[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2) Proposed maximum offering Amount of registration fee (1) Ordinary Shares, par value US$0.01 per share US$ US$ (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each] [AMENDED AND RESTATED 19 February 2013 THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ZHAOPIN LIMITED (Adopted by Special Resolution dated 8 February 2013 and effective 19 February 2013) 1. Name Company The name of the Company is Zhaopin Limited (the “ 2. Registered Office Board The Registered] [SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT “Shareholders Agreement” ) ( “Zhaopin” “Company” ), Schedule 1 “Existing Shareholders” ), Schedule 2 “Investors” ), “Existing Agreement” ). This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the The parties believe it is in the best interests of Zhaopin and the other parties hereto to provide to the Investors and the Existing] [Our ref SMC/653331-000001/23555895v2 Zhaopin Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands [*] 2014 Dear Sirs Zhaopin Limited Company Registration Statement Form F-1 Commission Act Shares Underwriting Agreement We have acted as Cayman Islands counsel to Zhaopin Limited (the “ 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] [DATE] Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Re: American Depositary Shares of Zhaopin Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 www.tongshang.com.cn E-mail Add : beijing@tongshang.com Website: — [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC We are qualified lawyers] [Zhaopin.com, Ltd. 2004 Employee Stock Option Plan ZHAOPIN, LTD. 2004 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2004 Plan The purposes of this 2004 Stock Option Plan (the “ ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: a) Board “ b) Change Of Control Event “ c) China PRC “ d) Code “ e) Commission “ f) Company] [ZHAOPIN LIMITED 2013 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on 28 June, 2013) (Approved by the Company’s Members on 28 June, 2013) Purposes of the Plan 1. Definitions 2. Administrator (a) “ Applicable Law (b) “ Award (c) “ Award Agreement (d) “ Board (e) “ Change in Control (f) “ Change in Ownership of the] [Beijing Wangpin Consulting Co., Ltd. Contract Chapter 1 General Provisions Chapter 2 Joint Venture Parties Article 1 Party A Legal address: Suite E 7F Building A, East Gate Plaza, 9 Dongzhong Street, Dongcheng District Party B Legal address: Chapter 3 Formation of Joint Venture Company Article 2 Article 3 The legal address of the JVC shall be: Suite B 5F] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Subsidiaries: Zhilian Wangpin (Beijing) Technology Co., Ltd. PRC Zhilian Yipin (Beijing) Technology Co., Ltd. PRC Guangdong Zhilian Culture & Media Co., Ltd. PRC Beijing Wangpin Consulting Co., Ltd. PRC Affiliated Entities: Beijing Zhilian Sanke Human Resources Service Co., Ltd. PRC Shenyang Zhilian Wangpin Advertising Co., Ltd. PRC] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn — [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Dear Sir, — We hereby consent to the] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 www.tongshang.com Website: — [ Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC Company Offering ADSs Registration Statement — We have acted as]