential income tax rates.

On March 16, 2007, the National People’s Congress adopted the new Corporate Enterprise Income Tax Law (the “New EIT Law”), which became effective from January 1, 2008 and replaced the existing separate income tax laws for domestic enterprises and foreign-invested enterprises by adopting a uniform income tax rate of 25%. Preferential tax treatments will continue to be granted to entities that are qualified as HNTE, or conduct business in encouraged sectors.

Under the New EIT Law, enterprises that were established and already enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of preferential tax rates, for a period of five years from January 1, 2008, or (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term.

The Company’s PRC entities not subject to a statutory tax rate of 25% are as follows:

The New 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 New 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 New 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.

The current and deferred portions of income tax expenses included in the Group’s consolidated statements of comprehensive (loss)/income are as follows:

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:

The combined effects of the income tax expense exemption and reduction available to the Group are as follows:

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:

Deferred tax assets as presented on the Group’s consolidated balance sheets are as follows:

The Group did not have temporary differences relating to deferred tax liabilities as of December 31, 2009, 2010 and 2011.

As of December 31, 2011, the Group had net loss carryforwards of approximately RMB16,719, which will or are expected to expire during the period between December 31, 2012 and December 31, 2016.

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 December 31, 2011, 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 years presented:

Under the New 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 December 31, 2011, the Company did not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, as the Company intends to reinvest its earnings to further expand its business in the PRC, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies.

The Company grants 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 all 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. For options that were granted under the 2010 Plan, 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. Unless otherwise agreed to at the time of grant, the contractual life of awards granted under the 2006 Plan and the 2009 Plan was ten years while the contractual life of the awards granted in 2008 and those awards granted under the 2010 Plan was five years.

On July 30, 2010, in connection with the employment termination of certain senior management employees (the “Termination Event”), the Company repurchased 991,000 options. The repurchase price of each option was the difference between its exercise price and US$1.80 or US$2.30, depending on the agreed terms. Total payment for the repurchase amounted to RMB7,507, of which RMB5,296 was paid in cash, RMB1,762 was withheld for payable of withholding taxes and RMB449 was settled in receivable amounts due from these employees. For the repurchase of unvested options, the Company recognized compensation expenses equal to the cash paid for unvested options as an immediate charge to general and administrative expenses. Compensation expenses which were previously recognized using the grant date fair value, if any, were reversed. Total compensation expenses recognized for the repurchase of unvested options, net of amounts reversed, amounted to RMB239. For repurchase of options which were fully vested on July 30, 2010, amounts paid in excess of the fair value of the options as at July 30, 2010 amounting to RMB4,501 was recognized as share-based compensation expenses as the Company settled these awards in cash.

In addition, as part of the Termination Event, the Company also amended the terms of 2,359,000 options under which: (i) 2,084,000 options that were unvested were allowed to continuously vest after the employment termination date, and (ii) the expiration date for 275,000 vested options was extended to September 30, 2012. No changes were made to the number of options granted or the exercise price of these options. The Company considered this to be a modification of share-based awards and determined July 30, 2010 to be the modification date.

For the 2,084,000 awards which were not vested on July 30, 2010, the Company considered this to be an improbable-to-probable (Type 3) modification. Once modification has been accounted for, no further services are required and all awards are vested within a passage of time. Accordingly, the Company recognized compensation expenses equal to the full fair value of the unvested awards on the modification date. Any previously recognized compensation expenses related to the unvested awards, if any, was reversed. Total compensation expenses recognized, net of amounts reversed, amounted to RMB3,440.

For the awards which were fully vested on July 30, 2010, the Company considered this to be a probable-to-probable (Type 1) modification as the new terms did not change the fact that these options had vested. Accordingly, the Company recognized the incremental fair value, which is the difference between the fair value of the option before modification and after, as a one-time charge to share-based compensation expenses on July 30, 2010. Cumulative amount of compensation expenses recognized for the vested options on modification date amounting to RMB531 was recognized on the date the awards were modified.

In connection with the Termination Event, the Company also granted a put option to a former executive giving that employee the right to put up to 200,000 options to the Company at the fixed price of US$1.80 per option less the exercise price of US$1.03 per option. The Company considers this to be a tandem award as the employee has the choice of settlement in shares or in cash, with both a liability and equity component. The portion allocated to the liability component was RMB1,043, which represents the maximum payment if the put option for the entire award is elected, and is recognized in salaries and welfare payable in the consolidated balance sheets. As no future service is required after the Termination Event, all expenses related to the unvested options were recognized immediately as if vesting had been accelerated. The total expense recognized as result of the put option and modified award was RMB1,248. The put option expired on December 31, 2011, upon which the entire liability component of the award of RMB1,043 was reclassified to additional paid-in capital.

In October 2010, the Company modified certain awards granted to an employee, of which 25,750 vested options were modified to be exercisable until September 30, 2012, and 31,250 unvested options were modified to continue to vest and be exercisable until September 30, 2012. The Company recognized additional compensation expenses amounting to RMB88 upon the modification of these options.

Significant batches of share options granted under by the Company in 2011 are set forth below:

According to the terms of the above awards, 25% of the options shall vest on the one-year anniversary of the vesting commencement date and 1/48 of the options shall vest each month thereafter on the same day of the month of the vesting commencement date. The contractual life of these awards is five years.

The following table summarizes the Company’s share option activities for the years ended December 31, 2009, 2010 and 2011:

The fair value of each award is estimated on each grant date and modification 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 employee termination 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 5-year US$ China Government bonds. 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 aggregate intrinsic value for the outstanding, vested and exercisable options as of December 31, 2011 is RMB271,091.

The weighted average grant date fair value of options granted were US$0.11, US$0.33 and US$0.92 during the years ended December 31, 2009, 2010 and 2011.

The Company recorded share-based compensation expenses amounting to RMB4,182, RMB3,550 and RMB7,217 for the years ended December 31, 2009, 2010 and 2011, respectively, related to the vesting of options previously granted that have not been repurchased or modified.

For the years ended December 31, 2009, 2010 and 2011, additional share-based compensation amounting to nil, RMB10,047 and nil, respectively, was also recognized in relation to the repurchase of option or modification of option award terms. The share-based compensation expenses were recognized with corresponding amounts recorded in: (i) additional paid-in capital of RMB4,182, RMB12,554 and RMB8,260 for the years ended December 31, 2009, 2010 and 2011, respectively, and (ii) salaries and welfare payable of nil, RMB1,043 and nil for the years ended December 31, 2009, 2010 and 2011, respectively.

As of December 31, 2011, there was RMB11,750 of unrecognized compensation cost, related to non-vested share options. This cost is expected to be recognized over a weighted average period of 3.38 years.

12. 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 detailed as follows:

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.

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 price 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.

The key terms of the Series A, Series B, Series C, Series D-1 and Series D-2 Preferred Shares are summarized as follows:

The Company shall not make any distribution to ordinary shares unless preferred shareholders receive an equal or greater distribution on an if-converted basis.

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.

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. In the event the conversion price is adjusted, there could be a contingent beneficial conversion feature (“BCF”).

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.

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:

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.

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.

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.

In connection with the issuance of the Series E Preferred Shares, 28,000 ordinary shares were exchanged for Series E Preferred Shares in 2008. The fair value of Series E Preferred Shares issued was RMB347 and the ordinary shares were cancelled upon the exchange. The difference between the fair value of the ordinary shares surrendered and the fair value of Series E Preferred Shares issued, amounting to RMB109 was recorded as a deemed dividend to the holders of those preferred shares, and increased net loss attributable to ordinary shareholders for the year ended December 31, 2008.

On July 9, 2008, the Company repurchased 2,417,737 ordinary shares from certain shareholders at RMB12.32 (US$1.80) per share for total consideration of RMB29,868. All shares were cancelled upon repurchase.

As at December 31, 2011, there were 159,051,299 ordinary shares authorized and 2,027,681 ordinary shares issued and outstanding. The Group has reserved up to 120,933,353 ordinary shares for issuance upon conversion of the convertible preferred shares and the convertible redeemable preferred shares, and 30,168,500 ordinary shares for the Company’s Share Incentive Plans.

Basic and diluted net (loss)/income per share for each of the years presented are calculated as follows:

Potentially dilutive securities were not included in the calculation of diluted net (loss)/income per share for the periods where their inclusion would be anti-dilutive. These included convertible preferred shares of 85,544,502, nil and nil for the years ended December 31, 2009, 2010 and 2011, respectively, and weighted-average share options of 19,476,163, 9,078,442 and 783,085 for the years ended December 31, 2009, 2010 and 2011, respectively.

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. The pro forma balance sheet as of December 31, 2011 presents an as adjusted financial position as if the conversion of the preferred shares into ordinary shares occurred on December 31, 2011.

The unaudited pro forma (loss)/income per share for the year ended December 31, 2011, giving effect to the conversion of the preferred shares into ordinary shares on their original date of issuance is as follows:

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 783,085 for the year ended December 31, 2011.

On May 20, 2011, the Company reached a share agreement with Jobs DB to sell its 23.7% equity interest in CJOL and 100% equity ownership in Sure Luck for total cash consideration for RMB26,809. Jobs DB is 55% owned by SEEK International Pty Ltd., an entity which holds a 56.1% equity ownership in the Company. The transaction price for the sale of the equity interest of CJOL and Sure Luck was determined by mutual agreement of the Company and Jobs DB. Upon the consummation of this transaction, the Group recognized a gain of RMB7,845 from the sale of its equity interest in Sure Luck and CJOL in its consolidated statements of comprehensive (loss)/income.

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 was RMB1,400, which was paid to Macquarie Advisory on December 22, 2011. Macquarie Advisory and Macquarie Zhaopin Holdings Limited, an entity that holds 38.1% ownership interest in the Company on a diluted basis, are wholly owned subsidiaries of the Macquarie Group.

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 December 31, 2011 are as follows:

Rental expenses for the years ended December 31, 2009, 2010 and 2011 amounted to RMB27,372, RMB24,217 and RMB28,177, respectively.

On March 31, 2011, the Company entered into a cooperative agreement with Renren to establish Jingwei. The total capital contribution the Company expects to make for its investment in Jingwei is US$940 (approximately RMB5,916), which has not been paid as of December 31, 2011. Subsequently on March 29, 2012, the Company terminates the cooperation agreement with Renren, see Note 19(b).

Four of the consolidated VIEs and two branch offices have been providing services without complying with relevant PRC laws and regulations on obtaining human resource services operating licenses and may be subject to penalties in the form of one-time fines up to RMB100 per entity or may be ordered to cease operations. In addition, one of the Group’s branch offices have yet to complete their local registration process and may be imposed a fine not more than RMB100 per entity for the non-compliance. 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.

The Group has no material contingent liabilities outstanding as at December 31, 2009, 2010 and 2011.

Level 1—Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2—Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3—Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

ASC 820-10 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

The Group’s financial instruments consist principally of cash, accounts receivable, amounts due to/from related parties, accounts payable and certain accrued expenses. The recorded values of cash, accounts receivable, amounts due to/from related parties, accounts payable and certain accrued expenses are recorded at cost which approximates fair value.

The Group had no assets or liabilities subjected to fair value disclosures under ASC 820-10 for the years ended December 31, 2009, 2010 and 2011.

The Company established a branch office of Beijing Wangpin in Henan previously, and decided to conduct its business operations in Henan through that branch office. Prior to the termination of the VIE agreements, the Company has transferred substantially all of the assets and operations in Henan Wangpin to the Henan branch office of Beijing Wangpin and the remaining net assets in Henan Wangpin were immaterial. As both entities were under common control at the time of transfer, the Company accounted for the transfer as a common control transaction. The Company deconsolidated Henan Wangpin upon the termination of the VIE agreements.

The Group’s subsequent events have been evaluated through May 18, 2012, which was the date on which these financial statements were issued.

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(r)) 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, 2011, the total registered capital and statutory reserves of the Company’s subsidiaries and VIEs incorporated in PRC and subjected to restriction amounted to approximately RMB362,906. 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.

Rule 12-04(a) and 4-08(e)(3) of Regulation S-X require condensed financial information as to 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.

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 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 (loss)/income from its subsidiaries and VIEs are reported as share of (loss)/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 December 31, 2009, 2010 and 2011, there were no material 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.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Zhaopin Limited (“Zhaopin”, or the “Company”) was incorporated in the Cayman Islands on September 1, 1999. 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, and is focused on providing a premium human resource experience to both employers and job seekers.

The accompanying unaudited condensed consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, it does not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements.

In the opinion of management, the accompanying unaudited 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 three months ended March 31, 2011 and 2012. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements and related notes for the years ended December 31, 2009, 2010 and 2011. The December 31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

The accounting policies used for the preparation of the unaudited condensed consolidated financial statements for the three months ended March 31, 2011 and 2012 are consistent with those set out in the audited consolidated financial statements for the years ended December 31, 2009, 2010 and 2011.

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. The Company obtained the ability to control the VIEs through a series of contractual agreements entered into amongst Zhilian Wangpin (Beijing) Technology Co., Ltd. (“Zhilian Wangpin”), the VIEs and the direct equity owners of the VIEs.

The Group adopted Accounting Standards Codification (“ASC”) guidance on consolidating variable interest entities which require certain variable interest entities to be consolidated by the primary beneficiary of the entity. Management evaluated the relationships among Zhilian Wangpin, the VIEs and the direct equity owners of the VIEs 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 unaudited condensed consolidated financial statements.

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 corporatestructure 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:

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 these direct equity owners will act in the best interests of the Group or such conflicts will be resolved in the Group’s favor. These direct equity owners may breach, cause the VIEs to breach or refuse to renew the existing contractual arrangements with Zhilian Wangpin.

As of March 31, 2012, seven of the Group’s VIEs have registered their equity pledge with the relevant local administration for industry and commerce. The remaining nine VIEs have yet to register their equity pledge. Although the lack of registration of the equity pledges does not affect the Company’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 condensed consolidated financial statements:

The total assets of the consolidated VIEs as of December 31, 2011 and March 31, 2012 were mainly comprised of cash, accounts receivable, amounts due from inter-company entities, prepayment and other current assets and property and equipment. The total liabilities of the consolidated VIEs as of December 31, 2011 and March 31, 2012 were mainly comprised of accounts payable, salaries and welfare payable and advances from customers.

Under the contractual agreements with the VIEs, Zhilian Wangpin has the power to direct the activities of the VIEs, and can have assets transferred out of the VIEs. Therefore, Zhilian Wangpin considers that there is no asset 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 RMB9,620 as of March 31, 2012. 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 Zhilian Wangpin for any of the liabilities of the consolidated VIEs.

There is no VIE where the Company or its subsidiaries have a variable interest but are not the primary beneficiary.

The preparation of the 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 unaudited 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 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 or modification date and the valuation of the preferred shares on their issuance date is based on certain assumptions, including, but not limited to, complex and subjective judgment made regarding the Group’s projected financial and operating results and business risks.

Translations of balances in the unaudited condensed consolidated balance sheets, statements of comprehensive income and statements of cash flows from Renminbi (“RMB”) into United States dollar (“US$”) as of and for the three months ended March 31, 2012 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.2975, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on March 30, 2012. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on March 30, 2012, or at any other rate.

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the following estimated useful lives:

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 disposed assets. Such differences, if any, are recognized as general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income.

Revenues presented in the unaudited condensed consolidated statements of comprehensive income include revenues from online recruitment services, print advertising services, campus recruitment services, executive search services and other human resources related services.

The Group provides campus recruitment services to corporate employers. Campus recruitment services include 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.

The Group also provides other human resources related services such as assessment services, training services, HR agent services, HR magazine 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.

Sales and marketing expenses consist primarily of payroll, share-based compensation and other employee-related expenses for the Group’s sales and marketing staff, 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 RMB20,963 and RMB31,459 for the three months ended March 31, 2011 and 2012, respectively.

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. The applicable rate of business taxes is 5% after certain deductions. Business taxes and related surcharges are deducted from gross revenues to arrive at net revenues in the Group’s unaudited condensed consolidated statements of comprehensive income.

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 year 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 difference between the financial reporting and tax basis 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 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 considered more likely than not that some portion, or all, of the Group’s deferred tax assets will not be realized.

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 statements of comprehensive income. The Group did not recognize any significant interest and penalties associated with uncertain tax positions for the three months ended March 31, 2011 and 2012. As of December 31, 2011 and March 31, 2012, the Group did not have any significant unrecognized uncertain tax positions.

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.

Under the 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.

For the three months ended March 31, 2011 and 2012, no statutory reserve appropriations were made as the PRC entities were not required to make such appropriations until the fiscal year end.

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 and pension benefits 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 three months ended March 31, 2011 and 2012, total amounts recognized for such employee benefits amounted to RMB9,767 and RMB13,048, respectively, and was charged to the unaudited condensed consolidated statements of comprehensive income. The PRC government is responsible for the welfare and medical benefits and ultimate pension liability to these employees.

In January 2010, the Financial Accounting Standard Board (“FASB”) issued ASU 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements. This ASU amends ASC 820 to require a number of additional disclosures regarding (i) the different classes of assets and liabilities measured at fair value, (ii) the valuation techniques and inputs used, (iii) the activity in Level 3 fair value measurements, and (iv) the transfers between Levels 1, 2, and 3. The new disclosures and clarifications of existing disclosures were effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures were effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU 2010-06 did not have a material impact on the Group’s unaudited condensed consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, to enhance the guidance in ASC 310, Receivables. The amendment requires an entity to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses. In addition, it requires disclosure of credit quality indicators, past due information, and modifications of its financing receivables. For public entities, the disclosures as of the end of a reporting period were effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For non-public entities, the disclosures were effective for annual reporting periods ending on or after December 15, 2011. As the Group did not have any financing receivables as defined in the standard, this amendment did not have a material impact on the Group’s financial position, results of operations or cash flows.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amended the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For public entities, the amendments were effective prospectively during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments were effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. This amendment did not have a material impact on the Group’s financial position, results of operations or cash flows.

immediately following the statement of operations. Reclassification adjustments from other comprehensive income to net income must be presented on the face of the financial statements. This standard must be retrospectively applied to all reporting periods presented in financial reports issued after the effective date. For public entities, this new accounting guidance was effective for interim and annual periods beginning after December 15, 2011. For nonpublic companies, this new guidance is effective for fiscal years ended after December 15, 2012. The Group provided the required financial reporting presentation upon the effective date of this standard for public entities. The adoption of this guidance changed the presentation of the Group’s financial statements but did not affect the calculation of net income, comprehensive income or earnings per share.

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Under this amendment, entities are still required to adopt either the single continuous statement or the two-statement approach required by the new standard on presentation of comprehensive income, but they would continue to report reclassification out of accumulated other comprehensive income, as consistent with presentation requirements in effect prior to ASU 2011-05. The amendments in ASU 2011-12 were effective the same time ASU 2011-05 became effective. The Group provided the required financial reporting presentation upon the effective date of ASU 2011-05 and ASU 2011-12 for public entities. The adoption of this standard changed the presentation of the Group’s financial statements but did not affect the calculation of net income, comprehensive income or earnings per share.

The following table presents movement of the allowance for doubtful accounts for the three months ended March 31, 2011 and 2012:

Depreciation expenses were RMB2,580 and RMB3,082 for the three months ended March 31, 2011 and 2012, respectively.

Loss from write-off of property and equipment amounted to nil and RMB16 for the three months ended March 31, 2011 and 2012, respectively.

Amortization expenses amounted to RMB255 and RMB321 for the three months ended March 31, 2011 and 2012, respectively.

The estimated amortization expenses for the intangible assets for each of the following six years are as follows:

The current and deferred portions of income tax expenses included in the Group’s unaudited condensed consolidated statements of comprehensive income are as follows:

The effective tax rate for the three months ended March 31, 2012 was 16.4%, compared to 27.5% for the three months ended March 31, 2011. The decrease in the income tax provision was primarily due to the local tax bureau’s approval of Beijing Wangpin as a High and New Technology Enterprise (“HNTE”), upon which Beijing Wangpin was entitled to enjoy a preferential income tax rate of 15% from 2011 to 2013. As Beijing Wangpin did not complete its HNTE status registration with the local tax bureau until March 2012, Beijing Wangpin applied the statutory tax rate of 25% in the three months ended March 31, 2011.

The combined effects of the income tax expense exemption and reduction available to the Group are as follows:

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:

The Group did not have any temporary differences relating to deferred tax liabilities as of December 31 2011 and March 31, 2012.

As of March 31, 2012, the Group had net loss carryforwards of approximately RMB19,867 which will or are expected to expire during the period between December 31, 2012 and December 31, 2017.

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. In the three months ended March 31, 2012, certain 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 the valuation allowance for the three months ended March 31, 2012:

Share options granted under by the Company during the three months ended March 31, 2012 are set forth below:

The following table summarizes the Company’s share option activities for the three months ended March 31, 2012:

The fair value of each award is estimated on each grant date and modification 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 resource 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 employee termination within the pricing formula. The contractual life of the option is five to ten years. The risk-free rate for periods within the contractual life of the options are based on the yield of 5-year US$ China Government bond. The Company has no history of declaring or paying cash dividends on its capital stock and the Company does not plan to pay any dividends on its ordinary shares in the foreseeable future.

The aggregate intrinsic value for the outstanding, vested and exercisable options as of March 31, 2012 was RMB365,314.

The weighted average grant date fair value of options granted was US$0.18 and US$1.47 during the three months ended March 31, 2011 and 2012.

The Company recorded share-based compensation expenses amounting to RMB1,720 and RMB2,453 for the three months ended March 31, 2011 and 2012.

As of March 31, 2012, there was RMB11,078 of unrecognized compensation cost, related to non-vested share options. This cost is expected to be recognized over a weighted average period of 3.23 years.

10. 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 detailed as follows:

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”) shall 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 price of the Series A, Series B, Series C, Series D-1, Series D-2 and Series E Preferred Shares exceeded the fair value of the Group’s ordinary shares on their respective date of issuance, no beneficial conversion feature was recorded.

Basic and diluted net income per share for each of the periods presented are calculated as follows:

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 10,885,145 and 1,832,340 for the three months ended March 31, 2011 and 2012, respectively.

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. The pro forma balance sheet as of March 31, 2012 presents an unaudited financial position as if the conversion of the preferred shares into ordinary shares occurred on March 31, 2012.

The unaudited pro forma income per share for the three months ended March 31, 2012, giving effect to the conversion of the preferred shares into ordinary shares on their original date of issuance is as follows:

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 included weighted-average share options of 1,832,340 for the three months ended March 31, 2012.

In 2012, the Company and Macquarie Investment Advisory (Beijing) Co., Ltd. (“Macquarie Advisory”) entered into a secondment consulting agreement under which Macquarie Advisory agreed to provide consulting services to the Company from January 1, 2012 to June 30, 2012 for a total consideration of RMB650 (US$103). The total consideration is scheduled to be paid before June 30, 2012. Macquarie Advisory is an affiliate of Macquarie Zhaopin Limited, an entity that holds 38.1% equity interest in the Company on a diluted basis.

The Group has entered into non-cancellable advertising service contracts with advertising suppliers and has outstanding operating leases commitments for certain offices under non-cancellable leases. Future minimum payments with respect to these agreements as of March 31, 2012 are as follows:

Rental expenses for the three months ended March 31, 2011 and 2012 amounted to RMB6,389 and RMB7,913, respectively.

On March 31, 2011, the Company reached a cooperation agreement with Renren Inc. and Renren-Jingwei Inc. (collectively, “Renren”) to establish Jingwei Inc. Limited (“Jingwei”), a limited liability company incorporated under the laws of the Cayman Islands. Pursuant to the agreement, the Company and Renren shall hold a 47% and 53% equity interest in Jingwei, respectively.

On March 29, 2012, the Company and Renren entered a termination agreement to end their cooperation with regards to Jingwei. As of the date of the termination agreement, the Company did not make any capital contribution towards Jingwei, nor was the Company required to bear any costs related to the establishment or settlement of Jingwei under the termination agreement.

Four of the Group’s consolidated VIEs and two branch offices have been providing services without complying with relevant PRC laws and regulations on obtaining human resources services operating licenses, and may be subject to penalties in the form of fines up to RMB100 per entity or may be ordered to cease operations. In addition, one of the Group’s branch offices have yet to complete their local registration process and may be imposed a fine of not more than RMB100 per entity for the non-compliance. If these entities were ordered to cease operations, this would have a material adverse impact on the operations of the Group. For the 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 December 31, 2011 and March 31, 2012.

On January 1, 2008, the Group adopted ASC 820-10, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Valuation techniques used to measure fair value shall maximize the use of observable inputs. ASC 820-10 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Following is a description of the valuation techniques that the Group uses to measure the fair value of assets and liabilities that the Group measured and reported on its consolidated balance sheet at fair value on a recurring basis.

The Group’s financial instruments consists principally of cash, accounts receivable, amounts due to/from related parties, accounts payable and certain accrued expenses. The recorded values of cash, accounts receivable, amounts due to/from related parties, accounts payable and certain accrued expenses are recorded at cost which approximates fair value. The Group had no assets or liabilities subjected to fair value disclosures under ASC 820-10 as of December 31, 2011 and March 31, 2012.

In May 2012, Zhilian Wangpin terminated its VIE agreements with Henan Wangpin Advertising Co., Ltd. (“Henan Wangpin”) and its direct equity owners, partly because a former employee who is a direct equity holder of Henan Wangpin refused to transfer his equity interest in this entity to an individual designated by the Company despite his contractual obligations to do so.

The Company established a branch office of Beijing Wangpin in Henan, and decided to conduct its business operations in Henan through that branch office. Prior to the termination of the VIE agreements, the Company has transferred substantially all of the assets and operations in Henan Wangpin to the Henan branch office of Beijing Wangpin and the remaining net assets in Henan Wangpin were immaterial. As both entities were under common control at the time of transfer, the Company accounted for the transfer as a common control transaction. The Company deconsolidated Henan Wangpin upon the termination of the VIE agreements.

The Group’s subsequent events have been evaluated through May 18, 2012, which was the date on which these financial statements were issued.

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 10.8 to this Registration Statement, we 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.

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.

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.

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.

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.

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.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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;

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

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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 , 2012.

Each person whose signature appears below constitutes and appoints each of and 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 , 2012.

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 , 2012.

For Party A’s business development needs, it requests to have one of Party B’s employees, Mr. Guanzhu Wang, seconded to Party A for a term of 15 months from October 1, 2010 to December 31, 2011 (the “Secondment”). Party A and Party B hereby enter into the following agreement on matters pertaining to the Secondment:

During the term of the Secondment, Mr. Guanzhu Wang shall assist Party A’s management team with corporate management and tasks relating to business improvement.

Mr. Guanzhu Wang shall remain as Party B’s employee. Party B shall be responsible to pay Mr. Guanzhu Wang’s salary, perform its legal obligations to pay mandatory social insurances and withhold relevant income taxes and pay them to relevant authorities for Mr. Guanzhu Wang.

During the term of the Secondment, Party A shall pay RMB1,400,000 to Party B as fees for services provided by Mr. Guanzhu Wang to Party A, and the full amount of such fees shall be shall be paid off by December 31, 2011.

Name of account: Macquarie Investment Advisory (Beijing) Co., Ltd, Shanghai Branch

Party A shall reimburse all expenses incurred by Mr. Guanzhu Wang in connection with the business contemplated herein, provided that such expenses have been approved by Party A, including but not limited to traveling expenses and business entertainment expenses arising from Mr. Guanzhu Wang’s trips for Party A’s business.

This Agreement shall terminate immediately upon expiry of its term. Any renewal of this Agreement shall be negotiated between Party A and Party B subject to Mr. Guanzhu Wang’s will and consent.

Any matters not specifically provided herein shall be resolved through consultation between the Parties.

For Party A’s business development needs, it requests to have one of Party B’s employees, Mr. Guanzhu Wang, seconded to Party A for a term of 6 months from January 1, 2012 to June 30, 2012 (the “Secondment”). Party A and Party B hereby enter into the following agreement on matters pertaining to the Secondment:

During the term of the Secondment, Mr. Guanzhu Wang shall assist Party A’s management team with corporate management and tasks relating to business improvement.

During the term of the Secondment, Party A shall pay RMB108,333 per month to Party B as fees for services provided by Mr. Guanzhu Wang to Party A, and the full amount of such fees shall be paid off by June 30, 2012.

This Agreement shall terminate immediately upon expiry of its term. Any renewal of this Agreement shall be negotiated between Party A and Party B subject to Mr. Guanzhu Wang’s will and consent.

Any matters not specifically provided herein shall be resolved through consultation between the Parties.

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 the initial public offering (the “Offering”) by the Company and certain selling shareholders of the Company of a certain number of American Depositary Shares (“ADSs”), each of which represents a certain number of ordinary shares (the “Ordinary Shares”), par value [US$0.01] per share, of the Company (together with the ADSs, the “Offered Securities”), including PRC legal issues relating to (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 , 2012, and (ii) the Company’s proposed listing of the ADSs on the .

In so acting, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents with respect to the documents submitted to us as copies. We have also assumed that the documents as they were presented to us up to the date of this legal opinion have not been revoked, amended, varied or supplemented. We have further assumed the accuracy and completeness of all factual statements in the documents. Where important facts were not independently established to us, we have relied upon certificates issued by governmental agents and representatives of the Company with proper authority and upon representations, made in or pursuant to the documents.

“Governmental Agencies” means any national, provincial or local governmental agency or body or any other regulator in the PRC.

“Governmental Authorizations” means licenses, consents, authorizations, sanctions, permissions, declarations, approvals, orders, registrations, clearances, annual inspections, waivers, qualifications, certificates and permits from, and the reports to and filings with, PRC Government Agencies.

“Group Companies” means the Company, Zhaopin Holding (Cayman) Limited and PRC Group Companies.

“Material Adverse Effect” means a material adverse effect on the general affairs, management, condition (financial or otherwise), results of operations, shareholder equity or business prospects of the Group Companies, taken as a whole.

“PRC Affiliates” means the companies which are listed in Schedule I hereto as “PRC Affiliates”.

“PRC Group Companies” means the PRC Affiliates and PRC Subsidiaries collectively, and individually a “PRC Group Company”.

“PRC Laws” means all laws, statutes, regulations, orders, decrees, notices, circulars, judicial interpretations, and subordinate legislations of the PRC.

“PRC Subsidiaries” means the companies which are listed in Schedule I hereto as “PRC Subsidiaries”.

“Prospectus” means the prospectus, including all amendments or supplements thereto, that forms a part of the Registration Statement.

“VIE Agreements” means the agreements described under the caption “Contractual Arrangements with Our Consolidated Affiliated Entities” in the section “Our Corporate History and Structure” in the Prospectus.

1. Each of the PRC Group Companies has been duly incorporated and is validly existing as a company with limited liability and full legal person status under the PRC Laws and its business license is in full force and effect. Except that the registered capital of Zhilian Yipin (Beijing) Technology Co. Ltd., or Zhilian Yipin, has not been paid in full in accordance with the relevant PRC Laws, Governmental Authorization and its articles of association as disclosed in the Prospectus, the registered capitals of all PRC Group Companies have been paid in accordance with the relevant PRC Laws, Governmental Authorizations and its articles of association. All of the equity interests in the PRC Group Companies are legally owned by their respective shareholders in the percentages as set out in Schedule I hereto, and to the best of our knowledge after due inquiry, are free and clear of all liens, encumbrances, security interest, mortgage, pledge, equities or claims or any third-party right except the pledges and option under VIE Agreements as disclosed in the Prospectus. Each of the PRC Group Companies has duly obtained all Governmental Authorizations that are required under the PRC Laws for the ownership of the equity interests in the PRC Group Companies by their respective shareholders in the percentages as set out in Schedule I hereto, except the Governmental Authorization for unpaid registered capital of Zhilian Yipin as disclosed in the Prospectus. To the best of our knowledge after due inquiry, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, nor any agreements or other obligations to issue or other rights to convert any obligation into, any equity interest in any of the PRC Group Companies, except the pledge and option under VIE Agreements as disclosed in the Prospectus. The articles of association of each of the PRC Group Companies comply with the requirements of applicable PRC Laws and are in full force and effect.

2. Except lack of necessary licenses for conducting business and lack of evidence of landlord’s title or right to lease for certain leased properties as disclosed in the Prospectus, each of the PRC Group Companies has full corporate right, power and authority and has obtained all material Governmental Authorizations of and from, and has made all material declarations and filings with, all Governmental Agencies to own, lease, license and use its properties and assets and to conduct its business as described in the Prospectus and such Governmental Authorizations contain no material burdensome restrictions or conditions. Nothing has come to our attention that makes us to reasonably believe that any Governmental Agency is considering modifying, suspending or revoking, or not renewing, any such Governmental Authorizations. Except lack of necessary licenses for conducting business as disclosed in the Prospectus, each of the PRC Group Companies conducts its business in accordance with, and is not in violation of, its articles of association, business license, Governmental Authorizations or any PRC Laws to which it is subject or by which it is bound.

3. The ownership structure of the PRC Group Companies as set forth in the Prospectus complies with, and immediately after this offering, will comply with, current PRC Laws.

4. Each of Zhilian Wangpin (Beijing) Technology Co., Ltd., or Zhilian Wangpin, the PRC Affiliates and the shareholders of the PRC Affiliates, as the case may be, has the legal right and full power and authority to enter into and perform its obligations under each of the VIE Agreements to which it is a party. Each of Zhilian Wangpin and the PRC Affiliates has taken all necessary corporate actions to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the VIE Agreements to which it is a party; and each of the VIE Agreements is, and taken as a whole are, valid and legally binding to each party of such agreements under the PRC Laws, and enforceable in accordance with its terms, except as disclosed in the Prospectus.

5. To the best of our knowledge after due inquiry, there are no legal, arbitral or governmental proceedings in progress or pending in the PRC to which any of the Group Companies is a party or of which any property of any Group Company is the subject which, if determined adversely to such Group Companies, would individually or in the aggregate have a Material Adverse Effect.

6. Except that the dividend of Zhilian Yipin may not be freely transferred out of the PRC due to its unpaid registered capital as disclosed in the Prospectuses, all dividends and other distributions declared and payable upon the interests in Beijing Wangpin Consulting Co., Ltd., Zhilian Wangpin (Beijing) Technology Co., Ltd., and Wangpin Information Consulting (Shanghai) Co., Ltd. in accordance with its articles of associations and the PRC Laws may be converted into foreign currency that may be freely transferred out of the PRC subject to certain procedures, and may be so paid without the necessity of obtaining any PRC Government Authorizations, except such as have been obtained.

7. As a matter of PRC Laws, none of the PRC Group Companies, or any of their respective properties, assets or revenues, are entitled to any right of immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any court in the PRC, service of process, attachment prior to or in aid of execution of judgment, or other legal process or proceeding for the granting of any relief or the enforcement of any judgment.

8. All matters of PRC Laws material to the ownership of, and operation of, the PRC Group Companies are accurately disclosed in the Prospectus in all material respects. The statements in the Prospectus under the captions “Prospectus Summary”, “Risk Factors,” “Dividend Policy,” “Use of Proceeds,” “Enforceability of Civil Liabilities,” “Our Corporate History and Structure,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Regulations,” “Management,” “Related Party Transactions” and “Taxation” to the extent that they constitute matters of PRC Laws or summaries of legal matters of the PRC or legal conclusions in respect of the PRC Laws, or summarize the terms and provisions of the agreements governed by PRC Laws, are correct and accurate in all material respects, and nothing has been omitted from such statements which would be necessary to make the same not misleading in any material respect.

9. On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”), and the State Administration of Foreign Exchange, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “New M&A Rule”), which became effective on September 8, 2006, as amended on June 22, 2009. The New M&A Rule purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions 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. On September 21, 2006, pursuant to the New M&A Rule and other PRC Laws and regulations, the CSRC, in its official website, promulgated relevant guidance with respect to the listing and trading of domestic enterprises’ securities on overseas stock exchanges, including a list of application materials with respect to the listing on overseas stock exchanges by SPVs. Based on our understanding of current PRC Laws, we believe that CSRC approval is not required in the context of this Offering.

This opinion relates to the PRC Laws in effect on the date hereof and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.

This opinion is rendered only with respect to the PRC Laws and we have made no investigations in any other jurisdiction and no opinion is expressed or implied as to the laws of any other jurisdiction.



Title of each class of securities to be registered	Proposed maximum offering price per share(2)	Amount of registration fee
Ordinary Shares, par value US$0.01 per share(1)	US$	US$


	Page
CONVENTIONS USED IN THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		49
USE OF PROCEEDS		51
DIVIDEND POLICY		53
CAPITALIZATION		54
DILUTION		56
EXCHANGE RATE INFORMATION		58
ENFORCEABILITY OF CIVIL LIABILITIES		59
OUR CORPORATE HISTORY AND STRUCTURE		61
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA		67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		70
INDUSTRY OVERVIEW		106
BUSINESS		112
REGULATION		121
MANAGEMENT		131
PRINCIPAL AND SELLING SHAREHOLDERS		139
RELATED PARTY TRANSACTIONS		141
DESCRIPTION OF SHARE CAPITAL		142
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		152
SHARES ELIGIBLE FOR FUTURE SALE		162
TAXATION		164
UNDERWRITING		171
EXPENSES RELATED TO THIS OFFERING		179
LEGAL MATTERS		180
EXPERTS		181
WHERE YOU CAN FIND ADDITIONAL INFORMATION		182
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1


	As of March 31, 2012
	Actual						Pro Forma						Pro Forma as Adjusted
	RMB			US$			RMB			US$			RMB	US$
	(in thousands)
Shareholders’ (deficit)/equity
Ordinary shares (US$0.01 par value; 159,051,299 shares authorized; 2,027,681 shares issued and outstanding; 87,572,183 shares outstanding on a pro forma basis)		168			27			6,094			968
Additional paid-in capital(1)		19,942			3,167			971,819			154,318
Statutory reserves		6,738			1,070			6,738			1,070
Accumulated other comprehensive loss		(11,604	)		(1,843	)		(11,604	)		(1,843	)
Accumulated deficits		(728,512	)		(115,863	)		(728,512	)		(115,683	)
Total shareholders’ (deficit)/equity		(713,268	)		(113,262	)		224,535			38,830

Total capitalization		679,587			107,915			679,587			107,915


	Exchange Rate
Period	Period End		Average(1)		Low		High
	(RMB per US$1.00)
2007		7.2946		7.5806		7.8127		7.2946
2008		6.8225		6.9193		7.2946		6.7800
2009		6.8259		6.8295		6.8470		6.8176
2010		6.6000		6.7689		6.8330		6.6000
2011		6.2939		6.4633		6.6364		6.2939
December		6.2939		6.3482		6.3733		6.2939
2012
January		6.3080		6.3119		6.3330		6.2940
February		6.2935		6.2997		6.3120		6.2935
March		6.2975		6.3124		6.3315		6.2975
April		6.3056		6.3093		6.3150		6.2975
May		6.3684		6.3242		6.3684		6.3052
June (through June 29, 2012)		6.3530		6.3633		6.3703		6.3530


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		Total amount of compensation cost to be recognized
			(US$)		(US$)		(US$)		(US$ in thousands)
September 18, 2008		60,000		1.80		1.24		0.44		27
January 1, 2009		7,590,000		1.60–1.80		0.43		0.07–0.16		869
January 1, 2010		3,908,600		1.80		0.68		0.18		704
October 22, 2010		2,750,000		1.80		1.26		0.53		1,469
March 31, 2011		500,000		2.80		1.69		0.67		335
October 1, 2011		1,632,340		4.00		2.57		1.01		1,651
January 1, 2012		200,000		4.00		3.18		1.47		294


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


	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$


	For the year ended December 31,															For the three months ended March 31,
	2008			2009			2010			2011						2011			2012			2012
	RMB			RMB			RMB			RMB			US$			RMB			RMB			US$
	(in thousands, except number of shares and per share data)
Selected Consolidated Statements of Operations Data
Revenues:
Online recruitment services		194,178			237,343			400,722			631,356			100,312			133,614			170,399			27,058
Campus recruitment services		18,447			20,918			38,039			49,601			7,881			12,397			18,743			2,976
Executive search services		37,856			24,954			31,364			34,137			5,424			6,074			8,454			1,342
Print advertising services		38,517			21,009			24,870			22,815			3,625			8,571			4,535			720
Other human resources related services		13,568			8,833			18,334			18,640			2,962			3,131			2,453			390

Total revenues		302,566			313,057			513,329			756,549			120,204			163,787			204,584			32,486
Less: Business tax and related surcharges		(16,773	)		(17,466	)		(30,372	)		(44,253	)		(7,031	)		(9,519	)		(12,111	)		(1,923	)

Net revenues		285,793			295,591			482,957			712,296			113,173			154,268			192,473			30,563
Cost of services(1)		(80,322	)		(49,333	)		(55,955	)		(58,550	)		(9,303	)		(16,868	)		(18,535	)		(2,943	)

Gross profit		205,471			246,258			427,002			653,746			103,870			137,400			173,938			27,620

Operating expenses:
Sales and marketing expenses(1)		(309,143	)		(232,918	)		(293,590	)		(351,023	)		(55,772	)		(83,710	)		(97,729	)		(15,519	)
General and administrative expenses(1)		(73,810	)		(89,961	)		(133,546	)		(130,068	)		(20,666	)		(28,840	)		(38,664	)		(6,140	)

Total operating expenses		(382,953	)		(322,879	)		(427,136	)		(481,091	)		(76,438	)		(112,550	)		(136,393	)		(21,659	)

(Loss)/income from operations		(177,482	)		(76,621	)		(134	)		172,655			27,432			24,850			37,545			5,961
Foreign currency exchange gain/(loss)		981			(112	)		(396	)		(116	)		(18	)		(62	)		(4	)		(1	)


	Years ended December 31,																					Three months ended March 31,
	2009						2010						2011									2011						2012
	RMB			%			RMB			%			RMB			US$			%			RMB			%			RMB			US$			%
	(in thousands, except percentages)
Revenues:
Online recruitment services		237,343			75.8	%		400,722			78.1	%		631,356			100,312			83.5	%		133,614			81.6	%		170,399			27,058			83.3	%
Campus recruitment services		20,918			6.7	%		38,039			7.4	%		49,601			7,881			6.5	%		12,397			7.6	%		18,743			2,976			9.2	%
Executive search services		24,954			8.0	%		31,364			6.1	%		34,137			5,424			4.5	%		6,074			3.7	%		8,454			1,342			4.1	%
Print advertising services		21,009			6.7	%		24,870			4.8	%		22,815			3,625			3.0	%		8,571			5.2	%		4,535			720			2.2	%
Other human resources related services		8,833			2.8	%		18,334			3.6	%		18,640			2,962			2.5	%		3,131			1.9	%		2,453			390			1.2	%
Total revenues		313,057			100.0	%		513,329			100.0	%		756,549			120,204			100	%		163,787			100.0	%		204,584			32,486			100.0	%
Less: Business tax and related surcharges		(17,466	)		(5.6	)%		(30,372	)		(5.9	)%		(44,253	)		(7,031	)		(5.8	)%		(9,519	)		(5.8	%)		(12,111	)		(1,923	)		(5.9	%)
Net revenues		295,591			94.4	%		482,957			94.1	%		712,296			113,173			94.2	%		154,268			94.2	%		192,473			30,563			94.1	%


	Risk-free interest rate			Expected volatility			Contractual life of options		Dividend yield			Fair value of underlying ordinary shares at the grant date
September 18, 2008		4.18	%		54.29	%		5 years		0	%	US$	1.24
January 1, 2009		3.25% for five years			57.78% for five years			5 years for 4,000,00		0	%	US$	0.43
		4.11% for ten years			62.11% for ten years			10 years for 3,590,000
January 1, 2010		2.73	%		63.27	%		5 years		0	%	US$	0.68
October 22, 2010		2.14	%		60.94	%		5 years		0	%	US$	1.26
March 31, 2011		2.55	%		61.12	%		5 years		0	%	US$	1.69
October 1, 2011		1.73	%		61.12	%		5 years		0	%	US$	2.57
January 1, 2012		2.01	%		62.04	%		5 years		0	%	US$	3.18


Valuation dates	WACC			DLOM
September 18, 2008		18.04	%		29	%
January 1, 2009		18.04	%		29	%
January 1, 2010		17.81	%		37	%
October 22, 2010		17.36	%		20	%
March 31, 2011		17.12	%		18	%
June 30, 2011		17.24	%		16	%
October 1, 2011		17.24	%		17	%
January 1, 2012		17.76	%		21	%


	For the three months ended
	March 31, 2010			June 30, 2010			September 30, 2010			December 31, 2010			March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			March 31, 2012
	(in thousands of RMB)
Revenues
Online recruitment services		72,798			95,849			112,006			120,069			133,614			161,666			165,539			170,537			170,399
Campus recruitment services		4,617			5,847			3,370			24,205			12,397			2,957			6,048			28,199			18,743
Executive search services		7,436			6,498			8,768			8,662			6,074			6,504			9,878			11,681			8,454
Print advertising services		7,427			6,426			5,423			5,594			8,571			5,872			5,056			3,316			4,535
Other human resources related services		3,923			4,653			3,574			6,184			3,131			4,970			3,104			7,435			2,453

Total revenues		96,201			119,273			133,141			164,714			163,787			181,969			189,625			221,168			204,584
Less: Business tax and related surcharges		(5,178	)		(6,788	)		(8,059	)		(10,347	)		(9,519	)		(10,536	)		(11,310	)		(12,888	)		(12,111	)

Net revenues		91,023			112,485			125,082			154,367			154,268			171,433			178,315			208,280			192,473
Cost of services(1)		(11,348	)		(12,341	)		(10,269	)		(21,997	)		(16,868	)		(11,243	)		(12,055	)		(18,384	)		(18,535	)

Gross profit		79,675			100,144			114,813			132,370			137,400			160,190			166,260			189,896			173,938

Operating expenses:
Sales and marketing expenses(1)		(63,362	)		(83,703	)		(73,654	)		(72,871	)		(83,710	)		(83,903	)		(87,316	)		(96,094	)		(97,729	)
General and administrative expenses(1)		(25,039	)		(29,373	)		(44,112	)		(35,022	)		(28,840	)		(32,538	)		(29,883	)		(38,807	)		(38,664	)

Total operating expenses		(88,401	)		(113,076	)		(117,766	)		(107,893	)		(112,550	)		(116,441	)		(117,199	)		(134,901	)		(136,393	)

(Loss)/income from operations		(8,726	)		(12,932	)		(2,953	)		24,477			24,850			43,749			49,061			54,995			37,545
Foreign currency exchange loss		(16	)		(101	)		(69	)		(210	)		(62	)		(17	)		(22	)		(15	)		(4	)
Interest income		14			117			116			461			922			1,831			2,757			3,370			4,338
Gain from disposal of investment held at cost		—			—			—			—			—			7,845			—			—			—
Other income/ (expenses), net		—			1,202			(61	)		175			12			1,806			23			(137	)		(20	)

(Loss)/income before income tax expenses		(8,728	)		(11,714	)		(2,967	)		24,903			25,722			55,214			51,819			58,213			41,859
Income tax expenses		(65	)		(385	)		(128	)		(645	)		(7,086	)		(15,210	)		(14,015	)		8,994			(6,874	)

Net(loss)/income		(8,793	)		(12,099	)		(3,095	)		24,258			18,636			40,004			37,804			67,207			34,985
Income allocated to participating preferred shareholders		—			—			—			(265	)		(18,204	)		(39,078	)		(36,929	)		(65,651	)		(34,175	)

Net (loss)/income attributable to ordinary shareholders		(8,793	)		(12,099	)		(3,095	)		23,993			432			926			875			1,556			810


	Years ended December 31,												Three months ended March 31,
	2009			2010			2011						2011			2012			2012
	RMB			RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net cash (used in)/provided by operating activities		(30,953	)		152,882			272,934			43,364			67,979			55,783			8,859
Net cash provided by/(used in) investing activities		58,760			(9,160	)		11,097			1,764			(3,545	)		(8,431	)		(1,339	)
Net cash used in financing activities		(1,660	)		(5,296	)		(1,840	)		(292	)		—			(3,025	)		(480	)
Effect of change in exchange rate on cash		(272	)		(842	)		(1,119	)		(178	)		(194	)		(36	)		(6	)
Net increase in cash		25,875			137,584			281,072			44,658			64,240			44,291			7,034
Cash at beginning of period		71,747			97,622			235,206			37,370			235,206			516,278			81,981
Cash at end of period		97,622			235,206			516,278			82,028			299,446			560,569			89,015


	Payment Due By
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands of RMB)
Advertising fees(1)		14,703		14,703		—		—		—
Operating leases(2)		45,745		23,345		22,386		14		—

Total		60,448		38,048		22,386		14		—


	2004			2005			2006			2007			2008			2009			2010			2011			2012E			2013E			2014E
China GDP (US$ in billion)		1,932			2,257			2,713			3,494			4,520			4,991			5,930			7,298			7,992			8,777			9,642
China real GDP growth (%)		10.1	%		11.3	%		12.7	%		14.2	%		9.6	%		9.2	%		10.4	%		9.2	%		8.2	%		8.8	%		8.7	%
China GDP per capita (US$)		1,486			1,726			2,064			2,645			3,404			3,739			4,421			5,414			5,899			6,446			7,046
US GDP (US$ in billion)		11,853			12,623			13,377			14,029			14,292			13,939			14,527			15,094			15,610			16,221			16,941
US real GDP growth (%)		3.5	%		3.1	%		2.7	%		1.9	%		(0.3	%)		(3.5	%)		3.0	%		1.7	%		2.1	%		2.4	%		2.9	%
US GDP per capita (US$)		40,401			42,629			44,750			46,467			46,901			45,348			46,900			48,387			49,601			51,058			52,817


Credit Suisse				Macquarie Capital


Benefits to job seekers		Benefits to employers
• Greater convenience and ease-of-use		• Fast, direct candidate applications

• Ability to quickly and efficiently apply for jobs		• More flexibility and cost effectiveness than off-line channels

• Greater functionality in searching for jobs (by location, industry or keyword, etc.)		• Reduces the administrative costs of attracting and processing candidate applications

• Greater number of job listings available from a single source		• Fewer timing, space and graphic restrictions in listing job information

• More detailed information displayed in individual job listings		• Shorter recruitment cycles

• Quick links to company websites and other information sources		• Much wider audience reach

• Proactive e-mail notification services		• Access to resume database for candidate search and ability to more accurately identify right candidates

• Easy to receive relevant job posting information, even when not actively looking for jobs		• Availability of online tools that pre-screen candidates and streamline the application process


Strong growth in job seekers utilizing online recruitment services		Strong growth in employers utilizing online recruitment services



Source: The iResearch Survey, 2011		Source: The iResearch Survey, 2011


	Market share (revenues)
	2008			2009			2010			Change in market share from 2008 to 2010
51job		28.4	%		27.7	%		31.9	%	+ 3.5 percentage points
Zhaopin		17.3	%		20.0	%		23.5	%	+ 6.2 percentage points
ChinaHR		23.6	%		16.9	%		15.6	%	- 8.0 percentage points
Others		30.7	%		35.4	%		29.0	%	- 1.7 percentage points


	Most frequently used job-search website in 2010			Most trustworthy information			Most professional recruitment services			Most able to satisfy job seekers’ needs
51job		28.7	%		30.3	%		31.7	%		31.6	%
Zhaopin		24.2	%		29.9	%		29.2	%		25.7	%
ChinaHR		7.3	%		11.7	%		12.3	%		10.4	%
Company 4		3.7	%		5.5	%		3.3	%		6.4	%
Company 5		3.3	%		3.4	%		3.2	%		4.5	%
Others		32.8	%		19.1	%		20.4	%		21.5	%


	Number of Employees		% of Total
Sales and Account Management		1,779		59.3	%
Operations and Customer Services		480		16.0	%
General and Administrative		303		10.1	%
Executive Search		143		4.8	%
Information Technology		76		2.5	%
Campus Recruitment		68		2.3	%
Marketing		61		2.0	%
Product Development		90		3.0	%

Total		3,000		100.0	%


Directors and Executive Officers	Age		Position/Title
Jason Lenga		37	Director
Daniel Phillips		48	Director
Hao Liu		43	Director
Evan Sheng Guo		40	Chief Executive Officer
James Jianmin Guo		41	Chief Financial Officer
Yihua Luo		39	Senior Vice President
Peng Shi		42	Vice President
George Weigang Wang		40	Vice President
Luyang Tang		43	Vice President
Jun Wang		42	Vice President


Service		Fees
• Issuance of ADSs		Up to US 5¢ per ADS issued
• Cancellation of ADSs		Up to US 5¢ per ADS canceled
• Distribution of cash dividends or other cash distributions		Up to US 5¢ per ADS held
• Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights		Up to US 5¢ per ADS held
• Distribution of securities other than ADSs or rights to purchase additional ADSs		Up to US 5¢ per ADS held
• Depositary Services		Up to US 5¢ per ADS held on the applicable record date(s) established by the Depositary
• Transfer of ADRs		US$1.50 per certificate presented for transfer


Underwriter		Number of ADSs
Credit Suisse Securities (USA) LLC
Macquarie Capital (USA) Inc.

Total


Securities and Exchange Commission 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$


Contents	Page
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2009, 2010 and 2011		F-3
Consolidated Statements of Comprehensive (Loss)/Income for the Years Ended December 31, 2009, 2010 and 2011		F-6
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2009, 2010 and 2011		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2010 and 2011		F-8
Notes to the Consolidated Financial Statements		F-9

Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2011 and March 31, 2012		F-48
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2011 and 2012		F-51
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2011 and 2012		F-52
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2012		F-53
Notes to the Unaudited Condensed Consolidated Financial Statements		F-54


		For the Years Ended December 31,
		2009			2010			2011			2011
	Note	RMB			RMB			RMB			US$
											Note 3(d)
Revenues:
Online recruitment services			237,343			400,722			631,356			100,312
Campus recruitment services			20,918			38,039			49,601			7,881
Executive search services			24,954			31,364			34,137			5,424
Print advertising services			21,009			24,870			22,815			3,625
Other human resources related services			8,833			18,334			18,640			2,962

Total revenues			313,057			513,329			756,549			120,204
Less: Business tax and related surcharges			(17,466	)		(30,372	)		(44,253	)		(7,031	)

Net revenues			295,591			482,957			712,296			113,173
Cost of services			(49,333	)		(55,955	)		(58,550	)		(9,303	)

Gross profit			246,258			427,002			653,746			103,870

Operating expenses:
Sales and marketing expenses			(232,918	)		(293,590	)		(351,023	)		(55,772	)
General and administrative expenses			(89,961	)		(133,546	)		(130,068	)		(20,666	)

Total operating expenses			(322,879	)		(427,136	)		(481,091	)		(76,438	)

(Loss)/income from operations			(76,621	)		(134	)		172,655			27,432
Other (expenses)/income:
Foreign currency exchange loss			(112	)		(396	)		(116	)		(18	)
Interest income			695			708			8,880			1,411
Gain from disposal of investment held at cost (related party transaction)	16(a)		—			—			7,845			1,246
Other (expenses)/income, net			(175	)		1,316			1,704			271

(Loss)/income before income tax expenses			(76,213	)		1,494			190,968			30,342
Income tax expenses	10		(1,134	)		(1,223	)		(27,317	)		(4,340	)

Net (loss)/income			(77,347	)		271			163,651			26,002
Income allocated to participating preferred shareholders	14		—			(265	)		(159,862	)		(25,399	)

Net (loss)/income attributable to ordinary shareholders			(77,347	)		6			3,789			603

Net (loss)/income per share:	14
—Basic			(38.15	)		0.00			1.87			0.30
—Diluted			(38.15	)		0.00			1.64			0.26
Weighted average number of shares used in computing net (loss)/income per share:
—Basic			2,027,681			2,027,681			2,027,681			2,027,681
—Diluted			2,027,681			95,516,823			99,727,399			99,727,399
Comprehensive (loss)/income:
Net (loss)/income			(77,347	)		271			163,651			26,002
Foreign currency translation adjustment, net of tax			(172	)		(857	)		(1,280	)		(203	)

Total comprehensive (loss)/income			(77,519	)		(586	)		162,371			25,799

Share-based compensation expenses allocated to cost of services and operating expenses:
Cost of services			51			85			168			27
Sales and marketing expenses			743			915			779			124
General and administrative expenses			3,388			12,597			6,270			996


	Ordinary Shares				Additional Paid-in Capital			Statutory Reserves		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Shareholders’ Deficit
	Shares		RMB		RMB			RMB		RMB			RMB			RMB
Balances as of January 1, 2009		2,027,681		168		—			—		(9,263	)		(843,334	)		(852,429	)
Share-based compensation expenses		—		—		4,182			—		—			—			4,182
Appropriation of statutory reserves		—		—		—			51		—			(51	)		—
Net loss		—		—		—			—		—			(77,347	)		(77,347	)
Foreign currency translation adjustment, net of tax		—		—		—			—		(172	)		—			(172	)

Balances as of December 31, 2009		2,027,681		168		4,182			51		(9,435	)		(920,732	)		(925,766	)

Share-based awards repurchase		—		—		(7,507	)		—		—			—			(7,507	)
Share-based compensation expenses		—		—		12,554			—		—			—			12,554
Appropriation of statutory reserves		—		—		—			85		—			(85	)		—
Net income		—		—		—			—		—			271			271
Foreign currency translation adjustment, net of tax		—		—		—			—		(857	)		—			(857	)

Balances as of December 31, 2010		2,027,681		168		9,229			136		(10,292	)		(920,546	)		(921,305	)

Expiration of put option (Note 11)		—		—		1,043			—		—			—			1,043
Share-based compensation expenses		—		—		7,217			—		—			—			7,217
Appropriation of statutory reserves		—		—		—			6,602		—			(6,602	)		—
Net income		—		—		—			—		—			163,651			163,651
Foreign currency translation adjustment, net of tax		—		—		—			—		(1,280	)		—			(1,280	)

Balances as of December 31, 2011		2,027,681		168		17,489			6,738		(11,572	)		(763,497	)		(750,674	)


		Estimated Useful Lives of the Assets
Leasehold improvements		Shorter of the remaining lease period or the estimated useful life
Electronic equipment		3 years
Furniture and office equipment		5 years
Motor vehicles		5 years


	For the Years Ended December 31,
	2009			2010			2011
	RMB			RMB			RMB
Balance at beginning of the period		(1,506	)		(1,545	)		(2,202	)
Additions: charges to bad debt expenses, net of recoveries		(1,702	)		(3,017	)		(795	)
Less: write-offs of accounts receivable		1,663			2,360			1,131

Balance at end of the period		(1,545	)		(2,202	)		(1,866	)


	Amount
	RMB
For the year
2012		1,098
2013		572
2014		164
2015		26
2016 and thereafter		123


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
				US$
Balance at January 1, 2009		13,371,500			0.44		6.05
Granted		7,590,000			1.77		—
Forfeited		(2,970,675	)		1.72		—

Balance at December 31, 2009		17,990,825			0.79		5.60

Granted		6,658,600			1.80
Repurchased		(991,000	)		0.74
Forfeited		(401,675	)		1.45
Expired		(271,500	)		1.16		—

Balance at December 31, 2010		22,985,250			1.06		4.50

Granted		2,207,340			3.72
Forfeited		(759,104	)		1.63
Expired		(3,000	)		1.16		—

Balance at December 31, 2011		24,430,486			1.28		3.59

Vested and exercisable at December 31, 2011		19,001,987			0.92		3.42


	Year of Issuance		Issue Price		Total Shares Originally Issued		Number of Shares Repurchased and Exchanged		Shares Issued and Outstanding as of December 31, 2011		Aggregate Liquidation Value		Initial Conversion Ratio
			US$								US$
Series A		1999-2003		0~2.06		13,411,171		13,120,168		291,003		115	1:1.70795
Series B		2004		0.49		4,176,069		3,715,320		460,749		226	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		19,426,718		—		19,426,718		20,000	1:1
Series D-2		2008		1.60		4,687,500		—		4,687,500		7,500	1:1
Series E		2008		1.80		60,391,186		—		60,391,186		108,704	1:1

Total						117,815,522		32,477,036		85,338,486		136,587


	For the Year Ended December 31, 2011
	RMB
Numerator:
Net income attributable to ordinary shareholders		3,789
Income allocated to participating preferred shareholders		159,862
Numerator for basic and diluted (loss)/income per share		163,651

Denominator:
Denominator for basic income per share-weighted average ordinary shares outstanding		2,027,681
Pro forma effect of convertible preferred shares		85,544,502
Denominator for pro forma basic income per share		87,572,183
Incremental effect of share of options		12,155,216
Denominator for pro forma diluted (loss)/income per share		99,727,399
Pro-forma net income per share
Basic		1.87

Diluted		1.64


	Advertising Fees		Operating Leases		Total
	RMB		RMB		RMB
2012		14,703		23,345		38,048
2013		—		15,557		15,557
2014		—		6,829		6,829
2015		—		14		14
2016 and thereafter		—		—		—

		14,703		45,745		60,448


Commitments and contingencies
Mezzanine equity
Series A convertible preferred shares (US$0.01 par value; 12,604,286 shares authorized, 291,003 shares issued and outstanding, liquidation value of US$115)	952		952		952		151
Series B convertible preferred shares (US$0.01 par value; 4,013,203 shares authorized, 460,749 shares issued and outstanding, liquidation value of US$226)	1,873		1,873		1,873		298
Series C convertible preferred shares (US$0.01 par value; 15,722,878 shares authorized, 81,330 shares issued and outstanding, liquidation value of US$42)	344		344		344		55
Series D-1 convertible preferred shares (US$0.01 par value; 19,426,718 shares authorized, issued and outstanding, liquidation value of US$20,000)	156,181		156,181		156,181		24,815
Series D-2 convertible preferred shares (US$0.01 par value; 4,687,500 shares authorized, issued and outstanding, liquidation value of US$7,500)	52,416		52,416		52,416		8,328
Series E redeemable convertible preferred shares (US$0.01 par value; 62,808,613 shares authorized, 60,391,186 shares issued and outstanding, liquidation value of US$108,704)	746,037		746,037		746,037		118,533

Total mezzanine equity	957,803		957,803		957,803		152,180

Ordinary shares (US$0.01 par value, 159,051,299 shares authorized, 2,027,681 shares issued and outstanding)	168		168		168		27
Additional paid-in capital	4,182		9,229		17,489		2,779
Accumulated other comprehensive loss	(9,435	)	(10,292	)	(11,572	)	(1,839	)
Accumulated deficit	(920,681	)	(920,410	)	(756,759	)	(120,236	)

Total shareholders’ deficit	(925,766	)	(921,305	)	(750,674	)	(119,269	)

Total liabilities, mezzanine equity and shareholders’ deficit	60,333		46,208		222,482		35,348