[] [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 May 22, 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] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2] [Our ref MUL/653331-000001/33078566v6 Zhaopin Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands 16 September 2014 Dear Sirs Zhaopin Limited Company Form S-8 Commission Act Registration Statement Shares Plans 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies of the following documents, and such other documents as we deem necessary: 1.1 Articles The certificate of] [ZHAOPIN, LTD. 2009 STOCK OPTION PLAN ARTICLE 1. PURPOSE “2009 Plan”) The purposes of this 2009 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 an Employee] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM September 16, 2014 EX-23.1 6 d781203dex231.htm EX-23.1]