[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2) Proposed maximum aggregate Amount of registration fee (1) Class A ordinary Shares, par value US$0.01 per share US$100,000,000 US$12,880 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration] [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] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES TENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZHAOPIN LIMITED (adopted by a Special Resolution passed on , 2014 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) THE COMPANIES] [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/653331-000001/23555895v6 Zhaopin Limited c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands [*] Dear Sirs Zhaopin Limited Company Registration Statement Form F-1 Commission Act Shares Underwriting Agreement 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies of the following documents: 1.1 Current Articles Post-IPO Articles The Certificate of Incorporation] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Re: American Depositary Shares of Zhaopin Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [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: May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC We are qualified] [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, LTD. 2005 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2005 Plan The purposes of this 2005 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 Subsidiary “ g) Continuous Status as] [ZHAOPIN, LTD. 2006 STOCK OPTION PLAN ARTICLE 1. PURPOSE 2006 Plan ARTICLE 2. DEFINITIONS As used herein, the following definitions shall apply: Board “ Change Of Control Event “ China PRC “ Code “ Commission “ Company Zhaopin Subsidiary “ Continuous Status as an Employee “ Director “ Employee “ Exchange Act “ Managers “ Option incentive stock option Stock] [ZHAOPIN LIMITED 2010 GLOBAL SHARE PLAN (Adopted by the Company’s Board of Directors on 26 April, 2010) (Approved by the Company’s Members on 25 May, 2010) 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] [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] [Zhaopin Limited 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Zhaopin Limited Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so] [ZHAOPIN LIMITED EMPLOYMENT AGREEMENT Agreement Executive Company This Employment Agreement (the “ RECITALS The Company believes it is in the best interests of the Company to retain Executive and incentivize Executive to serve the Company. Accordingly, the Company and Executive agree to enter into this Employment Agreement. Now therefore, in consideration of the mutual promises, covenants and agreements contained herein,] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 1 Derivative Actions except (ii) Reviewing Party Expense Advance (b) Contribution (c) 2 Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of Expenses (f)] [Equity Interest Pledge Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Yuanwei Xie Residence: Room 306, No. 76 Shilansancun, Putuo District, Shanghai ID card No.: *** Party] [Loan Agreement By and between Yuanwei Xie Xin WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd May 2, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Yuanwei Xie Residence: Room 306. No. 76 Shilansancun, Putuo District, Shanghai ID card No.: *** Party B: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District, Nanjing] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011 Exclusive Technology Consulting and Service Agreement Agreement This Exclusive Technology Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue,] [Business Operations Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal] [Exclusive Equity Option Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd On Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014 Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address:] [Power of Attorney I, Yuanwei Xie, citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Zhilian Sanke Human Resources Service Co., Ltd. (“Zhilian Sanke”) holding 50% equity interest of Zhilian Sanke, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers] [Equity Interest Pledge Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao Liu Residence: 3A 1211, No. 22 Baiziwan Road, Chaoyang District, Beijing ID card No.: *** Party B:] [Loan Agreement By and between Hao Liu Xin WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd May 2, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Hao Liu Residence: 3A 1211, No. 22 Baiziwan Road, Chaoyang District, Beijing ID card No.: *** Party B: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District,] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011 Exclusive Technology Consulting and Service Agreement Agreement This Exclusive Technology Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue,] [Business Operations Agreement By and between Hao LIU Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal representative: Sheng] [Exclusive Equity Option Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. On Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014 Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 573, Shenchang Building,] [Power of Attorney I, Hao Liu, citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Shenyang Zhilian Wangpin Advertising Co., Ltd. (“Shenyang Advertisement”) holding 60% equity interest of Shenyang Advertisement, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao LIU Residence: ID Card No.: Party B: Guanzhu WANG Residence: ID Card No.: Party C: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party D: the Companies Listed in Appendix] [Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: the Companies Listed in Appendix 1 Party C: Hao LIU Residence: ID card No.: Party D: Guanzhu WANG Residence: ID Card No.: Party] [Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: Hao LIU: Residence: ID card No.: Party C: Guanzhu WANG: Residence: ID Card No.: Party D: the Companies Listed in Appendix] [Power of Attorney — — — — I, [ — — — — — I hereby authorize the person appointed by Zhilian Wangpin to exercise, on my behalf, all my rights as shareholder in accordance with PRC laws and [ — Such authorization and appointment are based upon the precondition that such person designated by Zhilian Wangpin is acting as] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Hao LIU Residence: ID card No.: Party B: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party C: the Companies Listed in Appendix 1 Party C Pledgor Pledgee Party Parties (In] [Business Operations Agreement Agreement PRC This Business Operations Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: the Companies Listed in Appendix 1 Party C: Hao LIU Residence: ID card No.: Party B Parties Party (In this Agreement, the companies] [Exclusive Equity Option Agreement Agreement PRC This Exclusive Equity Option Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd. Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: Hao LIU: Residence: ID card No.: Party C: the Companies Listed in Appendix 1 Party C Parties Party (In this Agreement,] [Power of Attorney I, [•], citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of [•] (“[•]”) holding [•]% equity interest of [•], hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights during the period of validity of this Power] [Loan Agreement By and between Hao LIU Guanzhu WANG And Zhilian Wangpin (Beijing) Technology Co., Ltd Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Hao LIU Residence: ID card No.: Party B: Guanzhu WANG Residence: ID Card No. Borrower (In this Agreement, Party A and Party B are collectively or individually called the “ Party C: Zhilian] [Exclusive Consulting and Service Agreement Agreement This Exclusive Consulting and Service Agreement (this “ Party A: Zhilian Wangpin (Beijing) Technology Co., Ltd Address: Room 1202-1203, Building B, No. 19 Zhongguancun Avenue, Haidian District, Beijing; Legal representative: Hao LIU Party B: The Companies listed in Appendix 1 Party B Parties Party (In this Agreement, the companies listed in Appendix 1 are] [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] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Zhaopin Limited of our report dated February 21, 2014, relating to the consolidated financial statements of Zhaopin Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add : beijing@tongshang.com Website: www.tongshang.com.cn May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Dear Sir, Yours Sincerely, Commerce & Finance] [April 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Re: Zhaopin Limited Ladies and Gentlemen, For and on behalf of Shanghai iResearch Co., Ltd., China Vice President April 4, 2014 [Corporate Seal Affixed] EX-23.4 42 d653603dex234.htm EX-23.4] [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: May 5, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 The People’s Republic of China Dear Sirs: PRC Company Offering ADSs Registration Statement We have acted as] [SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED , 2012 American Depositary Shares Zhaopin Limited Representing Ordinary Shares 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] [Copies to: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong (+852) 3740-4700 Howard Zhang, Esq. Davis Polk & Wardwell LLP 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China (+86) 10-8567-5002 Approximate date of commencement] [May 2, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.5 46 d653603dex995.htm EX-99.5] [May 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.6 47 d653603dex996.htm EX-99.6] [May 4, 2014 Zhaopin Limited 6/F, Fosun International Centre 237 Chaoyang North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-99.7 48 d653603dex997.htm EX-99.7]