[INTRODUCTION 1 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 40 ITEM 4A. UNRESOLVED STAFF COMMENTS 61 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 61 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 88 ITEM] [Equity Interest Pledge Agreement By and between Xin WANG Yuanwei Xie Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd June 20, 2014 Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ Party A: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District, Nanjing ID Card No.: *** Party] [Loan Agreement By and between Xin WANG Yuanwei Xie And Zhilian Wangpin (Beijing) Technology Co., Ltd June 20, 2014 Loan Agreement Agreement PRC This Loan Agreement (this “ Party A: Xin WANG Residence: Room 106, Building 16, No. 39 Xinzhuangcun, Xuanwu District, Nanjing ID Card No.: *** Party B: Yuanwei Xie Residence: Room 306. No. 76 Shilansancun, Putuo District, Shanghai] [Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd June 20, 2014 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 573, Shenchang Building, No. 51 Zhichun Road, Haidian District,] [Business Operations Agreement By and between Xin WANG Yuanwei Xie Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd June 20, 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 Xin WANG Yuanwei Xie Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd On Guangzhou Houbo Information Technology Co., Ltd June 20, 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, Xin Wang, citizen of the People’s Republic of China (the “PRC”) with ID No. of ***, is the shareholder of Guangzhou Houbo Information Technology Co., Ltd. (“Guangzhou Houbo”) holding 50% equity interest of Guangzhou Houbo, hereby irrevocably authorize the person designated by Zhilian Wangpin (Beijing) Technology Co., Ltd (“Zhilian Wangpin”) with the following powers and rights] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this “ Company (1) Zhaopin Limited, a company incorporated in the Cayman Islands (the “ Investor (2) PCV Belge SCS, a company incorporated in Belgium (the “ Party Parties The Investor on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “ RECITALS A.] [List of Significant Subsidiaries and Affiliated Entities of Zhaopin Limited Name Jurisdiction of Incorporation Subsidiaries: Jobs DB China Investments Limited Hong Kong 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.] [I, Evan Sheng Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Zhaopin Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, James Jianmin Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Zhaopin Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. October 10, 2014 Evan Sheng Guo Chief Executive Officer EX-13.1 12 d785176dex131.htm EX-13.1] [Certification by the Principal Financial Officer (3) (4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. October 10, 2014 James Jianmin Guo Chief Financial Officer EX-13.2 13 d785176dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-198778) of Zhaopin Limited of our report dated October 10, 2014 relating to the financial statements, which appears in this Form 20-F. Beijing, the People’s Republic of China October 10, 2014 EX-15.1 14 d785176dex151.htm EX-15.1] [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 October 10, 2014 Zhaopin Limited 5/F, Shoukai Plaza No.10 Furong Street Wangjing, Chaoyang District, Beijing People’s Republic of China Dear Sir, Yours faithfully, EX-15.2 15 d785176dex152.htm EX-15.2]