Form 20-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
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o |
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
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o |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number: 000-50841
51job, Inc.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
Peoples Republic of China
(Address of principal executive offices)
Rick Yan, Chief Executive Officer
Telephone: +(86-21) 6160-1888
Facsimile: +(86-21) 6879-6233
Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
Peoples Republic of China
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered |
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American Depositary Shares, each
representing two common shares,
par value US$0.0001 per share
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The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market) |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 55,126,859 common shares, par
value US$0.0001 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
o Yes þ No
If this is an annual or transition report, indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o
Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
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o Large accelerated filer
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þ Accelerated filer
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o Non-accelerated filer |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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þ U.S. GAAP
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o International Financial Reporting Standards as issued by the International Accounting Standards Board
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o Other |
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow. o Item 17 o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). o Yes þ No
INTRODUCTION
Unless otherwise indicated, references in this annual report to:
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ADRs are to the American depositary receipts that evidence our ADSs; |
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ADSs are to our American depositary shares, each of which represents two common shares; |
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China or the PRC are to the Peoples Republic of China, excluding for the purpose
of this annual report Hong Kong, Macau and Taiwan; |
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Nasdaq are to the Nasdaq Global Select Market; |
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RMB are to Renminbi, the legal currency of the PRC; |
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shares or common shares are to our common shares, with par value US$0.0001 per share; |
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U.S. GAAP are to the generally accepted accounting principles in the United States of America; and |
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US$ are to U.S. dollars, the legal currency of the United States of America. |
Unless the context indicates otherwise, we, us, our company, our and 51job refer to
51job, Inc., its predecessor entities and subsidiaries, and, in the context of describing our
operations, also include our affiliated entities.
In addition, unless otherwise indicated, references in this annual report to:
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51net are to 51net.com Inc.; |
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AdCo are to Shanghai Qianjin Advertising Co., Ltd.; |
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AdCo Subsidiaries are to the subsidiaries of AdCo that conduct advertising businesses; |
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Qian Cheng are to Beijing Qian Cheng Si Jin Advertising Co., Ltd.; |
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RAL are to Shanghai Run An Lian Information Consultancy Co., Ltd.; |
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Run An are to Beijing Run An Information Consultancy Co., Ltd.; |
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Tech JV are to Qianjin Network Information Technology (Shanghai) Co., Ltd.; |
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Wang Cai AdCo are to Shanghai Wang Cai Advertising Co., Ltd.; |
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Wang Ju are to Shanghai Wang Ju Human Resource Consulting Co., Ltd.; |
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WFOE are to Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd.; and |
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Wuhan AdCo are to Wuhan Mei Hao Qian Cheng Advertising Co., Ltd. |
Any discrepancies in any table between the amounts identified as total amounts and the sum of
the amounts listed therein are due to rounding.
This annual report contains translations of certain Renminbi amounts into U.S. dollar amounts
at specified rates solely for your convenience. All translations from Renminbi to U.S. dollars were
made at the noon buying rate in New York for cable transfers of Renminbi as set forth in the H.10
weekly statistical release of the Federal Reserve Board, which was RMB6.8259 to US$1.00 on December
31, 2009. For further information on exchange rates, see Item 3. Key Information Selected
Financial Data Exchange Rate Information.
This annual report on Form 20-F includes our audited consolidated statements of operations
data for the years ended December 31, 2007, 2008 and 2009, and audited consolidated balance sheet
data as of December 31, 2008 and 2009.
ii
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains statements of a forward-looking nature. These
statements are made within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the Private Securities Litigation Reform Act of 1995. You can identify
these forward-looking statements by terminology such as may, will, should, expect,
intend, plan, anticipate, believe, estimate, predict, potential, continue or the
negative of these terms or other comparable terminology. The accuracy of these statements may be
impacted by a number of business risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated, including the following risks:
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market acceptance of our services; |
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our ability to expand into other recruitment and human resource services such as
business process outsourcing; |
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our ability to control our operating costs and expenses; |
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our potential need for additional capital and the availability of such capital; |
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behavioral and operational changes of our customers in meeting their human resource
needs as they respond to evolving social, economic and political changes in China as well
as stock market volatilities; |
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changes in our management team and other key personnel; |
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introduction by our competitors of new or enhanced products and services; |
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price competition in the market for the various human resource services that we provide in China; |
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seasonality of our business; |
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fluctuations in the value of the Renminbi against the U.S. dollar and other currencies; |
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our ability to develop or introduce new products and services outside of the human resources industry; |
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fluctuations in general economic conditions; and |
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other risks outlined in our filings with the Securities and Exchange Commission,
including this annual report on Form 20-F and any amendments thereto. |
These risks are not exhaustive. You should read these statements in conjunction with the risks
disclosed in Item 3. Key Information Risk Factors of this annual report and other risks
outlined in our other filings with the Securities and Exchange Commission. Moreover, we operate in
an emerging and evolving environment. New risks may emerge from time to time, and it is not
possible for our management to predict all risks, nor can we assess the impact of such risks on our
business or the extent to which any risk, or combination of risks, may cause actual results to
differ materially from those contained in any forward-looking statements. 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.
iii
PART I
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ITEM 1. |
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IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not applicable.
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ITEM 2. |
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OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
A. Selected Financial Data
The following tables present the selected consolidated financial information for our company.
The selected consolidated statement of operations data for the years ended December 31, 2007, 2008
and 2009, and the selected consolidated balance sheet data as of December 31, 2008 and 2009, are
derived from our audited consolidated financial statements, which are included in this annual
report beginning on page F-1. The selected consolidated statement of operations data for the years
ended December 31, 2005 and 2006, and the selected consolidated balance sheet data as of December
31, 2005, 2006 and 2007 have been derived from our audited consolidated financial statements, which
are not included in this annual report. You should read the following information in conjunction
with the consolidated financial statements and the related notes included elsewhere in this annual
report and Item 5. Operating and Financial Review and Prospects. Our consolidated financial
statements are prepared and presented in accordance with U.S. GAAP. The historical results
presented below do not necessarily indicate results expected for any future period.
Certain prior year amounts have been reclassified with no effect on net income or retained
earnings to conform to the 2009 financial statement presentation.
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For the year ended December 31, |
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(in thousands, except per share data) |
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2005 |
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2006 |
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2007 |
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2008 |
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2009 |
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2009 |
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RMB |
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RMB |
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RMB |
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RMB |
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RMB |
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US$ |
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Selected Consolidated Statement of
Operations Data: |
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Revenues: |
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Print advertising |
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356,285 |
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389,535 |
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430,621 |
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359,234 |
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279,467 |
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40,942 |
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Online recruitment services |
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159,495 |
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219,794 |
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282,688 |
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312,121 |
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332,987 |
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48,783 |
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Other human resource related
revenues |
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79,814 |
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88,524 |
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130,957 |
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189,062 |
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204,666 |
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29,984 |
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Total revenues |
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595,594 |
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697,853 |
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844,266 |
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860,417 |
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817,120 |
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119,709 |
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Net revenues |
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562,026 |
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659,843 |
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799,284 |
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815,478 |
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773,947 |
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113,384 |
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Cost of services(1) |
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(269,328 |
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(294,068 |
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(349,022 |
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(377,487 |
) |
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(305,722 |
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(44,789 |
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Gross profit |
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292,698 |
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365,775 |
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450,262 |
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437,991 |
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468,225 |
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68,595 |
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Operating expenses(1): |
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Sales and marketing |
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(115,095 |
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(136,770 |
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(181,230 |
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(215,228 |
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(214,400 |
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(31,410 |
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General and administrative |
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(100,614 |
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(114,322 |
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(128,347 |
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(125,981 |
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(133,511 |
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(19,560 |
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Total operating expenses |
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(215,709 |
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(251,092 |
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(309,577 |
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(341,209 |
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(347,911 |
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(50,970 |
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Income from operations |
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76,989 |
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114,683 |
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140,685 |
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96,782 |
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120,314 |
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17,625 |
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Income before income tax expense |
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91,367 |
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127,901 |
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148,979 |
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107,777 |
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144,717 |
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21,201 |
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Income tax expense |
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(29,945 |
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(28,560 |
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(45,402 |
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(31,176 |
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(32,205 |
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(4,718 |
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Net income |
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61,422 |
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99,341 |
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103,577 |
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76,601 |
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112,512 |
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16,483 |
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Earnings per share: |
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Basic |
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1.10 |
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1.79 |
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1.84 |
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1.35 |
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2.03 |
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0.30 |
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Diluted |
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1.07 |
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1.76 |
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1.83 |
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1.35 |
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2.02 |
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0.30 |
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Earnings per ADS(2): |
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Basic |
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2.21 |
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3.58 |
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3.68 |
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2.71 |
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4.05 |
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0.59 |
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Diluted |
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2.15 |
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3.52 |
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3.66 |
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2.70 |
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4.03 |
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0.59 |
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1
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As of December 31, |
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(in thousands) |
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2005 |
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2006 |
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2007 |
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2008 |
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2009 |
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2009 |
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RMB |
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RMB |
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RMB |
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RMB |
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RMB |
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US$ |
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Selected Consolidated Balance
Sheet Data: |
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Assets: |
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Cash |
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830,634 |
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868,698 |
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1,007,520 |
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1,058,310 |
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957,407 |
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140,261 |
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Short-term investments |
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10,555 |
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16,100 |
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257,310 |
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37,696 |
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Total current assets |
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892,545 |
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919,576 |
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1,075,288 |
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1,141,252 |
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1,277,544 |
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187,161 |
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Total non-current assets |
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70,875 |
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208,039 |
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227,878 |
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233,117 |
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234,972 |
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34,424 |
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Total assets |
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963,420 |
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1,127,615 |
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1,303,166 |
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1,374,369 |
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1,512,516 |
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221,585 |
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Liabilities: |
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Total current liabilities |
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109,540 |
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139,075 |
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176,115 |
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146,796 |
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187,366 |
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27,450 |
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Total non-current liabilities |
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122 |
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516 |
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730 |
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1,011 |
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148 |
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Total liabilities |
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109,540 |
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139,197 |
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176,631 |
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147,526 |
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188,377 |
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27,598 |
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Total shareholders equity |
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853,880 |
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988,418 |
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1,126,535 |
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1,226,843 |
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1,324,139 |
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193,987 |
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Total liabilities and
shareholders equity |
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963,420 |
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1,127,615 |
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1,303,166 |
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1,374,369 |
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1,512,516 |
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221,585 |
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(1) |
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Share-based compensation was included in the consolidated statement of operations data as
follows: |
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For the year ended December 31, |
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(in thousands) |
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2005 |
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2006 |
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|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
Cost of services |
|
|
(1,480 |
) |
|
|
(4,621 |
) |
|
|
(4,931 |
) |
|
|
(4,564 |
) |
|
|
(4,360 |
) |
|
|
(639 |
) |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(1,438 |
) |
|
|
(3,972 |
) |
|
|
(4,241 |
) |
|
|
(3,923 |
) |
|
|
(3,748 |
) |
|
|
(549 |
) |
General and administrative |
|
|
(11,635 |
) |
|
|
(19,926 |
) |
|
|
(20,479 |
) |
|
|
(18,947 |
) |
|
|
(18,912 |
) |
|
|
(2,771 |
) |
|
|
|
(2) |
|
Each ADS represents two common shares. |
Exchange Rate Information
We publish our financial statements in Renminbi. This annual report contains translations of
certain Renminbi amounts into U.S. dollars at specified rates solely for your convenience. All
translations from Renminbi to U.S. dollars were made at the noon buying rate in New York for cable
transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve
Board, which was RMB6.8259 to US$1.00 on December 31, 2009. The noon buying rate on April 9, 2010
was RMB6.8229 to US$1.00. We make no representation that the Renminbi or U.S. dollar amounts
referred to in this annual report could have been or could be converted into U.S. dollars or
Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. See Item
3. Key Information Risk Factors Risks Related to the Peoples Republic of China
Governmental control of currency conversion may affect the value of your investment and The
fluctuation of the Renminbi may materially and adversely affect your investment as well as Item
11. Quantitative and Qualitative Disclosures about Market Risk Foreign Exchange Risk for
discussions on our foreign exchange risk and the effects of currency control and fluctuating
exchange rates on the value of our ADSs.
2
The following table sets forth information regarding the noon buying rates for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noon buying rate of Renminbi per U.S. dollar |
|
Period |
|
Period-end |
|
|
Average(1) |
|
|
Low |
|
|
High |
|
2005 |
|
|
8.0702 |
|
|
|
8.1826 |
|
|
|
8.2765 |
|
|
|
8.0702 |
|
2006 |
|
|
7.8041 |
|
|
|
7.9579 |
|
|
|
8.0702 |
|
|
|
7.8041 |
|
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 |
|
October |
|
|
6.8264 |
|
|
|
6.8267 |
|
|
|
6.8292 |
|
|
|
6.8248 |
|
November |
|
|
6.8265 |
|
|
|
6.8271 |
|
|
|
6.8300 |
|
|
|
6.8255 |
|
December |
|
|
6.8259 |
|
|
|
6.8274 |
|
|
|
6.8299 |
|
|
|
6.8244 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
6.8268 |
|
|
|
6.8269 |
|
|
|
6.8295 |
|
|
|
6.8258 |
|
February |
|
|
6.8258 |
|
|
|
6.8285 |
|
|
|
6.8330 |
|
|
|
6.8258 |
|
March |
|
|
6.8258 |
|
|
|
6.8262 |
|
|
|
6.8270 |
|
|
|
6.8254 |
|
April (through April 9) |
|
|
6.8229 |
|
|
|
6.8250 |
|
|
|
6.8263 |
|
|
|
6.8229 |
|
|
|
|
(1) |
|
Annual averages are calculated from month-end rates. Monthly averages are calculated using
the average of the daily rates during the relevant period. |
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Risks Related to Our Business
A slowdown in the PRC economy has had, and may continue to have, a material and adverse impact
on our customers, demand for our services and our business.
In 2008, significant disruptions in the global financial markets led to a general tightening
in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy,
lower consumer and business spending, and lower consumer net worth. As a result, many of the
worlds major economies fell into recession. In addition, the Chinese economy has experienced a
slower growth rate beginning in the second half of 2008. Although Chinas economic growth rate has
returned to higher levels in recent quarters, it is uncertain whether a recovery will continue or
for how long.
Substantially all of our operations are conducted in China and a significant majority of our
revenues are generated from providing recruitment advertising services for PRC businesses or
divisions of foreign firms operating in China. In an environment of slower economic growth,
employers may take actions such as hiring fewer permanent employees, engaging in hiring freezes,
reducing the number of employees and curtailing spending on print advertising, online recruitment
services and other human resource related services. As a result, we experienced a significant
reduction in customer demand for our recruitment advertising services in particular beginning in
the second half of 2008, which led to a decline in sales for our print advertising business and a
lower growth rate for our online recruitment services. If the slowdown in Chinas economic growth
persists or there is a recurrence of any disruptions in the global financial markets, our business,
financial condition, results of operations and cash flow may be materially and adversely affected.
Because we face significant competition, including intense competition in several of our
markets, we may lose market share and our results of operations may be materially and adversely
affected.
We face significant competition in our print advertising and online recruitment services
businesses as well as in our other human resource related businesses. Our city-specific recruitment
advertising publication, 51job Weekly, faces competition within all of our markets. Competitors of
51job Weekly are primarily comprised of local newspaper publishers and specialized recruitment
advertising publications. 51job Weekly also faces competition from online job search websites and
other online businesses seeking to expand into print recruitment advertising.
3
Our online recruitment services, conducted through www.51job.com, face intense competition
from other dedicated job search websites such as ChinaHR.com, Cjol.com and Zhaopin.com, as well as
from local job search websites. In addition, many executive search firms and other competitors
engaged in print advertising or organizing job fairs have developed or acquired online
capabilities.
Our other human resource related businesses face significant competition from a variety of
Chinese and foreign firms in all of our markets, including certain firms that compete with us in
the market for print and online recruitment advertising. In addition, some of the competitors we
encounter in our business process outsourcing business are affiliated with local government
agencies and have licenses to provide a wider range of services than we do.
Many of our competitors or potential competitors have long operating histories, have
international strategic partners, have local government sponsorship, may have greater financial,
management, technological development, sales, marketing and other resources than we do, and may be
able to adopt our business model. As a result of competition, we may experience reduced margins,
loss of market share or less use of our services by job seekers and employers. We cannot assure you
that existing or future competitors will not develop or offer services and products which provide
significant performance, price, creative or other advantages over our services. If we are unable to
compete effectively with current or future competitors as a result of these or other factors, our
market share and our results of operations may be materially and adversely affected.
New competitors face low entry barriers to our industries, and successful entry by new
competitors may cause us to lose market share and materially and adversely affect our results
of operations.
In the future, we may face competition from new entrants in the recruitment advertising
industry and other human resource industries in which we operate. We may face greater competition
from Internet portals, newspapers, dedicated recruitment advertising websites and publications,
professional networking and social networking websites and other human resource services providers
who may enter the market for any or all of our services. Our businesses are characterized by
relatively low start-up and fixed costs, modest capital requirements, short start-up lead times and
an absence of significant proprietary technology that would prevent or significantly inhibit new
competitors. As a result, potential market entrants, both in China and from abroad, face relatively
low barriers to entry to all of our businesses and in all of our markets. In addition, we believe
that there are relatively low existing penetration rates in our markets, and that competitors could
acquire significant numbers of customers and establish significant market share within a relatively
short period of time. Furthermore, the newspaper and print media industry in China is highly
regulated at present which may have the effect of limiting competition and keeping prices,
including print advertising prices, at higher levels. Any deregulation of the print media industry
may result in increased competition and a material decrease in advertising rates, including the
prices we charge for our print advertising services. Increased competition could result in a loss
of market share and revenues, and have a material adverse effect on our business, financial
condition and results of operations.
If we are unable to achieve or maintain economies of scale with respect to our recruitment
advertising businesses, our results of operations from these businesses may be materially and
adversely affected.
We incur fixed costs such as printing, distribution, direct marketing, advertising,
management, staff, office, infrastructure and utilities in each of our geographic markets in
connection with operating our print advertising business. We also incur fixed costs relating to
website connectivity, maintenance, design and operation in our online business. Our ability to
achieve desired operating margins in our recruitment advertising businesses depends largely on our
success in generating a sufficient amount of revenues from print and online recruitment
advertisements to offset the associated fixed costs. In addition, to build and maintain employer
and job seeker acceptance of 51job Weekly and www.51job.com as attractive media for posting and
finding jobs, we need to reach and maintain a critical mass of recruitment advertisements. If we
are unable to achieve and maintain sufficient economies of scale in any or all of our geographic
markets in connection with our recruitment advertising businesses, our results of operations from
these businesses may be materially and adversely affected.
If the use of advertising to conduct recruitment does not achieve broader acceptance in China,
we may be unable to expand our recruitment advertising businesses.
The use of advertising services by employers, in particular small and medium sized
enterprises, for recruitment is relatively new in China. Due to the influence and regulation by the
national and local governments, large job fairs and personal referrals continue to be popular
recruitment channels for the private sector in China. As a result, we face challenges in promoting
greater use of advertising, which involves, among other things, significant changes in the way that
employers disseminate information about jobs, the way that prospective employees search and apply
for jobs, and the way in which hiring decisions are made. We cannot assure you that recruitment
advertising will achieve
broader acceptance in China. Any significant failure of advertising to gain acceptance among
employers and job seekers may substantially limit our ability to expand our recruitment advertising
businesses.
4
If the Internet, and online advertising in particular, does not achieve broad acceptance in
China as a medium for recruitment, our online recruitment services business may be adversely
affected.
We generate a significant portion of our revenues from online recruitment services, which are
targeted toward employers and job seekers who use the Internet. As part of our online recruitment
services, we offer general online advertising on our website, which is an important element in our
ability to sell online recruitment advertisements to employers and which generates a material
portion of our revenues. China has only recently begun to develop the Internet as a commercial
medium and has a low Internet penetration rate relative to most developed countries. Our future
results of operations from online recruitment services will depend substantially upon an increase
in Internet penetration and an increase in acceptance and use of the Internet for the distribution
of services and for the facilitation of commerce in China. In addition, as Internet penetration
rates vary widely across the different cities and regions of China, the level of acceptance of
online recruitment services may be low in certain geographies for an extended period of time, which
may negatively impact our operations in those markets. Moreover, unless they are resolved,
telecommunication capacity constraints may impede further development of the Internet to the extent
that users experience delays, transmission errors and other difficulties. Any negative perceptions
as to the effectiveness of online recruitment services, or online advertising in general, or any
significant failure of the Internet to gain acceptance as a medium for recruitment may adversely
affect our online recruitment services business.
The market for other human resource related services, including business process outsourcing,
remains in the development stage in China and we may be unable to expand such existing services
or successfully develop new services in this area.
We believe the market for other human resource related services, including business process
outsourcing, is at an early stage of development in China. Many employers are unfamiliar with these
services and may not accept the value proposition of these service offerings. Processing, tracking,
collecting and remitting funds to the applicable regulatory agencies, employees and other third
parties are complex operations, and many employers may not trust us with employee data or to make
representations and cash payments on their behalf. As such, companies may not be willing to use our
services for significant administrative functions and may instead choose to continue to perform
such operations in-house.
If we are unable to establish a nationwide capability, effectively monitor ongoing changes in
PRC laws and regulations, acquire, develop and use up-to-date business and management technology
and software, including advanced computer and technology systems that could require significant
capital expenditures, and maintain the integrity and security of our systems and process flow, we
may be unable to expand our business process outsourcing operations or gain wider customer
acceptance for these services. In addition, we rely on a number of third party service providers,
including couriers, agents and banks. Failure by these providers, for any reason, to deliver their
services in a timely and accurate manner could result in significant disruptions to our business
process outsourcing operations, impact our client relationships, harm our brand and result in
significant penalties or liabilities to us.
In addition, as part of our strategy to be a one-stop human resource services provider, we
may decide to develop new services in the area of other human resource related services. We cannot
assure you that we will be able to deliver new products or services on a commercially viable basis
or in a timely manner, or at all. If any of our efforts to develop or operate new human resource
related services are unsuccessful, our financial condition and results of operations may be
materially and adversely affected.
Our print advertising business provides a large portion of our revenues and any adverse
development in this business, including any failure by us to manage the progressing shift in
user habits and advertising expenditures from print to online media, could materially and
adversely affect our overall results of operations.
We generate a large portion of our revenues from our print advertising business, which
accounted for 51.0% of our revenues in 2007, 41.8% of our revenues in 2008 and 34.2% of our
revenues in 2009. Impacted by a decline in market demand resulting from the global economic and
financial market crisis and the slower economic growth in China, we experienced a decrease in our
print advertising revenues in 2008 and 2009. In addition, we believe that the greater acceptance
and adoption of online advertisement has caused print media such as 51job Weekly to become less
desirable as a form of advertising. We have observed that in our markets where Internet penetration
rates are relatively high, a significant percentage of new, first-time customers may choose an
online service as their initial recruitment advertising purchase with us. In addition, we believe
that the percentage of customers allocating a greater portion of their total recruitment
advertising budgets from print to online media is increasing. To the extent this continues to
occur and if we are not able to generate sufficient revenues from our online recruitment
services or other businesses to offset any loss of revenues from our print advertisement business,
our overall results of operations could be materially and adversely affected.
5
We are dependent on local newspaper contractors in each of our geographic markets to publish
and distribute 51job Weekly.
In the PRC, entities engaged in publishing activities are required by the government to have a
publishing license. We do not have any publishing licenses. We are, and will continue to be,
dependent on contractual arrangements with local newspapers in each of our geographic markets in
order to publish and distribute 51job Weekly. Our arrangements with our local newspaper contractors
require them to print, publish and distribute 51job Weekly as an insert in their newspaper, and in
some cases to contribute marketing support. The successful execution of our print advertising
business model is highly dependent on establishing and maintaining relationships with local
newspaper contractors in each of our existing markets.
The term of our agreements with local newspaper contractors is generally two years, and eight
of these agreements will expire by December 31, 2010. In addition, certain of these agreements are
subject to early termination by either party on various grounds. We cannot assure you that our
local newspaper contractors will conduct their activities in full compliance with applicable laws
and regulations governing the publishing, distribution and sale of newspapers. In addition, we
cannot assure you that:
|
|
|
our local newspaper contractors will fulfill their obligations under our agreements; |
|
|
|
|
the agreements will be renewed on terms acceptable to us or at all; |
|
|
|
|
our current contractors will not, upon termination of our agreements, seek to compete
directly against us or establish relationships with one or more of our competitors; or |
|
|
|
|
in the event that we wish to do so or it is necessary to do so, we will be able to
locate and enter into an agreement with a suitable alternative local newspaper on a timely
basis or at all. |
In addition, we may experience lower levels of readership and circulation if we lose the
marketing support of a local newspaper contractor or change the newspaper contractor in one of our
markets. Any adverse developments involving our local newspaper contractors could significantly
disrupt or impair the publication, promotion and distribution of 51job Weekly, which in turn could
damage our 51job Weekly brand name and materially and adversely affect our recruitment advertising
business and our results of operations.
Due to seasonal variations in demand for human resource services, we experience significant
fluctuations in our revenue streams which affect our ability to predict our quarterly results
and which may also cause quarterly results to vary from period to period.
Significant fluctuations in our revenue streams affect our ability to predict quarterly
results. For example, in the periods following the Chinese New Year holiday in the first quarter
and the National Day holiday in October, we historically experience an increase in recruitment
activity. During these 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. In addition, the Chinese New Year holiday is based on the
lunar calendar, which varies from year to year and affects our first quarter results and their
comparability to financial results of the same quarter in prior years. We have also experienced a
trend of lower fourth quarter revenues as compared to revenues from the immediately preceding third
quarter in previous years. As a result of these factors, our revenues may vary from quarter to
quarter and quarterly results may not be comparable to the corresponding periods of prior years.
Such uncertainty makes it difficult for us to predict revenues for a particular quarter. Therefore,
actual results may differ significantly from our targets or estimated quarterly results, which
could cause the price of our ADSs to fall.
Our print advertising business is subject to weekly fluctuations which hamper our ability to
predict when revenue will ultimately be recognized, if at all.
Due to the transactional nature of print advertising, we are unable to predict future revenue
streams with any high degree of certainty. Orders for print advertisements are generally placed
week-to-week and advertisers may cancel or postpone their print advertisements within days of
publication. We do not recognize revenue until an advertisement is printed in 51job Weekly. Delays
or cancellations by advertisers hamper our ability to predict when revenue will ultimately be
recognized, if at all. Such uncertainty makes it difficult for us to accurately forecast revenues
for a particular quarter. Therefore, actual results may differ significantly from our targets or
estimated quarterly results, which could cause the price of our ADSs to fall.
6
We are dependent on our Internet service providers, and we are vulnerable to failures of the
Internet, fixed line telecommunications networks in China and our technology platform.
Our online businesses are heavily dependent on the performance and reliability of Chinas
Internet infrastructure, the continual accessibility of bandwidth and servers to our service
providers networks, and the continuing performance, reliability and availability of our technology
platform.
We rely on China Telecommunications Corporation, or China Telecom, and China United Network
Communications Group Company Limited, or China Unicom, to provide us with bandwidth and server
custody service for our services. We are unlikely to have any access to alternative networks or
services in the event of disruptions, failures or other problems with Chinas Internet
infrastructure or the fixed telecommunications networks of China Telecom or China Unicom, or if
China Telecom or China Unicom otherwise fail to provide such services. In addition, we have no
control over the costs of the services provided by China Telecom or China Unicom. If China Telecom
or China Unicom fails to provide these services, we would be required to seek other providers, and
there is no assurance that we will be able to find alternative providers willing or able to provide
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 for Internet services rise
significantly, our results of operations could be adversely affected.
If we are unable to protect or promote our brand names and reputation, our business may be
materially and adversely affected.
If we fail to generate a high volume of recruitment advertisements, maintain our relationships
with local newspaper contractors, successfully promote and develop the perception of www.51job.com
as a destination site, undertake effective marketing and promotional activities, and generally
provide high quality services, we may not be successful in protecting or promoting our brand names
and reputation in a cost-effective manner or at all. We may dedicate significantly greater
resources in the future to advertising, marketing and other promotional efforts aimed at building
awareness of our brands. Any significant damage to our reputation, the perceived quality or
awareness of our brand names or services, or any significant failure on our part to promote and
protect our brand names and reputation could make it more difficult for us to successfully attract
job seekers, compete for customers or retain qualified personnel, which may have a material adverse
effect on our business.
If we are unable to prevent others from using our intellectual property, our business may be
materially and adversely affected.
Our intellectual property has been, and will continue to be, subject to various forms of theft
and misappropriation. Competitors copy and distribute content from our www.51job.com website, from
51job Weekly and from the training materials that we use, and utilize misleadingly similar Internet
domain names and URLs in an effort to divert Internet traffic away from our website. We are also
susceptible to others copying our business model and methods. The legal protection of trademarks,
trade names, copyrighted material, domain names, trade secrets, know-how and other forms of
intellectual property in the PRC is significantly more limited than in the United States and many
other countries and may afford us little or no effective protection. Preventing unauthorized use of
our intellectual property is difficult, time consuming and expensive. Misappropriation of our
content, trademarks and other intellectual property could divert significant business to our
competitors, damage our brand name and reputation, and require us to initiate litigation that could
be expensive and divert management resources from the operation of our businesses.
We rely heavily on our senior management team and key personnel, and the loss of any of their
services could severely disrupt our business.
Our future success is highly dependent on the ongoing efforts of the members of our senior
management and key personnel, in particular on Rick Yan, our chief executive officer. We rely
heavily on his management skills, his expertise in consumer products, marketing and technology, and
his relationships with many of our clients and local contractors. We do not maintain key man life
insurance on any of our senior management or key personnel, other than Mr. Yan and Kathleen Chien,
our chief operating officer and acting chief financial officer. The loss of the services of one or
more of our senior executives or key personnel, Mr. Yan in particular, may have a material adverse
effect on our business, financial condition and results of operations. Competition for senior
management and key personnel is intense, and the pool of suitable candidates is very limited, and
we may not be able to retain the services of our senior executives or key personnel, or attract and
retain senior executives or key personnel in the future.
In addition, if Mr. Yan, any other members of our senior management or any of our other key
personnel joins a competitor or forms a competing company, we may not be able to replace them
easily and we may lose customers, business partners, key professionals and staff members. Each of
our senior executives and key personnel has entered into an employment agreement with us, which
contains confidentiality and non-competition provisions. In the event of
a dispute between any of our senior executives or key personnel and us, we cannot assure you
as to the extent, if any, that these provisions may be enforceable in the PRC due to uncertainties
involving the PRC legal system.
7
Our business may suffer if we do not successfully manage our current and potential future
growth.
We have grown significantly since we commenced operations in 1998 and we intend to continue to
expand in size and increase the number of services we provide. Our anticipated future growth will
place significant demands on our management and operations. Our success in managing this growth
will depend to a significant degree on the ability of our executive officers and other members of
senior management to operate effectively both independently and as a group, and on our ability to
improve and develop our financial and management information systems, controls and procedures. In
addition, we will have to successfully adapt our existing systems and introduce new systems,
expand, train and manage our workforce, and improve and expand our sales and marketing
capabilities. For example, we established a new national sales and customer service call center in
Wuhan in February 2010. If we are unable to properly manage our operations in this new call center
or our services in existing markets, or the quality of our services deteriorates due to
mismanagement, we could significantly damage our brand name and reputation, which would adversely
affect our ability to expand our customer base.
If we are unable to successfully detect and prevent criminal actions or fraud perpetrated on
us, we may be subject to liability and financial loss.
The management of our business involves the collection of cash payments by our employees and
agents from our customers, which constitute a significant portion of our total revenues. As a
result, we are exposed to theft, embezzlement and other criminal and fraudulent activity by our
employees, our agents and third parties. For example, we identified some irregularities and
non-compliance to contract terms by a third party in connection with our human resource outsourcing
operations in Beijing in 2007. If we are unable to successfully detect and prevent criminal or
fraudulent activity, our results of operations and financial condition may be materially and
adversely affected.
Our operating history may not serve as an adequate basis to judge our future prospects and
results of operations.
We began operations in 1998 and incurred net losses prior to 2002. We cannot assure you that
we will maintain our profitability or that we will not incur net losses in the future. We expect
that our operating expenses will increase as we expand. Any significant delay or failure to realize
anticipated revenue growth could result in significant operating losses. We may encounter risks and
difficulties including our potential failure to:
|
|
|
implement our business model and strategy and adapt and modify them as needed; |
|
|
|
|
increase awareness of our brands, protect our reputation and develop customer loyalty; |
|
|
|
|
anticipate with any degree of certainty the behavioral and operational changes of our
customers that have a significant impact on our business from time to time as they respond
to evolving social, economic and political changes in China; |
|
|
|
|
manage our expanding operations and service offerings, including the integration of any
future acquisitions; |
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|
|
maintain adequate control of our expenses; |
|
|
|
|
adequately and efficiently operate, maintain, upgrade and develop our website and the
other systems and equipment we utilize in providing our services; |
|
|
|
|
attract, retain and motivate qualified personnel; |
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|
|
|
maintain our current, and develop new, contractual arrangements with local newspapers
and other important operational relationships; and |
|
|
|
|
anticipate and adapt to changing conditions in the print, online and other markets in
which we operate as well as the impact of any changes in government regulation, mergers
and acquisitions involving our competitors, technological developments and other
significant competitive and market dynamics. |
If we are not successful in addressing any or all of these risks, our business may be
materially and adversely affected.
We may not be able to successfully execute future acquisitions or efficiently manage any
acquired business.
We may decide to expand, in part, by acquiring certain complementary or new businesses in the
future. The success of any material acquisition will depend upon several factors, including:
|
|
|
our ability to identify and acquire businesses on a cost-effective basis; |
|
|
|
|
our ability to integrate acquired personnel, operations, products and technologies into
our organization effectively; and |
|
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|
|
our ability to retain and motivate key personnel and to retain the clients of acquired
firms. |
8
Any such acquisition may require a significant commitment of management time, capital
investment and other resources. If we are unable to effectively integrate an acquired business or
are required to incur restructuring and other charges to complete an acquisition, 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 acquisitions, we may dilute the
value of your common shares or ADSs. We have not engaged in any material acquisitions in our
history.
If we are unable to attract and retain qualified personnel, our business process outsourcing,
training and executive search businesses may be materially and adversely affected.
The success of our business process outsourcing, training and executive search services
depends heavily on our ability to attract and retain skilled personnel. Our business of performing
traditional human resource department functions such as payroll, benefits and compliance management
and related services for customers on an outsourced basis depends on having personnel with
expertise in local and national PRC government employment regulations, payroll management and other
human resource department functions. The success of our training business depends on personnel with
the necessary skills to conduct and support our training seminars and other activities and services
in this business. Similarly, our ability to provide high quality executive search services depends
on a dedicated team of consultants with expertise and relationships in the geographic markets and
industries in which our clients seek candidates. If we are unable to attract and retain critical
skilled personnel, our business process outsourcing, training and executive search businesses may
be materially and adversely affected.
The implementation of the PRC Labor Contract Law may significantly increase the number of labor
disputes, which may result in higher operating costs for our business process outsourcing
business.
The PRC Labor Contract Law, which became effective on January 1, 2008, establishes
restrictions and increases costs for employers, including specific provisions related to fixed-term
employment contracts, temporary employment, probation, consultation with the labor union and
employee assembly, employment without a contract, dismissal of employees, compensation upon
termination and overtime work, and collective bargaining. In addition, under the Regulations on
Paid Annual Leave for Employees, which became effective on January 1, 2008, employees who have
served more than one year for an employer are entitled to a paid vacation ranging from five to
fifteen days, depending on their length of service. Employees who waive such vacation time at the
request of employers shall be compensated for three times their regular salaries for each waived
vacation day.
Following the implementation of the Labor Contract Law, we have observed an increase in the
number of labor disputes between employers and workers relating to its interpretation and
application. Through our business processing outsourcing business, we provide professional services
to manage human resource administrative functions for employers on an outsourced basis. The
resolution of such labor disputes may require significant costs and resources, including the time
our personnel spend dealing with increased human resource administration and legal issues for which
we may not be compensated. If we incur higher operating costs for our business process outsourcing
business, our results of operations could be materially and adversely affected.
If we choose to develop or introduce new products and services outside of the human resource
services industry in China, these efforts may not be successful, which could materially and
adversely affect our financial condition and results of operations.
In August 2007, we entered into an agreement with Recruit Co., Ltd., or Recruit, a privately
held human resource and information services company in Japan, to form a new company under Area
Link Co., Ltd., or Area Link, which is a holding company affiliated with Recruit, to provide coupon
advertising services in China. Under the terms of the agreement as amended in August 2009, we may
provide up to RMB32.8 million in financing to Area Link for the coupon company and have the ability
to acquire up to 40% of Area Links share capital. The amount of financing we have provided to Area
Link for the coupon company totaled RMB15.9 million (US$2.3 million) as of December 31, 2009.
Because we lack experience and expertise in operating coupon advertising services, we rely on
Recruit to manage this business and we cannot assure you that it will be successful. In addition,
if under periodic review, we determine that the carrying value of the Area Link investment is not
recoverable, we face an impairment loss which may materially impact our consolidated financial
statements. We also cannot assure you that we will be able to deliver any other new products or
services outside of the human resource services industry on a commercially viable basis or in a
timely manner, or at all. If any of our efforts to begin or operate a business outside of the human
resource services industry are not successful, our financial condition and results of operations
may be materially and adversely affected.
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We may be subject to liability for placing advertisements with content that is deemed
inappropriate.
PRC laws and regulations prohibit advertising companies from producing, distributing or
publishing any advertisement that contains any content that violates laws and regulations, impairs
the national dignity of the PRC, involves designs of the national flag, national emblem or national
anthem or the music of the national anthem of the PRC, is reactionary, obscene, superstitious or
absurd, is fraudulent, or disparages similar products. If we are deemed to be in violation of such
regulations, we may be subject to penalties including confiscation of the illegal revenues, levying
of fines and suspension or revocation of our business license or advertising license, any of which
may materially and adversely affect our business.
We are subject to potential legal liability from both employers and job seekers with respect to
our other human resource related services, in particular our executive search and business
process outsourcing businesses.
We are exposed to potential claims associated with the recruitment process, including claims
by clients seeking to hold us liable for recommending a candidate who subsequently proves to be
unsuitable for the position filled, claims by current or previous employers of our candidates
alleging interference with employment contracts, claims by candidates against us alleging our
failure to maintain the confidentiality of their employment search or alleging discrimination or
other violations of employment law or other laws or regulations by our clients, and claims by
either employers or candidates alleging the failure of our business process outsourcing services to
comply with laws or regulations relating to employment, employees insurance or benefits,
individual income taxes or other matters. Any such claims, regardless of merit, may force us to
participate in time-consuming, costly litigation or investigation, divert significant management
and staff attention, and damage our reputation and brand names. We do not maintain insurance
coverage for liabilities arising from claims by employers, candidates or third parties.
We may be exposed to infringement or misappropriation claims by third parties, which, if
successful, could cause us to pay significant damage awards.
Third parties may bring claims against us alleging patent, trademark or copyright
infringement, or misappropriation of their creative ideas or formats, or other infringement of
their proprietary intellectual property rights. Any such claims, regardless of merit, may involve
us in time-consuming, costly litigation or investigation, divert significant management and staff
attention, require us to enter into expensive royalty or licensing arrangements, prevent us from
using important technologies, business methods, content or other intellectual property, result in
monetary liability, or otherwise disrupt our operations.
We rely heavily on our information systems, and if our access to technology supporting our
information systems is impaired or interrupted, or if we fail to further develop our
technology, our operations may be seriously disrupted.
Our ability to store, retrieve, process and manage substantial amounts of information,
including our client and candidate databases, is an important part of our operations and a critical
component of our success. To achieve our strategic objectives and to remain competitive, we must
further develop and enhance our information systems. This may require the acquisition of equipment
and software and the development, either internally or through independent consultants, of new
proprietary software. Our inability to design, develop, implement and utilize, in a cost-effective
manner, information systems that provide the capabilities necessary for us to compete effectively,
or any interruption or loss of our information processing capabilities, for any reason, could
materially disrupt our operations.
If we are not able to respond successfully to technological or industry developments, our
business may be materially and adversely affected.
The market for online products and services is characterized by rapid technological
developments, frequent launches of new products and services, the introduction of new business
models, changes in customer needs and behavior, and evolving industry standards. These developments
may make our existing online recruitment services obsolete or less competitive. In order to respond
to such developments, we may be required to undertake substantial efforts and incur significant
costs. In the event that we do not successfully respond to such developments in a timely and
cost-effective manner, our business may be materially and adversely affected.
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Computer viruses and hacking may cause delays or interruptions on our systems and may reduce
use of our services and damage our reputation and brand names.
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. In addition, the inadvertent transmission of computer viruses could expose us to a
material risk of loss or litigation and possible liability. Hacking and computer viruses 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. 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 use of our services may decrease.
Our business could be adversely affected if our software contains bugs.
Our online systems, including the www.51job.com website, and our other 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 products and applications. The occurrence of errors in any of
these may cause us to lose market share, harm our reputation and brand names, and materially and
adversely affect our business.
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.
As of March 31, 2010, the following shareholders beneficially owned approximately 37.6 million
common shares:
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Recruit, which beneficially owned approximately 23.3 million common shares, or 42.4% of
our outstanding common shares, and which is affiliated with Hiroyuki Honda, one of our
directors; and |
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Rick Yan, our chief executive officer and a director, who beneficially owned
approximately 14.2 million, or 25.7% of our outstanding common shares. |
These shareholders, together with our other executive officers and directors, beneficially
owned approximately 40.5 million common shares. Accordingly, Recruit or Mr. Yan individually 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, these parties could violate their non-competition or employment agreements with us or
otherwise 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.
In addition, our board of directors has the authority, without further action by our
shareholders, to issue common and preferred shares of up to 20% by par value of all issued shares
and to fix the powers and rights of these shares, including dividend rights, conversion rights,
voting rights, terms of redemption and liquidation preferences, any or all of which may be greater
than the rights associated with our common shares. These provisions could have the effect of
depriving you of an opportunity to sell your ADSs at a premium over prevailing market prices by
discouraging third parties from seeking to obtain control of us in a tender offer or similar
transaction.
There are significant uncertainties under the tax law in China and our results of operations
could be materially and adversely affected if we are unable to maintain certain tax benefits.
In addition, dividends we receive from our subsidiaries located in the PRC are subject to PRC
withholding tax.
The Enterprise Income Tax Law of the PRC, or the EIT Law, which became effective January 1,
2008, applies a uniform 25% enterprise income tax, or EIT, rate to both foreign-invested
enterprises and domestic enterprises. For enterprises that were established before the EIT Law was
promulgated and were entitled to preferential tax rates under former tax laws and regulations, the
EIT Law has granted a grace period of up to five years for these enterprises to gradually
transition from their preferential tax rates to the standard rate of 25%. As a result, some of our
subsidiaries in the special economic zones of Shanghais Pudong area and Shenzhen were subject to
an EIT rate of 18% in 2008 and 20% in 2009, which is to be increased to
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22% in 2010, 24% in 2011
and 25% in 2012. In December 2009, our
subsidiary, Qianjin Network Information Technology (Shanghai) Co., Ltd., was designated by
relevant local authorities in Shanghai as a High and New Technology Enterprise under the EIT Law,
which is subject to a preferential tax rate of 15%. Therefore, this entitys tax rate in 2009
decreased from 20% to 15% in Shanghai and Shenzhen, and from 25% to 15% in other localities. This
entity is entitled to a preferential 15% tax rate as long as it maintains the required
qualifications, which is subject to review every three years. We cannot assure you that this
subsidiary will continue to qualify as a High and New Technology Enterprise when it is subject to
reevaluation in the future. In addition, there are uncertainties on how the EIT Law and its
implementation rules will be enforced, and whether its future implementation may be consistent with
its current interpretation. If the EIT rates of some of our PRC subsidiaries increase, our
financial condition and results of operations would be materially and adversely affected.
In addition, under the EIT Law and related regulations, dividends, interests, rent or
royalties payable by a foreign-invested enterprise, such as our PRC subsidiaries, to any of its
foreign non-resident enterprise investors, and proceeds from the disposition of assets (after
deducting the net value of such assets) by such foreign enterprise investor, shall be subject to a
10% withholding tax unless such foreign enterprise investors jurisdiction of incorporation has a
tax treaty with China that provides for a reduced rate of withholding tax. Undistributed profits
earned by foreign-invested enterprises prior to January 1, 2008 are exempted from any withholding
tax. We are incorporated in the Cayman Islands which does not have such a tax treaty with China.
We may be deemed a PRC resident enterprise under the EIT Law, which could subject us to PRC
taxation on our global income, and which may have a material adverse effect on our results of
operations.
Under the EIT Law and its implementation rules, enterprises incorporated under the laws of
jurisdictions outside China with their de facto management bodies located within China may be
considered PRC resident enterprises and therefore subject to an EIT rate of 25% on their
worldwide income. Under the implementation regulations issued by the State Council relating to the
EIT Law, de facto management bodies is defined as the bodies that have material and overall
management control over the business, personnel, accounts and properties of an enterprise. We are a
Cayman Islands holding company and substantially all of our operational management is based in
China. The detailed implementation regulations are still in the process of promulgation, and to our
knowledge, there is a lack of clear guidance regarding the criteria pursuant to which the PRC tax
authorities will determine the tax residency of a company under the EIT Law, other than for those
enterprises established outside of China whose main holding investors are enterprises established
in China, which is available. If we are considered to be an enterprise established outside China
with de facto management bodies located in China and thus a resident enterprise, we may be
subject to the uniform 25% EIT rate as to our global income, which would have a material adverse
effect on our results of operations.
Under the EIT Law, dividends payable by us to our foreign investors and gains on the sale of
our ADSs or common shares may become subject to PRC taxation.
If we are considered a PRC resident enterprise under the EIT Law, our shareholders and ADS
holders who are deemed non-resident enterprises may be subject to an EIT rate of 10% upon the
dividends payable by us or upon any gains realized from the transfer of our common shares or ADSs,
if such income is deemed derived from China, provided that (i) such foreign enterprise investor has
no establishment or place of business in China, or (ii) it has establishment or place of business
in China but its income derived from China has no real connection with such establishment or place
of business. If we are required under the EIT Law to withhold PRC income tax on dividends payable
to our non-PRC investors that are non-resident enterprises, or if you are required to pay PRC
income tax on any gains realized from the transfer of our common shares or ADSs, the value of your
investment in common shares or ADSs may be materially and adversely affected.
Our earnings have been and will continue to be adversely affected by changes in our accounting
policies, including those related to the expensing of stock options.
In 2006, we adopted Accounting Standard Codification, or ASC, 718 Compensation Stock
Compensation, or ASC 718, which requires that stock-based compensation transactions, such as stock
option grants, be accounted for using a fair value based method and recognized as expenses in our
consolidated statement of operations. We use the Black-Scholes option pricing model to determine
the fair value of stock options grants under ASC 718. This method is based upon, among other
things, the volatility of our ADSs, which has been historically high. Therefore, the adoption of
ASC 718 negatively affects our profitability and the trading price of our ADSs. The implementation
of ASC 718 could also limit our ability to continue to use stock options as an incentive and
retention tool, which could, in turn, hurt our ability to recruit employees and retain existing
employees. Other new accounting pronouncements and varying interpretations of accounting
pronouncements have occurred and may occur in the future. The change to existing rules,
future changes, if any, or the questioning of current practices may adversely and materially
affect our earnings.
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If we do not appropriately maintain effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002, our business, results of
operations and the market price of our ADSs may be materially and adversely affected.
We are subject to reporting obligations under the U.S. securities laws. The Securities and
Exchange Commission, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules
requiring every public company to include a management report on such companys internal control
over financial reporting in its annual report, which contains managements assessment of the
effectiveness of the companys internal control over financial reporting. In addition, an
independent registered public accounting firm must attest to and report on the effectiveness of the
companys internal control over financial reporting. Our management has concluded that our internal
control over financial reporting was effective as of December 31, 2009. See Item 15. Controls
and Procedures.
However, if we fail to maintain effective internal control over financial reporting in the
future, our management and our independent registered public accounting firm may not be able to
conclude that we have effective internal control over financial reporting at a reasonable assurance
level. This could in turn result in the loss of investor confidence in the reliability of our
financial statements and negatively impact the trading price of our ADSs. Furthermore, we have
incurred and may need to incur additional costs and use additional management and other resources
in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements going
forward.
We have no business insurance coverage.
Other than insurance for some of our properties, we do not maintain any insurance. We do not
have any business liability insurance coverage for our operations. Any business disruption,
litigation or natural disaster might result in substantial costs and diversion of resources.
We face risks related to health epidemics and other natural disasters.
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 the
transmission of SARS. 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. Since April 2009, the
global spread of H1N1 flu has 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 and service new and
existing customers throughout China. Our business operations could be disrupted if one of our
employees is suspected of having H1N1 flu, avian flu, SARS or another health epidemic, which would
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 outbreak harms the Chinese economy in general. We have not adopted any written
preventive measures or contingency plans to combat any future outbreak of H1N1 flu, avian flu, SARS
or any other epidemic.
We are also vulnerable to natural disasters and other calamities. Our servers are hosted in
Shanghai and Tianjin. We have backup systems, but we cannot assure you that such backup systems
will be adequate if there are problems, or that they will adequately protect us from the effects of
fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war,
riots, terrorist acts or similar events. Any of the foregoing events may give rise to server
interruptions, breakdowns, system failures, technology platform failures and 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 our services to users. For example, after the Sichuan
earthquake in May 2008, we experienced business disruptions and suspended operations of
www.51job.com during a three-day national mourning period.
We believe that we were not a passive foreign investment company, or a PFIC, for our taxable
year ending on December 31, 2009, although there can be no assurance in this regard. However,
we believe that we may be a PFIC for our current taxable year or that may become one in the
future, which could result in adverse U.S. federal income tax consequences to U.S. investors.
Based on the past composition of our income and valuation of our assets, including goodwill,
we believe that we were not a PFIC for our taxable year ending on December 31, 2009, although there
can be no assurance in this regard. However, due to the volatility of the market price of our
common shares, as represented by our ADSs, under recent market conditions, we believe that we may
be a PFIC for our current taxable year or that we may become one in the future. Under the U.S.
Internal Revenue Code of 1986, as amended, the determination of whether we are a PFIC is
made annually. Accordingly, our PFIC status for the current taxable year cannot be determined
with certainty until after the close of the current taxable year. In particular, our PFIC status
may be determined in large part based on the market price of our common shares, as represented by
our ADSs, which is likely to fluctuate (and may fluctuate considerably given that the global
capital markets have been experiencing extreme volatility). Accordingly, fluctuations in the market
price of common shares, as represented by our ADSs, may result in our being a PFIC in the current
or any future taxable year.
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In addition, there exist substantial uncertainties regarding the application, interpretation
and enforcement of relevant current and future PRC laws and regulations and their potential effect
on our corporate structure and contractual arrangements with certain of our affiliated PRC
entities. There can be no assurance that the PRC regulatory authorities will not take a view
different from the opinions of our PRC counsel. Further, even if the uncertainties as to PRC laws
and regulations did not exist, there are also substantial uncertainties as to the treatment of our
corporate structure and ownership of these affiliated PRC entities for U.S. federal income tax
purposes. If it is determined that we do not own the stock of the affiliated PRC entities for U.S.
federal income tax purposes, we would likely be treated as a PFIC for our taxable year ending on
December 31, 2009 and any taxable year thereafter.
If we are a PFIC for any taxable year during which you hold our ADSs or common shares, such
characterization could result in adverse U.S. federal income tax consequences to you if you are a
U.S. investor. For example, if we are or become a PFIC, our U.S. investors may become subject to
increased tax liabilities under U.S. federal income tax laws and regulations, and will become
subject to burdensome reporting requirements. Moreover, non-corporate U.S. investors will be not be
eligible for reduced rates on taxation on any dividends received from us in taxable years beginning
before January 1, 2011, if we are a PFIC in the taxable year in which such dividends are paid or in
the preceding taxable year. See Item 10. Additional Information Taxation Certain United
States Federal Income Tax Considerations Passive Foreign Investment Company Rules.
Risks Related to Our Corporate Structure
If the PRC authorities determine that our past ownership structure was inconsistent with the
requirements for operating certain of our businesses, we could be subject to sanctions.
The PRC government has regulated foreign ownership in entities providing advertising and human
resource related services. Prior to March 2004, PRC laws and regulations prohibited foreign persons
from owning a controlling interest in advertising entities. This foreign ownership restriction was
subsequently relaxed and foreign persons are now permitted to wholly own advertising entities in
China. In addition, until November 2003, there were no PRC laws or regulations explicitly
prohibiting or limiting foreign ownership in entities providing human resource related services.
Foreign ownership in entities providing human resource related services was limited to 49%
beginning in November 2003 and this ownership limitation was increased to 70% since August 2006.
Prior to our restructuring in May 2004, 51net, our British Virgin Islands subsidiary and a
foreign entity, owned 99% of Qianjin Network Information Technology (Shanghai) Co., Ltd., or Tech
JV, which in turn owned, and continues to own, 80% of Shanghai Qianjin Advertising Co., Ltd., or
AdCo. AdCo owned, and continues to own, 90% of its principal subsidiaries, or the AdCo
Subsidiaries. During this period, Tech JV, AdCo and the AdCo Subsidiaries conducted a portion of
our advertising and human resource services businesses. We have been advised by Jun He Law Offices,
our PRC counsel, that the foreign ownership percentage of Tech JV, AdCo and the AdCo Subsidiaries
prior to our restructuring was above the maximum foreign ownership permitted for an entity
conducting advertising operations. In addition, we have been advised by our PRC counsel that, prior
to our restructuring, the foreign ownership percentage of Tech JV was above the maximum foreign
ownership permitted for an entity conducting human resource operations. In May 2004, we
restructured our operations to comply with then existing PRC laws and regulations governing foreign
ownership in entities conducting advertising and human resource related services. In connection
with our restructuring, we informed relevant PRC governmental authorities that, historically, our
foreign ownership percentage of Tech JV, AdCo and the AdCo Subsidiaries was not in compliance with
limitations on foreign ownership of entities conducting advertising and human resources operations.
However, we have not received any waiver from the PRC government with respect to this past
non-compliance.
In addition, it is uncertain whether special governmental approval, which we did not obtain,
was necessary for the establishment by AdCo of the AdCo Subsidiaries. In connection with our
restructuring, we made inquiries with relevant PRC governmental authorities as to whether AdCo was
required to obtain such approval before establishing the AdCo Subsidiaries. We have been unable to
obtain any governmental ruling or advice on this matter.
The PRC government may determine that our ownership structure is or was inconsistent with or
insufficient for the proper operation of our businesses, or that our business licenses or other
approvals are or were not properly issued or not sufficient. For a discussion of the limitations on
foreign ownership governing our businesses, see Item 4.
Information on the Company Business Overview Regulation Limitations on Foreign Ownership
of Our Businesses.
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If we or any of our subsidiaries or affiliated entities were found to be or to have been in
violation of PRC laws or regulations governing foreign ownership of advertising or human resource
services businesses, the relevant regulatory authorities would likely have broad discretion in
dealing with such violation, including but not limited to:
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levying fines; |
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revoking business licenses; |
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restricting or prohibiting our use of proceeds from our initial public offering and any
future offerings to finance our business and operations in China; |
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requiring us to restructure the ownership structure or operations of our subsidiaries
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requiring us to discontinue all or a portion of our business. |
Any of these or similar actions could cause significant disruption to our business operations
or render us unable to conduct a substantial portion of our business operations and may materially
and adversely affect our business, financial condition and results of operations.
We rely on our agreements with an affiliated entity to provide human resource related services
and to act as an Internet content provider, and we rely on agreements with an affiliated entity
and its shareholders to receive all of the beneficial interest of this entity.
PRC laws and regulations limit foreign investment in entities providing human resource related
services and in entities operating as Internet content providers. We provide technical, consulting
and human resource related services in conjunction with our affiliated entity, Shanghai Run An Lian
Information Technology Consultancy Co., Ltd., or RAL, which is indirectly wholly owned by David
Weimin Jin and Tao Wang, two executive officers of our company. RAL holds a license to provide
human resource related services and we rely on RAL to provide human resource related services to
our clients under a contractual arrangement between RAL and our majority owned subsidiary Tech JV.
Similarly, RAL holds a license to operate as an Internet content provider. While we provide all of
our online recruitment services through Tech JV, we rely on RAL to provide certain Internet content
provider services and human resources related services to support Tech JVs online recruitment
services through a contractual arrangement with RAL. We have entered into agreements with RALs
shareholders which enable us to effectively control RAL.
Tech JV, AdCo and the AdCo Subsidiaries recognize substantially all of our revenues. The
minority interests in Tech JV, AdCo and the AdCo Subsidiaries, which are direct or indirect
subsidiaries of Tech JV, are held by Beijing Qian Cheng Si Jin Advertising Co., Ltd., or Qian
Cheng, which is indirectly wholly owned by David Weimin Jin and Tao Wang. Through agreements with
Qian Cheng and its shareholders, we have the substantial ability to control, bear all the economic
risks of, and receive all the economic rewards from, Qian Cheng. As a result, we consolidate all of
its interests for U.S. GAAP reporting purposes.
As we rely on the agreements with RAL and Qian Cheng to enable us to provide certain critical
services to our clients as well as to receive all the economic benefits of Qian Cheng, a
significant disruption in these contractual relationships as a result of governmental sanction or
otherwise could result in our being required to restructure our operations which could result in a
significant expenditure of resources. If we are unable to restructure our operations to provide
those services through a different entity, we may experience significant disruptions in our ability
to provide online recruitment services or human resource related services to our customers. In
addition, if we are unable to consolidate the minority interests in Tech JV, AdCo and the AdCo
Subsidiaries, our results of operations would reflect Qian Chengs minority interest in these
entities which, if not otherwise consolidated, would result in a significant reduction in our
reported net income. For a description of our contractual arrangements with these entities, see
Item 7. Major Shareholders and Related Party Transactions Related Party Transactions
Contractual Arrangements Among Our Group Entities.
Our contractual arrangements with RAL and Qian Cheng may not be as effective in providing
operational control as direct ownership of these businesses.
Because the percentage of foreign ownership in human resource and Internet content businesses
in China is limited under PRC laws and regulations, we depend substantially on RAL, in which we
have no direct ownership interest, and its contractual arrangements with us to provide those
services. Similarly, we rely on our contractual arrangements with Qian Cheng, in which we have no
direct ownership interest, to realize all of the economic rewards from Qian Chengs minority
interests in Tech JV, AdCo and the AdCo Subsidiaries. Our contractual arrangements with RAL, Qian
Cheng and their respective shareholders may not be as effective as direct ownership in providing
control over their operations. RAL may fail to perform its contractual obligations required
for us to operate our business, such as keeping in good standing under its business licenses. Qian
Cheng and
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its
shareholders may refuse to make payments or otherwise refuse to perform their contractual obligations necessary for us to realize the economic rewards relating to Qian Chengs
minority interests in Tech JV, AdCo and the AdCo Subsidiaries. In addition, the contractual
arrangements which provide us with the substantial ability to control these entities may be
unenforceable and the shareholders of these entities may refuse to renew these contractual
arrangements. In any such event, we will have to rely on the PRC legal system to enforce our
rights. In many cases, the laws and regulations governing the enforcement and performance of
contractual arrangements are significantly more limited than in the United States and many other
countries and may afford us little or no effective protection. If we are unable to enforce our
rights, we may be unable to operate our human resource and Internet content businesses through RAL
or receive all of the economic rewards from Qian Cheng. As a result, we may be required to
restructure our operations which would likely entail a significant expenditure of resources. We
cannot assure you that any such restructuring would be effective or would not result in similar or
other difficulties. For a description of these contractual arrangements, see Item 7. Major
Shareholders and Related Party Transactions Related Party Transactions Contractual Arrangements
Among Our Group Entities.
If we or any of our subsidiaries or affiliated entities were found to be in violation of PRC
laws or regulations, the relevant regulatory authorities would likely have broad discretion in
dealing with such violation, including but not limited to:
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levying fines; |
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revoking business licenses; |
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restricting or prohibiting our use of proceeds from our initial public offering and any
future offerings to finance our business and operations in China; |
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requiring us to restructure the ownership structure or operations of our subsidiaries
or affiliated entities; and/or |
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requiring us to discontinue all or a portion of our business. |
Any of these or similar actions could cause significant disruption to our business operations
or render us unable to conduct a substantial portion of our business operations and may materially
and adversely affect our business, financial condition and results of operations.
The PRC laws and regulations governing our business operations and contractual arrangements are
uncertain, and if we are found to be in violation, we could be subject to sanctions. In
addition, any changes in such PRC laws and regulations may have a material and adverse effect
on our business.
There are substantial uncertainties regarding the interpretation and application of PRC laws
and regulations, including but not limited to the laws and regulations governing our business, or
the enforcement and performance of our contractual arrangements in the event of the imposition of
statutory liens, death, bankruptcy and criminal proceedings. We and our subsidiaries are considered
foreign persons or foreign funded enterprises under PRC laws, and, as a result, we are required to
comply with PRC laws and regulations, including those governing foreign ownership in the human
resource services and Internet content industries. These laws and regulations may be subject to
future changes, and their official interpretation and enforcement may involve substantial
uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed,
resulting in detrimental reliance by foreign investors. New laws and regulations that affect
existing and proposed future businesses may also be applied retroactively. In addition, the PRC
authorities retain broad discretion in dealing with violations of laws and regulations, including
levying fines, revoking business licenses and requiring actions necessary for compliance. In
particular, licenses, permits and beneficial treatments issued or granted to us by relevant
governmental bodies may be revoked at a later time under contrary findings of higher regulatory
bodies. We cannot predict what effect the interpretation of existing or new PRC laws or regulations
may have on our businesses. We cannot assure you that any such restructuring would be effective or
would not result in similar or other difficulties. We may be subject to sanctions, including fines,
and could be required to restructure our operations. As a result of these substantial
uncertainties, we cannot assure you that we will not be found in violation of any current or future
PRC laws or regulations.
Under equity pledge agreements, the shareholders of our Chinese affiliated entities have
pledged their respective equity interests to us. On March 16, 2007, the PRC Property Law was
promulgated and took effect on October 1, 2007. According to the PRC Property Law, a pledge of the
equity interest of a company in China cannot be legally established until it is duly registered
with the relevant administration of industry and commerce. On September 1, 2008, the Measures on
Registration of Pledge of Equity Interest with the Administration of Industry and Commerce was
promulgated by the PRC State Administration of Industry and Commerce and took effect on October 1,
2008, which contains the procedure for registration of a pledge of the equity interest of a
company. The pledges under the
equity pledge agreements between Qian Cheng Wu You Network Information Technology (Beijing)
Co., Ltd., or WFOE, and the shareholders of Qian Cheng, RAL and Beijing Run An Information
Consultancy Co., Ltd., or Run An, are yet to be registered with the relevant administration of
industry and commerce, and as such, we cannot assure you about the effectiveness of these pledges.
We will make efforts to register the pledges with the administration as soon as practically
possible.
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If we or any of our subsidiaries or affiliated entities or any of our contractual arrangements
are found to be or to have been in violation of any existing or future PRC laws or regulations, the
relevant regulatory authorities would likely have broad discretion in dealing with such violation,
including but not limited to:
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levying fines; |
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revoking business licenses; |
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restricting or prohibiting our use of proceeds from our initial public offering and any
future offerings to finance our business and operations in China; |
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requiring us to restructure the ownership structure or operations of our subsidiaries
or affiliated entities; and/or |
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requiring us to discontinue all or a portion our business. |
Any of these or similar actions could cause significant disruption to our business operations
or render us unable to conduct a substantial portion of our business operations and may materially
and adversely affect our business, financial condition and results of operations.
We are unable to quantify the likelihood that any sanctions would be imposed or the magnitude
of the effect of any such sanctions on our business, financial condition or results of operations.
Our subsidiaries face limitations on paying dividends or making other distributions to us.
We are a holding company and rely substantially on dividends, royalty payments and license
fees paid under trademark license agreements and certain other contractual arrangements paid to us
by our subsidiaries and affiliated entities in the PRC to finance our operations and to pay
dividends to our shareholders. These royalty payments and license fees paid under trademark license
agreements and certain other contractual arrangements do not require governmental or other third
party approval. However, the payment of dividends in China is subject to certain restrictions and
taxes. PRC regulations currently permit payment of dividends only out of accumulated profits as
determined in accordance with PRC accounting standards and regulations.
Our subsidiaries and affiliated entities in the PRC are also required to set aside a portion
of their after-tax profits according to PRC accounting standards and regulations to fund certain
reserve funds that are not distributable as cash dividends. In addition, the PRC government imposes
controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the
remittance of currency out of the PRC. We may also experience difficulties in completing the
administrative procedures necessary to obtain and remit foreign currency. See Item 4.
Information on the Company Business Overview Regulation Regulation of Foreign Currency
Exchange and Dividend Distribution. If we or any of our subsidiaries are unable to receive all of
the revenues from our operations through these contractual or dividend arrangements, we may be
unable to effectively finance our operations or pay dividends on our common shares.
Risks Related to the Peoples Republic of China
Our business could be affected by changes in Chinas economic, political or social conditions
or government policies.
The PRC economy differs from the economies of most developed countries in many respects,
including the amount of government involvement, level of development, growth rate, control of
foreign exchange and allocation of resources. While the PRC economy has experienced significant
growth in the past 30 years, growth has been uneven, both geographically and among various sectors
of the economy. We cannot assure you that the Chinese economy will continue to grow, or that if
there is growth, such growth will be steady and uniform, or that if there is a slowdown, such
slowdown will not have a negative effect on our business. For example, the Chinese economy
experienced high inflation in the second half of 2007 and the first half of 2008. According to the
National Bureau of Statistics of China, the consumer price index increased 7.9% during the six
months ended June 30, 2008 as compared to the same period in 2007. To restrain inflation and
prevent the economy from overheating, the PRC government instituted a number of tightening
macroeconomic measures and monetary policies, including increasing interest rates, raising
statutory reserve rates for banks and controlling bank lending to certain industries. However, due
in part to the impact of the global economic and financial market crisis, the growth rate of
Chinas gross domestic product, or GDP, slowed to
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6.8% and 6.1% in the fourth quarter of 2008 and the first quarter of 2009, respectively,
representing the lowest level of growth since 2002. As a result, the PRC government loosened
macroeconomic measures and monetary policies, announced an economic stimulus package of RMB4
trillion in November 2008 and Chinas GDP growth rate increased in the second half of 2009. We
cannot assure you that the various macroeconomic measures, monetary policies and economic stimulus
package adopted by the PRC government to guide economic growth and the allocation of resources will
be effective in sustaining the fast growth rate of the Chinese economy. In addition, even if these
measures benefit the overall Chinese economy, they may impact the hiring behavior of employers and
reduce the level of expenditures on human resource services, which would adversely affect our
results of operations and financial condition. For example, the PRC government could determine to
limit the extent to which government controlled entities may use private sector businesses such as
ours to service their human resource requirements. The PRC government could determine to develop
and support government owned or controlled human resource enterprises in direct competition with
us. The PRC government could also determine to more closely regulate the advertising, Internet
content delivery or human resource industries, which could impose additional regulatory costs and
burdens on us.
PRC laws and regulations governing operators of Internet websites are unclear and the
regulation of the telecommunications and Internet industries may become more burdensome, and if
we are found to be in violation of PRC laws and regulations, we could be subject to sanctions.
The interpretation and application of existing PRC laws and regulations, the stated positions
of the main governing authority, the PRC Ministry of Industry and Information Technology, or the
MIIT, and the possibility of new laws or regulations being adopted, have created significant
uncertainty regarding the legality of existing and future foreign investments in, and the
businesses and activities of, companies with Internet operations, including those of our company.
In particular, the MIIT has stated that the activities of Internet content providers, or entities
providing delivery of Internet content, are subject to regulation by various PRC government
authorities, depending on the specific activities conducted by the Internet content provider. We
cannot be certain that the commercial Internet content provider license issued by the local
Shanghai Municipal Telecommunications Bureau and held by RAL will satisfy these requirements. For
example, we may be required to obtain an inter-provincial Internet content provider license in
order to operate online businesses in multiple provinces, autonomous regions and centrally
administered municipalities. In addition, PRC government regulation of the telecommunications and
Internet industries is burdensome and may become even more so. New regulations could increase our
costs of doing business and prevent us from efficiently delivering our services. Our failure to
comply with applicable PRC Internet regulations could subject us to severe sanctions.
In July 2006, the MIIT issued the Notice on Strengthening the Administration of Foreign
Investment in the Operation of Value Added Telecommunication Business, or the MIIT Notice.
According to the MIIT Notice, foreign investors can only operate a telecommunications business in
China by establishing a telecommunications enterprise with a valid telecommunications business
operation license. Domestic value-added telecommunications services license holders are prohibited
from leasing, transferring or selling telecommunications business operation licenses to foreign
investors in any form, and from providing any resource, sites or facilities to foreign investors to
facilitate the illegal operation of a telecommunications business in China. The MIIT Notice also
requires that value-added telecommunications services license holders (including their
shareholders) directly own the domain names and registered trademarks used by such value-added
telecommunications services license holders in their daily operations. The MIIT Notice further
requires each value-added telecommunications services license holder to have the necessary
facilities for its approved business operations and to maintain such facilities in the regions
covered by its license. In addition, all value-added telecommunications service providers are
required to improve network and information security, draft relevant information safety
administration regulations and set up networks and information safety emergency plans. The
provincial communications administration bureaus in charge of telecommunications services are
required to ensure that existing value-added telecommunications services license holders will
conduct a self-assessment of their compliance with the MIIT Notice and submit status reports to the
MIIT before November 1, 2006. For those who are not in compliance with the requirements above and
fail to rectify the noncompliance within the limited period set by provincial communications
administration bureaus, the provincial communications administration bureaus may revoke their
operating licenses. We have made inquiries with relevant authorities regarding the MIIT Notice and
are considering modifications to certain aspects of our business structure in order to comply with
these requirements.
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The continued growth of the Chinese Internet market depends on the establishment of an adequate
telecommunications infrastructure.
Although private sector Internet service providers currently exist in China, almost all access
to the Internet is maintained through China Telecom and China Unicom under the administrative
control and regulatory supervision of the MIIT. In addition, the national networks in China connect
to the Internet through a government-controlled international gateway. This international gateway
is the only channel through which a domestic user can connect to the international Internet
network. We rely on this infrastructure and China Telecom and China Unicom to provide data
communications capacity, primarily through local telecommunications lines. We cannot assure you
that this infrastructure will be developed. We have no access to alternative networks or services,
on a timely basis or if at all, in the event of disruptions, failures or other problems with
Chinas Internet infrastructure or telecommunications networks. The Internet infrastructure in
China may not support the demands associated with continued growth in Internet use.
The PRC legal system has inherent uncertainties that could materially and adversely affect us.
The PRC legal system is based upon written statutes. Prior court decisions may be cited for
reference but are not binding on subsequent cases and have limited value as precedents. Since 1979,
the PRC legislative bodies have promulgated laws and regulations dealing with economic matters such
as foreign investment, corporate organization and governance, commerce, taxation and trade.
However, the PRC has not developed a fully integrated legal system and the array of new laws and
regulations may not be sufficient to cover all aspects of economic activities in the PRC. In
particular, because these laws and regulations are relatively new, and because of the limited
volume of published decisions and their non-binding nature, the interpretation and enforcement of
these laws and regulations involve uncertainties. In addition, published government policies and
internal rules may have retroactive effects and, in some cases, the policies and rules are not
published at all. As a result, we may be unaware of our violation of these policies and rules until
some time later. Our contractual arrangements with our affiliated entities are governed by the laws
of the PRC. The enforcement of these contracts and the interpretation of the laws governing these
relationships is subject to uncertainty. See Risks Related to Our Corporate Structure The PRC
laws and regulations governing our business operations and contractual arrangements are uncertain,
and if we are found to be in violation, we could be subject to sanctions.
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 or our management.
We conduct substantially all of our operations in China and the majority of our assets are
located in China. In addition, the majority of our directors and executive officers reside within
China. As a result, it may not be possible to effect service of process within the United States or
elsewhere outside China upon these directors or executive officers, including with respect to
matters arising under U.S. federal securities laws or applicable state securities laws. Moreover,
our PRC counsel has advised us that the PRC does not have treaties with the United States or many
other countries providing for the reciprocal recognition and enforcement of judgment of courts.
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. We receive substantially
all of our revenues in Renminbi, which is currently not a freely convertible currency. Under our
current structure, our income will be primarily derived from dividend payments from our PRC
subsidiaries and other payments such as royalty and licensing fees. Shortages in the availability
of foreign currency may restrict the ability of our PRC subsidiaries and our affiliated entities to
remit sufficient foreign currency to pay dividends, royalty payments or other fees to us, or
otherwise satisfy their foreign currency dominated obligations. Under existing PRC foreign exchange
regulations, payments of current account items, including profit distributions, interest payments
and expenditures from the transaction, can be made in foreign currencies without prior approval
from the PRC State Administration of Foreign Exchange by complying with certain procedural
requirements. However, approval from appropriate governmental authorities 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 bank loans denominated in foreign currencies. 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.
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The fluctuation of the Renminbi may materially and adversely affect your investment.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is
affected by, among other things, changes in the PRCs political and economic conditions. In July,
2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S.
dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed
band against a basket of certain foreign currencies. In May 2007, the PRC government widened the
daily trading band from 0.3% to 0.5%. This change in policy resulted in an appreciation in the
value of the Renminbi against the U.S. dollar of approximately 6.5% in 2007 and 6.5% in 2008.
Correspondingly, we reported a loss from foreign currency translation of RMB18.1 million in 2007
and RMB17.7 million in 2008. The value of the Renminbi against the U.S. dollar was relatively
stable in 2009. However, it is possible that the Chinese government could adopt a more flexible
currency policy in the future, which could result in further and more significant revaluations of
the Renminbi against the U.S. dollar or any other foreign currency. As a portion of our assets are
denominated in U.S. dollars, any future upward revaluations of the Renminbi will result in charges
to our income statement and reductions in the value of these U.S. dollar denominated assets when
translated into Renminbi.
In addition, as we rely substantially on dividends, royalty payments and other fees paid to us
in Renminbi by our subsidiaries and affiliated entities in the PRC, any significant downward
revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and
financial condition, and the value of, and any dividends payable on, our ADSs in foreign currency
terms. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making
payments for dividends on our common shares or for other business purposes and the U.S. dollar
appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert would be
reduced. For further information on our foreign exchange risks and certain exchange rates, see
Item 3. Key Information Selected Financial Data Exchange Rate Information and Item 11.
Quantitative and Qualitative Disclosures about Market Risk Foreign Exchange Risk.
PRC regulations relating to offshore investment activities by PRC residents and employee stock
options granted by overseas-listed companies may increase our administrative burden and
adversely impact our business and prospects. If our shareholders who are PRC residents fail to
make any required registrations or filings under such regulations, we may be unable to
distribute profits and may become subject to liability under PRC laws.
As part of our growth strategy, we may decide to expand, in part, by acquiring certain
complementary or new businesses in the future, including companies incorporated in the PRC. The PRC
State Administration of Foreign Exchange, or the SAFE, issued the Notice on Issues Relating to the
Administration of Foreign Exchange in Fund-Raising and Round-trip Investment Activities of Domestic
Residents Conducted via Offshore Special Purpose Companies in October 2005, which became effective
in November 2005, and an implementation rule in May 2007, or collectively the SAFE Rules. According
to the SAFE Rules, PRC citizens and foreign citizens who reside in China, are required to register
with the SAFE or its local branch office before establishing or controlling any company outside of
China for the purpose of financing the offshore company with their ownership interests in the
assets of or their interests in any Chinese enterprise. The offshore companies are referred to in
the SAFE Rules as offshore special purpose companies. In addition, a PRC resident that is a
shareholder of an offshore special purpose company is required to amend its SAFE registration with
the local SAFE branch with respect to the offshore special purpose company in connection with the
injection of equity interests or assets of a Chinese enterprise in the offshore company or overseas
fund raising by the offshore company, or any other material change in the capital of the offshore
company, including any increase or decrease of capital, transfer or swap of shares, merger,
division, long-term equity or debt investment or creation of any security interest. The SAFE Rules
apply retroactively. As a result, Chinese residents who have established or acquired control of
offshore companies that have made onshore investments in China in the past are required to complete
the relevant registration procedures with the applicable local SAFE authority. If any resident of
China fails to register with the SAFE with respect to its ownership of an existing offshore entity,
dividends remitted by the onshore entity to its overseas parent may be considered an evasion of
foreign exchange purchase rules, and therefore, may be subject to penalties under relevant PRC
foreign exchange laws and regulations. In addition, failure to comply with registration procedures
may result in restrictions on the relevant onshore entity, including prohibitions on the payment of
dividends and other distributions to its offshore parent or affiliate and on capital inflow from
the offshore entity.
Current regulations are still uncertain and unclear. It is possible that the relevant
government authorities may promulgate new legislation to interpret, amend or implement the SAFE
Rules in various ways. As a result, we cannot assure you that we or the owners of any target PRC
business we may acquire, as the case may be, will be able to complete the necessary approval,
filings and registrations for a proposed acquisition. This may restrict our ability to implement
our acquisition strategy and adversely affect our business and prospects.
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On March 28, 2007, the SAFE promulgated the Application Procedure of Foreign Exchange
Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock
Option Plan of Overseas Listed Company, or the Stock Option Rule, to regulate foreign exchange
procedures for PRC individuals participating in employee stock holding and stock option plans of
overseas companies. Under the Stock Option Rule, a PRC domestic individual must comply with various
foreign exchange procedures through a domestic agent institution when participating in any employee
stock holding plan or stock option plan of an overseas listed company. Certain domestic agent
institutions, such as the PRC subsidiaries of an overseas listed company, a labor union of such
company that is a legal person or a qualified financial institution, among others things, shall
file with the SAFE and be responsible for completing relevant foreign exchange procedures on behalf
of PRC domestic individuals, such as applying to obtain the SAFE approval for exchanging foreign
currency in connection with owning stock or stock option exercises. Concurrent with the filing of
such applications with the SAFE, the PRC subsidiary, as a domestic agent must obtain approval from
the SAFE to open a special foreign exchange account at a PRC domestic bank to hold the funds in
connection with the stock purchase or option exercise, any returns based on stock sales, any stock
dividends issued and any other income or expenditures approved by the SAFE. The PRC subsidiary also
is required to obtain approval from the SAFE to open an overseas special foreign exchange account
at an overseas trust bank to hold overseas funds used in connection with any stock purchase.
Under the Stock Option Rule, all proceeds obtained by PRC domestic individuals from sales of
stock shall be fully remitted back to China after relevant overseas expenses are deducted. The
foreign exchange proceeds from these sales can be converted into RMB or transferred to the
individuals foreign exchange savings account after the proceeds have been remitted back to the
special foreign exchange account opened at the PRC domestic bank. If the stock option is exercised
in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to the
special foreign exchange account. If we or our PRC optionees fail to comply with these regulations,
we or our PRC optionees and their local employers may be subject to fines and legal sanctions.
Risks Related to Our ADSs
The market price for our ADSs may be volatile.
The market prices of the securities of companies with Internet related and online businesses
have been extremely volatile and may be subject to wide fluctuations in response to factors
including the following:
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actual or anticipated fluctuations in our quarterly operating results; |
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changes or revisions by us to previously released operating and financial targets; |
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announcements of new services by us or our competitors; |
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changes in financial estimates or recommendations by securities analysts; |
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conditions in our industry, which is the market for recruitment advertising services
and other human resource related services in China; |
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announcements by us or our competitors of significant acquisitions, strategic
partnerships, joint ventures or capital commitments; |
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additions or departures of key personnel; |
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release of transfer restrictions on our outstanding common shares or ADSs or sales of
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pending or potential litigation or regulatory investigations. |
In addition, the securities market has from time to time experienced significant price and
volume fluctuations that are not related to the operating performance of particular companies, such
as during the recent global economic and financial market crisis. These market fluctuations may
also materially and adversely affect the market price of our ADSs.
The future sales, or perceived future sales, by our existing shareholders of a substantial
number of our ADSs in the public market or through private transactions could adversely affect
the price of our ADSs.
If our shareholders sell, or are perceived as intending to sell, substantial amounts of our
common shares or ADSs, including those issued upon the exercise of outstanding options, in the
public market or through private transactions, the market price of our ADSs could fall. Such sales,
or perceived potential sales, also might make it more difficult for us to sell equity or equity
related securities in the future at a time and price that we deem appropriate. Common shares held
by our existing shareholders and our affiliates may also be sold in the public market under, and
subject to the restrictions contained in, Rule 144 under the U.S. Securities Act of 1933, as
amended, or the Securities Act. In addition, see Item 6. Directors, Senior Management and
Employees Compensation Stock-Based Compensation Plans for a description of outstanding options to purchase
our common shares.
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Your right to participate in any future rights offerings may be limited, which may cause
dilution of your holdings.
We may from time to time distribute rights to our shareholders, including rights to acquire
our securities. Under the deposit agreement, the depositary bank will not offer you those rights
unless the distribution to ADS holders of both the rights and any related securities is either
registered under the Securities Act, or exempt 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.
You may not be able to exercise your right to vote.
As a holder of ADSs, you may only exercise the voting rights with respect to the underlying
common shares in accordance with the provisions of the deposit agreement. Under the deposit
agreement, you must vote by giving voting instructions to the depositary. Upon receipt of your
voting instructions, the depositary will vote the underlying common shares in accordance with these
instructions. Otherwise, you will not be able to exercise your right to vote unless you withdraw
the shares. Under our fifth amended and restated memorandum and articles of association, the
minimum notice period required for convening either an annual meeting or a general meeting called
to vote on matters requiring the approval of two thirds of the voting shares is 20 days. The
minimum notice period for other general meetings is 14 days. When a general meeting is convened,
you may not receive sufficient advance notice to withdraw the shares to allow you to vote with
respect to any specific matter. If we ask for your instructions, the depositary will notify you of
the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you
that you will receive the voting materials in time to ensure that you can instruct the depositary
to vote your shares. In addition, the depositary and its agents are not responsible for failing to
carry out voting instructions or for the manner of carrying out voting instructions. This means
that you may not be able to exercise your right to vote and there may be nothing you can do if the
shares underlying your ADSs are not voted as you requested.
You may not receive distributions on common shares or any value for them if it is illegal or
impractical to make them 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 common shares or other deposited securities after deducting its
fees and expenses. You will receive these distributions in proportion to the number of common
shares your ADSs represent. However, the depositary is not responsible if it decides that it is
inequitable or impractical to make a distribution available to any holders of ADSs. For example,
the depositary may 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, common 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, common shares, rights or anything else to holders of ADSs. This means that
you may not receive the distribution we make on our common shares or any value for them if it is
illegal or impractical for us to make them available to you. These restrictions may have a material
adverse effect on the value of your ADSs.
You may be subject to limitations on transfer of your ADSs.
Your ADSs represented by the ADRs 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 thinks 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.
You may face difficulties in protecting your interests, and your ability to protect your rights
through the U.S. federal courts may be limited, because we are incorporated under Cayman
Islands law.
We are a company incorporated under the laws of the Cayman Islands, and the majority of our
assets are located outside the United States. In addition, a majority of our directors and
executive officers are nationals or residents of jurisdictions other than the United States and all
or a substantial portion of their assets are located outside the United
States. As a result, it may be difficult for investors to effect service of process within the
United States upon our directors or executive officers, or enforce judgments obtained in the United
States courts against our directors or executive officers.
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Our corporate affairs are governed by our memorandum and articles of association, the Cayman
Islands Companies Law (2009 Revision), as amended and revised from time to time, 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 from English common law, the decisions of whose courts are of persuasive
authority, but are not binding 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 as
compared to the United States, and some states, such as Delaware, have more fully developed and
judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have
standing to initiate a shareholder derivative action in a federal court of the United States.
The Cayman Islands courts are also unlikely:
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to recognize or enforce against us judgments of courts of the United States based on
certain civil liability provisions of U.S. securities laws; and |
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to impose liabilities against us, in original actions brought in the Cayman Islands,
based on certain civil liability provisions of U.S. securities laws that are penal in
nature. |
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 certain circumstances recognize and
enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the
merits.
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 public shareholders of a U.S. company.
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ITEM 4. |
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INFORMATION ON THE COMPANY |
A. History and Development of the Company
We commenced our business in 1998. Since our inception, we have conducted substantially all of
our operations in China. In March 2000, our founders incorporated a new holding company, now called
51job, Inc., as an exempted limited liability company in the Cayman Islands under the Cayman
Islands Companies Law (2004 Revision). Subsequently, 51job, Inc. acquired 51net.com Inc., or 51net,
a British Virgin Islands company, and other subsidiaries to become the holding company of our
corporate group. We operate as a foreign investment enterprise in China through our wholly owned
subsidiaries, 51net, which is the registered owner of some of our trademarks and our domain name,
51net Beijing and 51net HR, which are both Cayman Islands companies, as well as our PRC
subsidiaries and affiliated Chinese entities, the primary ones being:
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Shanghai Qianjin Advertising Co., Ltd., or AdCo, and AdCos one branch office, six
majority owned subsidiaries and one jointly owned subsidiary with Tech JV, or,
collectively, the AdCo Subsidiaries. AdCo and the AdCo Subsidiaries hold licenses and
permits to conduct advertising businesses; |
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Shanghai Run An Lian Information Consultancy Co., Ltd., or RAL, which holds human
resource related services and Internet content provision licenses and is wholly owned by
Run An; |
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Qianjin Network Information Technology (Shanghai) Co., Ltd., or Tech JV, which is
allowed to conduct online advertising and holds a human resource related services license; |
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Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd., or WFOE, which is
wholly owned by 51net Beijing and owns certain of our trademarks and registered
copyrights; |
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Beijing Qian Cheng Si Jin Advertising Co., Ltd., or Qian Cheng, which is our joint
venture partner in Tech JV and is wholly owned by Run An; |
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Beijing Run An Information Consultancy Co., Ltd., or Run An, which is jointly owned by
David Weimin Jin and Tao Wang, two executive officers of our company; |
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Shanghai Wang Cai Advertising Co., Ltd., or Wang Cai AdCo, which is an AdCo Subsidiary
jointly owned by AdCo and Tech JV and holds licenses to conduct advertising businesses; |
23
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Shanghai Wang Ju Human Resource Consulting Co., Ltd., or Wang Ju, which is owned by 51net
HR and Run An and holds a license to provide human resource related services; and |
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Wuhan Mei Hao Qian Cheng Advertising Co., Ltd., or Wuhan AdCo, which holds a minority
interest in Tech JV and conducts advertising businesses in the city of Wuhan. |
Substantially all of our business and operations are conducted through Tech JV, AdCo and the
AdCo Subsidiaries.
In May 2004, we restructured our operations to comply with then existing PRC laws and
regulations governing foreign ownership in entities conducting advertising and human resource
related services. For a discussion on our group structure, see Item 4. Information on the
Company Organizational Structure.
Our relationships with Qian Cheng, RAL and Run An, our affiliated entities, have been governed
by a series of agreements. As a result of these agreements, under which we have borne all of the
economic risks and received all of the economic rewards in these affiliated entities, the
historical financial results of these entities have been consolidated in our financial statements
as variable interest entities. For a discussion on the contractual arrangements among our entities,
see Item 7. Major Shareholders and Related Party Transactions Related Party Transactions
Contractual Arrangements Among Our Group Entities.
We completed the initial public offering of 6,037,500 American depositary shares, each
representing two of our common shares, par value US$0.0001 per share, on October 4, 2004. On
September 29, 2004, the trading of our ADSs on the Nasdaq Global Select Market, or Nasdaq, under
the symbol JOBS, commenced.
In August 2007, we entered into an agreement with Recruit to form a new company to provide
coupon advertising services in China.
Our principal executive offices are located at Building 3, No. 1387, Zhang Dong Road, Shanghai
201203, Peoples Republic of China. Our telephone number at this address is +(86-21) 6160-1888. Our
registered office in the Cayman Islands is located at the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of
process in the United States is National Registered Agents, Inc., located at 875 Avenue of the
Americas, Suite 501, New York, New York 10001.
Our principal capital expenditures in 2007 consisted of purchases of computers, network
equipment, software and other intellectual property rights for a total of approximately RMB32.5
million. Our principal capital expenditures in 2008 were RMB24.3 million and included primarily the
purchase of servers and IT equipment, computers and office furnishings. Our principal capital
expenditures in 2009 totaled RMB28.7 million (US$4.2 million) and consisted primarily of purchases
of office space, technology systems, network equipment and furnishings for the establishment of a
new call center as well as computers, software and office equipment. In 2009, we made installment
payments totaling RMB21.4 million (US$3.1 million) toward the purchase of nine floors of an office
building in Wuhan Optical Valley Software Park in the city of Wuhan, China to house our national
sales and customer service call center. A remaining balance of approximately RMB1.1 million (US$0.2
million) was paid in the first quarter of 2010 to complete the purchase of the office space.
Our capital expenditure plans for 2010 have not yet been fixed, but we intend to purchase
computers, technology-related equipment and software. Capital expenditures in 2009 have been funded
through operating cash flows and through our existing capital resources, and we expect to continue
fund our capital expenditures through these means.
B. Business Overview
We believe that we are a leading nationwide provider of integrated human resource services in
China. With a strong focus on recruitment advertising, we closely integrate our print and online
recruitment advertising services which enable us to attract a broad base of corporate advertisers,
reach a wide and diverse audience of job seekers and aggregate job information from multiple
channels and geographies. We had print operations across 19 major cities in China as of the date of
this annual report, and according to Alexa.com, www.51job.com had the highest traffic ranking among
recruitment websites in China for the three months ended March 31, 2010.
In addition to recruitment advertising services, we also provide other complementary human
resource related services, consisting primarily of business process outsourcing, training and
executive search services. We aim to be a comprehensive, one-stop solution to human resource
departments by providing recruitment and other human resource related services to employers through
25 local sales offices and a national sales and customer service call center in Wuhan.
Although we provide services to both employers and job seekers, we derive substantially all of
our revenues from employers. We receive a majority of our revenues in the form of fees from
employers for placing job
advertisements on 51job Weekly and www.51job.com. We also receive fees from employers for
accessing our www.51job.com resumé database, using our eHire product and engaging our other human
resource related services.
24
Our Product and Services
We provide a range of human resource services in the following categories:
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recruitment advertising services, including print advertising and online recruitment
services; and |
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other human resource related services, such as business process outsourcing, training
and executive search services. |
We generate a significant majority of our revenues from our recruitment advertising services.
Our print advertising business generated 51.0% of our revenues in 2007, 41.8% of our revenues in
2008 and 34.2% of our revenues in 2009. Our online recruitment services business generated 33.5% of
our revenues in 2007, 36.3% of our revenues in 2008 and 40.8% of our revenues in 2009. Other human
resource related services generated 15.5% of our revenues in 2007, 22.0% of our revenues in 2008
and 25.0% of our revenues in 2009.
Recruitment Advertising Services
Print Advertising 51job Weekly. 51job Weekly is a city-specific recruitment advertising
publication which is published once a week and is distributed as an insert in local newspapers
and/or on a stand-alone basis. As of the date of this annual report, 51job Weekly was published in
19 cities across China.
The cities where 51job Weekly is published and our newspaper contractor in each city as of the
date of this annual report are as follows:
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Newspaper contractor(1) |
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Newspaper contractor(1) |
Beijing
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China Trade News
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Nanjing
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Modern Express |
Changsha
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Human Resource News
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Ningbo
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Modern Golden News |
Chengdu
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Hua Xi Metropolitan News
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Qingdao
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Qingdao Financial Times |
Chongqing
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Human Resource News
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Shanghai
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China Trade News |
Fuzhou
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Straits Talent News
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Shenyang
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Friendly Times |
Guangzhou
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Guangzhou Youth Daily
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Shenzhen
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Nan Fang Metropolitan News |
Hangzhou
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News Information Daily
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Wuhan
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News Information Daily |
Harbin
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Harbin Lifestyle Daily
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Xian
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China Merchant News |
Jinan
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Jinan Times
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Zhengzhou
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Youth Herald |
Kunming
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Chuncheng Evening News |
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(1) |
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English translations of the Chinese names. |
51job Weekly is not published in Changchun, Dalian, Dongguan, Hefei, Suzhou or Tianjin
although we have established sales offices in these cities.
A different version of 51job Weekly is published in each of our markets, with each version
containing city-specific recruitment advertisements. We closely coordinate 51job Weekly with our
www.51job.com online recruitment website and post a significant majority of the recruitment
advertisements appearing in 51job Weekly on www.51job.com as well. 51job Weekly contains
recruitment advertisements for the full range of job categories that are available on our website,
including sections for professional, middle management and technical personnel. Advertisements
placed in 51job Weekly are primarily in Chinese language.
Employers use 51job Weekly both as a recruitment tool and as an advertising and publicity
medium to promote their brand name and raise their corporate awareness among job seekers. 51job
Weekly recruitment advertisements come in a variety of formats, from large, multi-color
advertisements using graphics and corporate trademarks, which are often placed by international and
large domestic companies, to simple text job announcements, which are typically posted by smaller,
local businesses. 51job Weekly is divided into a number of separate sections, with certain sections
targeted at higher income and more educated job seekers containing large, colorful advertisements
on glossy, high quality paper. Other sections include simpler text-only advertisements targeted at
middle and lower income job seekers. The circulation, page dimensions, type of paper used and
number of sections appearing in local editions of 51job Weekly differ from city to city.
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In China, entities engaged in publishing activities are required by the government to have a
publishing license. Since we do not have any publishing licenses, we have established an exclusive
relationship with a single local newspaper in each market where 51job Weekly is produced. We rely
on these newspapers to provide us with printing and publishing services on a contractual basis,
generally for a term of two years. These newspapers also generally
provide us with distribution and marketing support in our local markets, although we sometimes
undertake independent and/or additional marketing. 51job Weekly is distributed as an insert in our
contractors newspaper in an effort to increase our circulation and help us establish our brand
name. As an insert in these newspapers, 51job Weekly is sold at newsstands, kiosks, convenience
stores, supermarkets and other venues. We provide point-of-sale vendors with marketing materials
such as posters, display racks and other promotional items. We also circulate 51job Weekly
independently through our direct marketing campaigns. Our direct marketing includes offering free
copies of 51job Weekly at job fairs, in the lobbies of major office buildings, at post offices, on
university campuses, outside mass transit stations and in other public areas where the public
circulation of newspapers is permitted.
We may change our newspaper contractor in a city when we are able to obtain more favorable
terms or higher quality service from a different newspaper contractor. See Item 3. Key
Information Risk Factors Risk Related to Our Business We are dependent on local newspaper
contractors in each of our geographic markets to publish and distribute 51job Weekly.
The advertising fees that we charge depend on a variety of factors, including the size,
placement, format, and use of color and graphics in the advertisement, the length of time the
advertisement is to appear, and the city in which the advertisement is placed. Our growth strategy
for our print advertising business is focused on increasing our customer base and generating
greater volumes of print advertising pages. Our print advertising revenues are primarily affected
by the number of print advertising pages and the fees that we charge. Pricing for specific products
can vary significantly from city to city due to local competition, purchasing power and other
conditions.
Our print advertising business is characterized by seasonal variations and revenues may
fluctuate significantly from quarter to quarter depending on customer demand and needs. See Item
3. Key Information Risk Factors Risk Related to Our Business Due to seasonal variations in
demand for human resource services, we experience significant fluctuations in our revenue streams
which affect our ability to predict our quarterly results and which may also cause quarterly
results to vary from period to period.
The following table sets forth the estimated number of print advertising pages we generated
and the cities where 51job Weekly was published for the periods and as of the dates indicated. We
terminated the publication of 51job Weekly in Tianjin in January 2010, Hefei in March 2010 and
Dalian in April 2010.
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2007 |
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2008 |
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2009 |
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Estimated number of print advertising pages(1) |
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16,568 |
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16,512 |
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11,661 |
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Number of cities where 51job Weekly was published(2) |
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23 |
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22 |
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(1) |
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For the years ended December 31, 2007, 2008 and 2009. |
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As of December 31, 2007, 2008 and 2009. |
Beginning in the second half of 2008, our print advertising business has experienced a
significant decrease in page volumes and revenues due primarily to the impact of the global
economic and financial crisis as well as a slowdown in economic growth in China on market demand.
In addition, we believe the growing acceptance of online recruitment services by employers as well
as the progressing shift of recruitment advertising expenditures from print to online media may
limit the future use of print advertising. Therefore, we expect that revenue contribution from our
print advertising business will decrease over time.
Online Recruitment Services www.51job.com. We established our online recruitment website,
www.51job.com, in 1999. Online recruitment advertisements appear in both Chinese and English on
www.51job.com. These advertisements cover many different job categories ranging from professional
and middle management positions to clerical, industrial and hourly jobs. Job seekers may search for
positions using keywords or based on a number of criteria, including city of employment, industry,
job function, job title and job posting date. We regularly maintain and update our www.51job.com
with job search, training and general career management content.
We believe that www.51job.com is one of the largest dedicated national recruitment websites in
China in terms of the number of recruitment advertisements. We also believe that www.51job.com is
among the largest in terms of the number of registered job user accounts and posted job seeker
resumés, with approximately 39 million user accounts established since the launch of our website in
1999 and approximately 30 million resumés posted online as of March 31, 2010. We believe that
www.51job.com is perceived as a destination site by job seekers because of its large volume of
advertisements and the job search, training, and general career management and advisory content
available on the website.
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We believe that www.51job.com provides employers with a cost-effective means of reaching their
target audience. As our website contains nationwide recruitment advertisements, employers can
access a large pool of potential candidates from a wide geographic area. Certain employers post
advertisements solely online when they consider the
demographics of their target audience to favor the use of the Internet for recruitment
advertising. As a result, www.51job.com includes a higher number of technology related positions
than 51job Weekly as well as recruitment advertisements targeted at younger job seekers that are
more likely to use the Internet. We generally update the advertisements on our website several
times each hour, which allows employers to receive responses more rapidly than is generally
possible using print advertisements. Employers also use our website as a marketing tool, placing
advertising banners, trademarks, logos, website hyperlinks and other forms of advertising to
promote their corporate image for a fee that varies depending on the size, graphics, placement and
duration. We believe that certain employers view this image promotion as a significant means of
attracting online job seekers to their recruitment advertisements on our website. As a result, we
believe that our ability to offer these promotional formats is an important element in our ability
to attract online recruitment advertising business, which generates a material portion of our
revenues. However, in the event of any adverse change in the actual or perceived effectiveness of
online image promotion, or online advertising in general, our online recruitment advertising
business may be adversely affected. See Item 3. Key Information Risk Factors Risks Related
to Our Business If the Internet, and online advertising in particular, does not achieve broad
acceptance in China as a medium for recruitment, our online recruitment services business may be
adversely affected.
Employers can use our eHire web-based platform to search our job candidate database and
download resumés for a fee. In addition, eHire contains other tools that enable employers to
manage, organize and streamline the recruitment and hiring process. We also offer website design as
an additional value-added service and marketing tool for corporate customers. We can build
customized private label recruitment websites with the look and feel of a dedicated website. We
design these sites in-house to client specifications and operate these sites for our clients. These
client sites, together with our www.51job.com website, are hosted by China Telecom and China
Unicom.
The following table sets forth the estimated number of unique employers who used our online
recruitment services for the periods indicated.
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For the year ended December 31, |
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2007 |
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2008 |
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2009 |
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Estimated unique employers using online recruitment services |
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94,125 |
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102,562 |
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143,451 |
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www.51job.com provides job seekers with online tools to search for job opportunities and
allows them to:
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search and review all current recruitment advertisements; |
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receive e-mails of advertisements matching the job seekers profile and preferences; |
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submit resumés directly to prospective employers to apply for a desired position; |
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organize and track job related information and applications; and |
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obtain information about upcoming job fairs, career development advice and other job
related information. |
We provide job seekers access to www.51job.com free of charge.
We closely coordinate 51job Weekly with our www.51job.com online recruitment website, and we
post a significant majority of the recruitment advertisements appearing in 51job Weekly on
www.51job.com as well. We place a basic description of a 51job Weekly recruitment advertisement on
our website as a complimentary service to our customers. This practice also allows us to introduce
our online recruitment website to customers who have only purchased print recruitment advertising
to increase potential cross-selling opportunities.
Other Human Resource Related Services
Business Process Outsourcing. We perform business process outsourcing services by managing
human resource administrative functions for employers on an outsourced basis. Our services to
corporate clients mainly consist of social insurance and welfare payment processing, regulatory
compliance with local governmental employment regulations and payroll processing. While the market
for business process outsourcing services in China is currently limited compared to developed
economies like the United States, we believe that there is significant future potential for these
services as more companies in China become accustomed to using third parties to perform human
resource administrative functions. We continue to build our outsourcing capability and aim to
increase the number and type of services we provide.
Training. We conduct training seminars in business management, leadership, sales and
marketing, human resource, negotiation skills, financial planning and analysis, public
administration, manufacturing, secretarial and other skills. We provide our seminars to the general
public and on a customized, in-house basis for corporate clients. We license content and materials
from third parties for some of the training courses we provide. We also enter into arrangements
with certain trainers and lecturers that meet our knowledge, expertise and experience requirements.
In
addition to classroom-style seminars, we provide outdoor-based training exercises and programs
for corporate clients to promote personal development, team building and communication. We believe
that our training services build our brand awareness as a provider of comprehensive, integrated
human resource services.
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Executive Search. We provide our eSearch executive search services to employers seeking to
fill mid-level professional, managerial and junior executive positions. We generally charge
corporate clients a total assignment fee of up to 30% of the candidates annual compensation,
including in some cases a minimum upfront retainer. We maintain a team of specialized executive
search consultants who can access our extensive candidate resumé database that other search firms
are restricted from using.
Campus Recruitment. We provide campus recruitment services to corporations seeking to recruit
college and university students. We assist corporations with recruitment strategy, selection of
schools, schedule of campus visits, promotion of their image to students and logistical
arrangements.
Salary Surveys. We conduct general and customized salary survey studies with analyses of
compensation and benefits packages across various cities, industries and job positions. Human
resource departments utilize this data to understand the market for compensation levels and to
assist in their determination of compensation and benefits packages.
Human Resource Conferences. We organize and host annual human resource conferences and events
in many of our cities. These conferences and events include lectures, seminars, workshops and
networking opportunities for human resource professionals. Although we do not generate significant
revenues from hosting these conferences and events, this service provides us with exposure to, and
interaction with, existing and prospective clients.
Other Products. We have developed a proprietary assessment system to assist human resource
departments in evaluating capabilities and dispositions of job candidates and existing employees,
in aiding employee placement and in allocating employee resources. We also provide a monthly
magazine called Future on a subscription or complimentary basis. Future contains articles,
commentary, interviews and reports on general career management and development targeted
principally at young working professionals.
Technology
We design and update our website and develop our proprietary software entirely in-house. Our
website is hosted by China Telecom and China Unicom, Chinas principal telecommunications and
Internet service providers. We own the copyrights, software, trademarks and other intellectual
property with respect to the design and content of our website, other than the advertisements and
trademarks provided by our advertisers.
We employ a large staff of website designers and technicians to update and enhance our website
as well as to design, build and provide assistance to customers whose recruitment websites we are
maintaining. We update the advertisements on our website from our principal executive offices in
Shanghai. New recruitment advertisements provided to us by employers who have purchased and
registered online accounts generally appear on our website within a few hours. Complimentary online
postings for advertisements in 51job Weekly generally appear on www.51job.com for approximately two
weeks.
From time to time we experience slower Internet service from our Internet service providers as
a result of technical difficulties associated with high traffic volumes, computer viruses, the
proliferation of spam e-mail traffic and other difficulties that generally affect Internet
traffic. To date, we have not been subject to significant targeted disruptions or hacking and we
believe that difficulties we have experienced relating to the speed of the Internet service and
web-hosting provided by China Telecom and China Unicom are consistent with the difficulties that
affect Internet service in China generally. To date, our website has not gone off-line or been shut
down for any significant period of time. We do not believe that our business has been materially
disrupted or negatively affected by technical difficulties with respect to our website. However, we
cannot assure you that our business will not face material disruptions or damage from spam,
viruses, hacking or other technical difficulties. See Item 3. Key Information Risk Factors
Risks Related to Our Business Computer viruses and hacking may cause delays or interruptions on
our systems and may reduce use of our services and damage our reputation and brand names; We
face risks related to health epidemics and other natural disasters; and We are dependent on our
Internet service providers, and we are vulnerable to failures of the Internet, fixed line
telecommunications networks in China and our technology platform.
Competition
We face significant competition in each of our markets with respect to each of our business
lines. See Item 3. Key Information Risk Factors Risks Related to Our Business Because we
face significant competition,
including intense competition in several of our markets, we may lose market share and our results
of operations may be materially and adversely affected.
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Print Advertising
51job Weekly was published in 19 cities across China as of the date of this annual report. We
face competition within all of our markets. Our competitors typically consist of one or more large
local newspapers that include a help-wanted section. Our competitors include Beijing Evening News,
Guangzhou Daily, Shanghai Talent Market and Shenzhen Special Zone Daily.
Online Recruitment Services
We experience intense competition in our online recruitment services businesses from dedicated
online recruitment websites and websites affiliated with local job fair operators. With the
exception of Zhaopin.com which provides print advertising services in select cities in China, we
are not aware of any other online competitor that also operates a significant print advertising
business. We view our principal existing online competitors to be ChinaHR.com, Cjol.com and
Zhaopin.com, which are primarily dedicated online recruitment websites.
None of the well established nationwide Internet portals, including NetEase.com, QQ.com,
Sina.com, Sohu.com and Tom.com, are dedicated providers of recruitment advertising or other human
resource products, and each offers a wide variety of other online services. However, any or all of
our online or print competitors may decide to allocate significant additional resources to
providing recruitment advertising or other human resource services. For example, ChinaHR.com, which
is wholly owned by Monster Worldwide, and Zhaopin.com, which is majority owned by Australian online
recruitment services provider SEEK Limited, have been purported in public reports to have
significantly increased expenditures on sales and marketing activities in China from time to time.
As a result of these events, we could encounter significantly increased competition in some or all
of our markets.
Other Services
We believe the market for business process outsourcing services is in an early stage of
development and the competition is generally localized. Our key competitors are typically service
agencies affiliated with or sponsored by local government personnel bureaus. In the training
services market, we face competition primarily from small, local training firms or individual
trainers who specialize in specific areas of expertise. The competition in the executive search
services market in China is largely fragmented and our main competitors include entities such as
Bó-Lè Associates, Ltd., Horton International, Hudson Highland Group and Sterling.
Customers
Our customers consist of large multinational corporations, large national Chinese corporations
and local Chinese enterprises of all sizes.
Sales and Marketing
Our sales and marketing strategy is focused on promoting our brand names and further
establishing our reputation as an integrated provider of high quality human resource services. We
utilize various marketing channels to target three key groups:
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job seekers; |
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employers with hiring and/or training needs; and |
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human resource departments with actual or potential outsourcing needs. |
Direct Marketing. We target employers principally through direct marketing, which we believe
has been highly effective in attracting new customers. As of December 31, 2009, we employed over
1,600 sales and account management representatives across our cities that identify and directly
contact potential customers via telephone, personal sales visits, the Internet and the mail. In
addition, we recently established a national sales and customer service call center in Wuhan, which
became operational in February 2010. We train our sales staff to cross-sell all of our services and
to design comprehensive packages of human resource services for potential clients to meet their
specific requirements. In addition, we believe that the personal nature of direct marketing has
enabled us to better understand the current and evolving needs of our existing and prospective
customers and helped us to develop new services and products.
Event Marketing. We organize customer events, such as recruiting workshops, product
information seminars, industry roundtables and networking events, to provide our sales team an
opportunity to personally interact with
employers and understand their recruitment needs. To attract potential job seekers and build
brand awareness, we offer complimentary copies of 51job Weekly at job fairs, at office buildings,
and in other public and commercial areas. We believe that offering complimentary copies of 51job
Weekly to job seekers is also a highly effective means to cross-promote our www.51job.com website.
29
Mass Media Advertising. We use traditional mass media advertising on a selective basis to
increase our brand visibility and corporate image. We advertise though various media, including
outdoor advertising on digital displays, billboards, bus stops and buses. In addition, we advertise
on print media such as newspapers, magazines, industry publications and telephone directories.
Online Marketing. We utilize Internet advertising, such as banner advertisements, keyword and
hyperlink purchases and paid listings, to promote our brand names. We also conduct and sponsor
online promotion campaigns such as drawings, giveaways and contests to attract traffic and enhance
the loyalty of job seekers to our website.
Cross-Marketing. We cross-market our brand names, services and products in 51job Weekly, on
www.51job.com and in Future. We also establish cross-marketing relationships with a variety of
partners. In addition, we believe that we benefit from recommendations and referrals by the large
base of job seekers and employers who use 51job Weekly and www.51job.com.
Media Promotions. We produce surveys and analyses on job market trends and developments that
are regularly featured and published in magazines, newspapers and on the Internet. We believe this
exposure heightens our corporate image among both employers and job seekers and attracts interest
and sales inquiries for our services.
Intellectual Property and Proprietary Rights
We regard our copyrights, trademarks, trade secrets and other intellectual property rights as
critical to our business. We rely on trademark and copyright law, trade secret protection,
non-competition and confidentiality and/or licensing agreements with our executive officers,
clients, contractors and others to protect our intellectual property rights. We have registered our
www.51job.com Internet domain name as well as a number of similar domain names in an effort to
prevent entities from diverting online traffic away from our website.
We have registered trademarks, including
,
,
51job.com,
,
eHire,
and
eSearch, with the Trademark Office of the PRC State Administration for Industry and Commerce,
or the SAIC. In January 2010,
was designated a Well-Known Trademark, which is the
highest recognition for consumer brands granted by the SAIC. In addition, our wholly owned British
Virgin Islands subsidiary 51net has registered our trademarks
,
51job.com and
with the
Patents Registry, Intellectual Property Department of the Hong Kong Special Administrative Region.
51net is also the registered owner of our trademarks
and
51job.com with the Intellectual
Property Bureau of the Taiwan Ministry of Economy.
All of our trademarks and the www.51job.com domain name are owned or registered in the PRC by
51net and WFOE. Under a trademark license agreement between 51net, as licensor, and RAL, as
licensee, RAL has the right to use certain trademarks in the PRC, with no right of assignment or
sublicense. Under a domain name license agreement between 51net, as licensor, and RAL, as licensee,
RAL has the right to use the www.51job.com domain name in connection with the operation of our
website. See Item 7. Major Shareholders and Related Party Transactions Related Party
Transactions Contractual Arrangements Among Our Group Entities.
Our intellectual property is subject to theft and other unauthorized use, and our ability to
protect our intellectual property from unauthorized use is limited. In addition, we may in the
future be subject to claims that we have infringed the intellectual property rights of others. See
Item 3. Key Information Risk Factors Risks Related to Our Business If we are unable to
prevent others from using our intellectual property, our business may be materially and adversely
affected and We may be exposed to infringement or misappropriation claims by third parties,
which, if successful, could cause us to pay significant damage awards.
Regulation
Advertising agencies, human resource services firms and Internet content providers are subject
to substantial regulation by the Chinese government. An Internet content provider is a commercial
operator providing the delivery of Internet content. This section sets forth a summary of the most
significant PRC regulations that affect the businesses and the industries in which we operate.
In addition to laws and regulations that apply generally to advertising agencies, human
resource firms and Internet content providers, special limitations apply to foreign ownership of
businesses engaged in human resource and Internet content provider services in China.
30
Limitations on Foreign Ownership of Our Businesses
Advertising
The principal regulations governing foreign ownership of advertising companies in China
include:
|
|
|
Foreign Investment Industrial Guidance Catalogue (2007); and |
|
|
|
|
Administrative Regulations Concerning Foreign Invested Advertising Enterprises (2008 Revision). |
Under these regulations, foreign investors are allowed to own 100% of an advertising agency in
China subject to certain qualification requirements. However, for those advertising agencies that
provide online advertising service, foreign ownership restrictions on the value-added
telecommunications business are still applicable.
Human Resource Services Companies
The principal regulation governing foreign ownership in human resource services companies in
China is the Interim Regulations on the Administration of Sino-foreign Equity Joint Venture as
Human Resource Agencies (2003), as amended in 2005, jointly promulgated by the PRC Ministry of
Personnel, the PRC Ministry of Commerce and the SAIC. Under this regulation, the percentage of
foreign ownership in the equity interest of a human resource services company cannot be less than
25% or more than 49%. In August 2006, the PRC government increased the foreign ownership percentage
to up to 70%.
Value-Added Telecommunications Services and Internet Content Providers
In the PRC, entities that coordinate with Internet service providers (such as
telecommunications companies) to effect the online placement of content provided by either
themselves or third parties are defined as Internet content providers and require a special
license. Internet content providers are classified as value-added telecommunications businesses.
The principal regulations governing foreign ownership in Internet content providers in China
include:
|
|
|
Administrative Rules for Foreign Investments in Telecommunications Enterprises (2008 Revision); and |
|
|
|
|
Foreign Investment Industry Guidance Catalogue (2007). |
Under these regulations, foreign investors, individually or in the aggregate, are prohibited
from owning more than 50% of a PRC entity that provides value-added telecommunications services,
which include the service of providing Internet content.
In addition, the PRC Ministry of Industry and Information Technology, or the MIIT, issued the
Notice on Strengthening the Administration of Foreign Investment in the Operation of Value Added
Telecommunication Business, or the MIIT Notice, in July 2006. According to the MIIT Notice,
value-added telecommunication services license holders (including their shareholders) shall
directly own the domain names and registered trademarks used by such value-added telecommunication
services license holders in their daily operations and is prohibited from leasing, transferring or
selling the license to foreign investors in any form, and from providing any assistance in forms of
resources, sites or facilities to foreign investors that conduct value-added telecommunications
business illegally in China. The provincial communications administration bureaus in charge of
telecommunications services are required to ensure that existing value-added telecommunication
services license holders will conduct a self-assessment of their compliance with the MIIT Notice
and to submit status reports to the MIIT before November 1, 2006. For those who are not in
compliance with the above requirements and fail to rectify the noncompliance within the limited
period set by the provincial communications administration bureaus, the bureaus may revoke their
operating licenses. See Item 3. Key Information Risk Factors Risks Related to the Peoples
Republic of China PRC laws and regulations governing operators of Internet websites are unclear
and the regulation of the telecommunications and Internet industries may become more burdensome,
and if we are found to be in violation of PRC laws and regulations, we could be subject to
sanctions.
General Regulation of Our Businesses
Advertising
The SAIC is responsible for regulating advertising activities in the PRC. The principal
regulations governing advertising (including online advertising) in China include:
|
|
|
Advertising Law (1994); |
|
|
|
|
Administration of Advertising Regulations (1987); |
|
|
|
|
Implementation Rules on Administration of Advertising Regulations (2004); and |
|
|
|
|
Measures for the Administration of Advertising Business Licenses (2005). |
31
All enterprises, except for broadcast stations, television stations, newspapers, magazines,
non-corporate entities and other entities specified in laws or administrative regulations, are no
longer required to obtain a separate advertising license although they are required to apply for
inclusion of advertising services in their business licenses.
Human Resource
Human resource services firms in China are mainly regulated by the PRC Ministry of Personnel.
The principal regulation applicable to human resource services firms is the Regulations on
Administration of Human Resource Markets (2001, as amended in 2005), jointly promulgated by the PRC
Ministry of Personnel and the SAIC. Under this regulation, any entity providing human resource
services in China must obtain a human resource services license from the local Administration of
Personnel at the provincial level. Each of these Administrations may adopt rules, with some degrees
of variation among provinces, to regulate human resource services operations conducted within the
province.
Value-Added Telecommunication Services and Online Commerce
The delivery of content on our website is subject to PRC laws and regulations applicable to
telecommunications and Internet service providers. We are also within the regulatory jurisdiction
of various governmental bodies, including the MIIT and the SAIC. The principal regulations
applicable to the telecommunications industry and Internet include:
|
|
|
Telecommunications Regulations (2000); |
|
|
|
|
The Administrative Measures for Telecommunications Business Operating Licenses (2009); and |
|
|
|
|
The Internet Information Services Administrative Measures (2000). |
Under these regulations, the delivery of Internet content provision services is classified as
a value-added telecommunications business, and a commercial operator of such services must obtain
an Internet content provider license from the appropriate telecommunications authorities.
With respect to online commerce, there are no PRC laws that have national applicability to
online commerce relating to advertising and human resource services. However, local authorities may
impose requirements on online business activities conducted within its jurisdiction, such as
registration or filing requirements.
Regulations Relating to Our Intellectual Property Rights
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 WTO in December 2001.
The PRC 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.
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, and the failure to complete such filings may cause the trademark license
agreements to be unenforceable against bona fide third parties.
Domain name disputes are governed by the Measures of China Internet Network Information Center
for Resolving Disputes Regarding Domain Names promulgated by the Chinese Internet Network
Infrastructure Center, or the CNNIC, on February 14, 2006 and effective on March 17, 2006, under
which the CNNIC can authorize domain name dispute resolution institutions to decide disputes.
32
Regulations Relating to Internet Privacy
The Constitution of the PRC provides that PRC law protects the freedom and privacy of
communications of citizens and that infringement of such rights is not permitted. While PRC laws do
not prohibit Internet content providers from collecting personal information of their users, the
relevant government authorities have enacted
legislation on the use of the Internet that recognizes the protection of personal information
from unauthorized disclosure. Under the Regulation on Internet Information Service, Internet
information 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. Under the Administration Regulation on the Internet BBS Service, Internet content
providers that provide electronic messaging services must keep users personal information
confidential and must not disclose such personal information to any third party without the consent
of the users, unless the law requires such disclosure. The regulations further authorize the
relevant telecommunications authorities to order Internet content providers to rectify an
unauthorized disclosure. Internet content providers could be subject to legal liability if the
unauthorized disclosure causes damages or losses to the users. To comply with these regulations, we
provide subscribers to our website with a range of confidentiality options. They may choose to
authorize us to disclose their personal information to third parties, or to instruct us to keep
this information strictly confidential. Our systems are designed to maintain information received
from these subscribers in accordance with their instructions.
However, the PRC government retains the power and authority to order Internet content
providers to turn over personal information of Internet users if the users post any prohibited
content or engage in illegal activities on the Internet.
Regulation of Foreign Currency Exchange and Dividend Distribution
Foreign Currency Exchange
The principal regulations governing foreign currency exchange in the PRC are the Foreign
Exchange Administration Regulations, as amended in August 2008. Under these regulations, the
Renminbi is freely convertible for payments of current account items, such as trade and service
related foreign exchange transactions and dividend payments, but not for expenses of capital, such
as direct investment, loan or investment in securities, outside the PRC unless the prior approval
of the PRC State Administration for Foreign Exchange, or the SAFE, is obtained and prior
registration with the SAFE is made.
Under the Foreign Exchange Administration Regulations, foreign-invested enterprises in the PRC
may purchase or remit foreign exchange without the approval of the SAFE for trade and service
related foreign exchange transactions by providing commercial documents evidencing these
transactions. They may also retain foreign exchange (subject to a cap approved by the SAFE) to
satisfy foreign exchange liabilities or to pay dividends. However, the relevant PRC government
authorities, which have significant administrative discretion in implementing the laws, may
restrict or eliminate the ability of foreign-invested enterprises to purchase and retain foreign
currencies in the future. In addition, foreign exchange transactions involving direct investment,
loan and investment in securities outside the PRC are subject to limitations and require approvals
from the SAFE.
Foreign Exchange Registration of Offshore Investment by PRC Residents
Pursuant to the SAFEs Notice on Relevant Issues Concerning Foreign Exchange Administration
for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose
Vehicles, or Circular No. 75, issued on October 21, 2005, (i) a PRC resident, including a PRC
resident natural person or a PRC company, shall register with the local branch of the SAFE before
it establishes or controls an overseas special purpose vehicle, or SPV, for the purpose of overseas
equity financing (including convertible debt financing); (ii) when a PRC resident contributes the
assets of or its equity interests in a domestic enterprise to an SPV, or engages in overseas
financing after contributing assets or equity interests to an SPV, such PRC resident shall register
his or her interest in the SPV and the change thereof with the local SAFE branch; and (iii) when
the SPV undergoes a material event outside of China, such as a change in share capital, or merger
or acquisition, the PRC resident shall, within 30 days of the occurrence of such event, register
such change with the local SAFE branch. PRC residents who are shareholders of SPVs established
before November 1, 2005 were required to register with the local SAFE branch before March 31, 2006.
Under Circular No. 75, failure to comply with the registration procedures set forth above may
result in penalties, including restrictions on a PRC subsidiarys foreign exchange activities in
capital accounts and its ability to distribute dividends to the SPV.
33
On December 25, 2006, the Peoples Bank of China promulgated the Measures for the
Administration of Individual Foreign Exchange, and on January 5, 2007, the SAFE further promulgated
the implementation rules on those measures. Both became effective on February 1, 2007. According to
the implementation rules, if individuals in
the PRC participate in any employee stock ownership plan or stock option plan of an overseas
listed company, those individuals must apply as a group through the company or a domestic agency to
the SAFE or the appropriate local branch for approval for any foreign exchange-related transactions
concerning that plan.
On March 28, 2007, the SAFE promulgated the Application Procedure of Foreign Exchange
Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock
Option Plan of Overseas-Listed Company. Under this rule, PRC citizens who are granted stock options
by an overseas publicly listed company are required, through a PRC agent or PRC subsidiary of such
overseas publicly-listed company, to register with the SAFE and complete certain other procedures.
Dividend Distribution
The principal regulations governing distribution of dividends paid by wholly foreign owned
enterprises and Sino-foreign equity joint ventures include:
|
|
|
Wholly Foreign Owned Enterprise Law (1986), as amended; |
|
|
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|
Wholly Foreign Owned Enterprise Law Implementing Rules (1990), as amended; |
|
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|
|
Sino-foreign Equity Joint Venture Enterprise Law (1979), as amended; |
|
|
|
|
Sino-foreign Equity Joint Venture Enterprise Law Implementing Rules (1983), as amended; and |
|
|
|
|
PRC Enterprise Income Tax Law and its Implementation Rules (2007). |
Under these regulations, foreign-invested enterprises in the PRC may pay dividends only out of
their accumulated profits, if any, determined in accordance with PRC accounting standards and
regulations. In addition, foreign-invested enterprises in the PRC are required to set aside certain
amounts out of their accumulated profits each year, if any, to fund certain reserve funds. These
reserves are not distributable as cash dividends.
C. Organizational Structure
The following chart sets forth our ownership structure as of the date of this annual report.
34
|
|
|
(1) |
|
Does not include Wang Jin Information Technology (Shanghai) Co., Ltd., Wuhan Wang Cai
Information Technology Co., Ltd. and Shanghai Wang Ju Advertising Co., Ltd., which are wholly
owned subsidiaries of 51net established in the PRC with no current operations. |
|
(2) |
|
Includes the subsidiaries and branches of AdCo that conduct advertising businesses as well as
Shanghai Cheng An Human Resources Co., Ltd., which is 90% owned by AdCo and 10% owned by Run
An. Hefei Wu You Culture Communication Co., Ltd., an AdCo subsidiary, is 80% owned by AdCo and
20% owned by Qian Cheng. |
|
(3) |
|
Excludes Wang Cai AdCo, which is set out separately in the chart. |
35
Our subsidiary, 51net, directly holds 50% of the outstanding shares of Tech JV, Qian Cheng
directly holds 1% of the outstanding shares of Tech JV, and Wuhan AdCo directly holds the remaining
49% of the outstanding shares of Tech JV. As a result of Qian Chengs ownership of Wuhan AdCo, each
51net and Qian Cheng is deemed to effectively hold 50% of the equity interest in Tech JV.
Qian Cheng and RAL are wholly owned by Run An. Run An is jointly owned by David Weimin Jin and
Tao Wang, two executive officers of our company.
Our services are currently provided through the following group entities:
|
|
|
online recruitment services are provided by Tech JV, which however does not act as an
Internet content provider or a human resource related services provider; |
|
|
|
|
print advertising services are provided by AdCo and the AdCo Subsidiaries, which are
all direct and indirect majority owned PRC subsidiaries of Tech JV; |
|
|
|
|
human resource related services are provided by RAL and Wang Ju, which hold licenses to
provide human resource related services; and |
|
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|
|
Internet content provider services are provided by RAL, which holds a license to act as
an Internet content provider and operates our www.51job.com website. |
Tech JV, AdCo and the AdCo Subsidiaries recognize substantially all of our revenues and
receive substantially all of the cash payments from our clients. Our relationships with Qian Cheng,
RAL and Run An, our affiliated entities, have been governed by a series of agreements, under which
we have borne all of the economic risks and received all of the economic rewards in these
affiliated entities. As a result, the historical financial results of these entities have been
consolidated in our financial statements as variable interest entities under ASC 810
Consolidation, or ASC 810.
In the opinion of Jun He Law Offices, our PRC legal counsel:
|
|
|
our current ownership structure is in compliance with existing PRC laws and
regulations; |
|
|
|
|
the agreements among our subsidiaries, affiliated entities and their respective
shareholders are valid and binding, and are enforceable under, and will not result in any
violation of, existing PRC laws or regulations, with exception to the effectiveness of the
pledges under the equity pledge agreements, which are subject to registration with the
relevant administrations of industry and commerce, and the trademark license agreement,
which may not be enforceable against bona fide third parties until registration with the
relevant trademark administration authorities; and |
|
|
|
|
except as otherwise disclosed herein, our current business operations as described in
this annual report are not in violation of existing PRC laws, rules and regulations in all
material aspects. |
There are, however, substantial uncertainties regarding the interpretation and application of
PRC laws and regulations, including but not limited to the laws and regulations governing our
business or the enforcement and performance of our contractual arrangements in the event of the
imposition of statutory liens, death, bankruptcy and criminal proceedings. Accordingly, we cannot
assure you that PRC regulatory authorities will not take a view contrary to the opinion of our PRC
legal counsel. See Item 3. Key Information Risk Factors Risks Related to Our Corporate
Structure The PRC laws and regulations governing our business operations and contractual
arrangements are uncertain, and if we are found to be in violation, we could be subject to
sanctions and Risks Related to the Peoples Republic of China The PRC legal system has
inherent uncertainties that could materially and adversely affect us.
We have been advised by our PRC counsel that the foreign ownership percentage of Tech JV, AdCo
and the AdCo Subsidiaries prior to our restructuring in May 2004 was above the maximum foreign
ownership permitted for entities conducting advertising and human resource operations at that time.
For a description of the risks associated with our past ownership structure, please see Item 3.
Key Information Risk Factors Risks Related to Our Corporate Structure If the PRC authorities
determine that our past ownership structure was inconsistent with the requirements for operating
certain of our businesses, we could be subject to sanctions.
We intend to continue to evaluate from time to time the PRC regulatory environment with
respect to the foreign ownership of, and foreign participation in, human resource related services
and Internet content provider services, and plan to continue to streamline our ownership structure
and operations as and when permitted by PRC laws and regulations.
36
Description of the Material Group Entities
51net
51net is an intermediate-level holding company that is the registered owner of some of our
trademarks and our domain name and holds direct and indirect equity interests in several of our PRC
subsidiaries. Our wholly owned subsidiary 51net is an international business company incorporated
in the British Virgin Islands. Specifically, 51net owns the trademarks
,
,
51job.com
and
under certain categories specified by relevant PRC trademark regulations, and the
domain name
www.51job.com. All of these trademarks have been registered with the Trademark Office
of the SAIC and are protected under the PRC Trademark Law adopted in 1982 and revised in 2001. For
a description of PRC regulations relating to intellectual property rights, see Item 4.
Information on the Company Business Overview Regulation Regulations Relating to Our
Intellectual Property Rights.
Tech JV
We provide online recruitment services through Tech JV. Tech JV was initially established as
an equity joint venture between 51net and Qian Cheng. Before our restructuring in May 2004, 51net
held 99% of the equity interest in Tech JV and Qian Cheng held the remaining 1%. Currently, the
equity interest in Tech JV is 50% held by 51net, 1% held by Qian Cheng and 49% held by Wuhan AdCo.
Since Wuhan AdCo is wholly owned by Qian Cheng, each 51net and Qian Cheng holds 50% of the
effective equity interest in Tech JV. Because 51net is a British Virgin Islands company, Tech JV is
deemed a foreign-invested enterprise and its business activities are subject to the PRC regulatory
limitations on foreign ownership as discussed in Item 4. Information on the Company Business
Overview Regulation Limitations on Foreign Ownership of Our Businesses. Tech JV has obtained a
permit to conduct online advertising from the SAIC. The scope of its business license also includes
software development, multimedia and network system design and information technology.
Qian Cheng
Qian Cheng is our joint venture partner in Tech JV and holds a 50% effective equity interest
in Tech JV. Qian Cheng is an affiliated entity in which we hold no equity interest. Qian Cheng is
wholly owned by Run An, which is jointly owned by David Weimin Jin and Tao Wang. Qian Cheng holds a
license issued by the Beijing Municipal Administration for Industry and Commerce to provide
advertising services, including designing, producing and publishing advertisements for Chinese and
multinational companies in China and contracting for advertising projects.
RAL
We provide human resource related and Internet content provider services through RAL. RAL
operates our www.51job.com website. RAL is a PRC limited liability company and is an affiliated
entity in which we hold no equity interest. RAL is wholly owned by Run An, which is jointly owned
by David Weimin Jin and Tao Wang. RAL holds a permit issued by the Shanghai Bureau of Personnel,
which allows it to provide certain human resource related services. RAL has also obtained a permit
from the Shanghai Municipal Telecommunications Bureau, which allows it to provide Internet content
provider services applicable to our businesses.
AdCo and the AdCo Subsidiaries
We provide print advertising services through AdCo and its branch office, AdCos six majority
owned subsidiaries and Wang Cai AdCo, a jointly owned subsidiary with Tech JV, or collectively, the
AdCo Subsidiaries, located in different cities and provinces in China. AdCo is a PRC equity joint
venture company. Tech JV and Qian Cheng own 80% and 20%, respectively, of the equity interest in
AdCo. AdCo and the AdCo Subsidiaries have obtained permits from the local Administrations for
Industry and Commerce in the cities where they operate, which allow them to conduct advertising
business, including the designing and production of advertisements and the contracting of domestic
advertising projects.
WFOE
We provide advertising related technical and consulting services to Qian Cheng and software
and web related technical and consulting services to RAL through WFOE, our wholly owned PRC
subsidiary. WFOE is registered in the PRC with the relevant regulatory authorities as a wholly
foreign owned enterprise. WFOE owns certain of our trademarks and registered copyrights and its
principal business is network and software related technical support services.
37
Wang Ju
We provide human resource related services through Wang Ju. 51net HR and Run An own 70% and
30%, respectively, of the equity interest in Wang Ju. Because 51net HR is a Cayman Islands company,
Wang Ju is deemed a foreign-invested enterprise and its business activities are subject to the PRC
regulatory limitations on foreign ownership as discussed in Item 4. Information on the Company
Business Overview Regulation Limitations on Foreign Ownership of Our Businesses. Wang Ju holds
a permit issued by the Shanghai Bureau of Personnel, which allows it to provide certain human
resource related services.
D. Property, Plants and Equipment
Our executive offices as well as our principal customer service, marketing, web operations and
development facilities are currently located at No. 1387, Zhang Dong Road, Shanghai 201203,
Peoples Republic of China. We maintain a large sales office in downtown Shanghai at 21st Floor,
Wen Xin Plaza, 755 Wei Hai Road, Shanghai 200041, Peoples Republic of China. We also lease space
for our network of sales offices in Beijing, Changchun, Changsha, Chengdu, Chongqing, Dalian,
Dongguan, Fuzhou, Guangzhou, Hangzhou, Harbin, Hefei, Jinan, Kunming, Nanjing, Ningbo, Qingdao,
Shanghai, Shenyang, Shenzhen, Suzhou, Tianjin, Wuhan, Xian and Zhengzhou. As of the date of this
annual report, we have leases for office space totaling approximately 25,240 square meters. We
believe that we will be able to obtain adequate facilities to accommodate our expansion plans in
the near future.
In 2009, we made installment payments totaling RMB21.4 million (US$3.1 million) toward the
purchase of nine floors of an office building at Optical Valley Software Park, Guanshan Avenue,
Block E2, Wuhan 430074, Peoples Republic of China. This office space is approximately 5,940 square
meters and houses our national sales and customer service call center which opened in February
2010. A remaining balance of approximately RMB1.1 million (US$0.2 million) was paid in the first
quarter of 2010 to complete the purchase. The purchase was funded through operating cash flows and
existing capital resources.
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ITEM 4A. |
|
UNRESOLVED STAFF COMMENTS |
None.
|
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|
ITEM 5. |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
The following discussion of our financial condition and results of operations is based upon
and should be read in conjunction with our consolidated financial statements and their related
notes included elsewhere in this annual report on Form 20-F. This discussion may contain
forward-looking statements based upon current expectations that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth under Item 3. Key Information Risk
Factors or in other parts of this annual report.
A. Operating Results
Overview
We believe that we are a leading nationwide provider of integrated human resource services in
China. We offer recruitment advertising services which include print advertising and online
recruitment services. We also provide other complementary human resource related services,
consisting primarily of business process outsourcing, training and executive search services. We
aim to be a one-stop solution to human resource departments by providing recruitment and other
human resource related services to employers.
We generate a large majority of our revenues from our recruitment advertising services. For
the year ended December 31, 2009, our print advertising and online recruitment services businesses
generated 34.2% and 40.8% of our revenues, respectively. Other human resource related services
generated 25.0% of our revenues in 2009.
Factors Affecting Our Results of Operations
The major factors affecting our results of operations and financial condition include:
|
|
|
Growth of the Chinese Economy and Demand for Human Resource Services in China. Chinas
rapid economic growth over the past decade has served as an important catalyst for the
development of the human resource services industry. In addition, Chinas entry into the
World Trade Organization and the proliferation of new enterprises has led to increased
market liberalization and competition. As a result, companies in China are increasingly
recognizing the need for improved human resource recruitment processes and management,
which has driven the demand for human resource services. |
38
We expect that our financial results will continue to be affected by the overall growth of
the Chinese economy and market demand for human resource services, in particular
recruitment services. However, impacted by the recent global economic and financial market
crisis, the Chinese economy experienced a lower GDP growth rate of 9% in 2008 and 2009,
down from 12% in 2007 and 11% in 2006. As a result of the slowdown in economic activity,
we believe that employer demand for recruitment services in China has been reduced
beginning in the second half of 2008, which has led to a significant decline in sales of
our print advertising services in 2008 as well as a lower revenue growth rate for our
online recruitment services and other human resource related services in 2009. Although
Chinas economic growth rate has returned to higher levels in recent quarters, it is
uncertain whether a recovery will continue or for how long. If the slowdown in Chinas
economic growth persists or there is a recurrence of any disruptions in the global
financial markets, we may experience a reduction in demand and sales.
|
|
|
Changes in the Composition of the Chinese Labor Market. As the Chinese economy grows,
we believe that China is developing a large skilled and educated labor force. This growing
skilled and educated work force is a key segment targeted by employers who use our human
resource services as they seek to attract and retain talent to build a competitive
advantage. In addition, Chinas large labor force is increasingly migrating toward urban
centers due to continuing economic development and employer demand. As a result, major
metropolitan areas have become the foundation for the growing human resource services
industry in China. For this reason, we have established sales offices in 25 cities across
China. We believe these changes in the composition of the Chinese labor market toward a
larger, better skilled and urbanized work force will increase the number of job seekers
and employers who utilize our human resource services. |
|
|
|
Seasonality in the Human Resource Services Market. The human resource services industry
is characterized by seasonal fluctuations. Accordingly, these fluctuations, particularly
in the seasonal peak recruitment periods following the Chinese New Year holiday in the
first quarter and the National Day holiday in October, may cause our results to vary from
quarter to quarter. 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. In addition, the
Chinese New Year holiday is based on the lunar calendar, which varies from year to year
and affects our first quarter results and their comparability to financial results of the
same quarter in prior years. We have also experienced a trend of lower fourth quarter
revenues as compared to revenues from the immediately preceding third quarter in previous
years. |
|
|
|
Increasing Acceptance of New Recruitment Channels and Human Resource Services. Many
employers in China have traditionally relied on job fairs and/or referrals to recruit
employees. While we have experienced growth in our recruitment advertising businesses, the
use of advertising services to recruit employees has a limited history in China. In
addition, we believe that the concept and use of business process outsourcing services is
relatively new in China. Therefore, our ability to successfully increase employer
acceptance and adoption of our services materially affects our results of operations. |
|
|
|
Growing Use of the Internet as a Platform for Providing Human Resource Services. Our
results of operations from our online recruitment services in particular will depend
substantially upon an increase in Internet penetration and use. According to the CNNIC,
the number of Internet users in China has increased from approximately 79 million in 2003
to 384 million in 2009, ranking China as the largest market of Internet users in the
world. We believe that continued development of the Chinas technology infrastructure,
more affordable and diversified means of Internet access, and expanding personal computer
ownership will connect an increasingly larger group of job seekers and employers across a
wider geographical area as well as facilitate the use of a web-based platform for the
delivery of human resource services. |
Revenues
A significant majority of our revenues come from employers who purchase our recruitment
advertising services, which is comprised of our print advertising and online recruitment services.
We also provide other complementary human resource related services, consisting primarily of
business process outsourcing, training and executive search services.
39
The following table sets forth the revenues from our principal lines of business as a
percentage of our total revenues for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
51.0 |
% |
|
|
41.8 |
% |
|
|
34.2 |
% |
Online recruitment services |
|
|
33.5 |
|
|
|
36.3 |
|
|
|
40.8 |
|
Other human resource related revenues |
|
|
15.5 |
|
|
|
21.9 |
|
|
|
25.0 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
The following table sets forth our revenue growth rates by business line for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
|
compared to |
|
|
compared to |
|
|
compared to |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Print advertising |
|
|
10.5 |
% |
|
|
(16.6 |
%) |
|
|
(22.2 |
%) |
Online recruitment services |
|
|
28.6 |
|
|
|
10.4 |
|
|
|
6.7 |
|
Other human resource related revenues |
|
|
47.9 |
|
|
|
44.4 |
|
|
|
8.3 |
|
Total revenues |
|
|
21.0 |
% |
|
|
1.9 |
% |
|
|
(5.0 |
%) |
Recruitment Advertising Revenues
We receive recruitment advertising revenues from the fees that employers pay us for our 51job
Weekly print advertising services and our www.51job.com online recruitment services.
Print Advertising Revenues. We generate our print advertising revenues from fees that we
charge employers for placing recruitment and related advertisements in local editions of 51job
Weekly across our markets in China. We do not receive revenues from the sale of 51job Weekly. The
print advertising contracts we enter into with employers are for single or multiple advertisements
in one or more markets. In addition, these contracts as well as the time between the signing of a
contract and the publishing of an advertisement in 51job Weekly are generally short-term in nature.
Our print advertising revenues are primarily affected by the number of print advertising pages
and the fees that we charge. Beginning in the second half of 2008, we have experienced a decrease
in print advertising pages due a decline in market demand resulting from the recent global economic
and financial market crisis as well as a slowdown in the Chinese economy. In addition, we have also
terminated our print operations in three cities in early 2010 where the outlook of the local print
advertising market did not meet our expectations. As a result, we believe that the future growth in
the number of print advertising pages may be limited compared to our historical growth.
The advertising rates that we charge vary and depend on a number of factors including the
size, placement, format and use of color and graphics in the advertisement, the length of time the
advertisement is to appear and the market in which the advertisement is placed. Our print
advertising rates vary considerably between individual markets due to differences in local
competition, purchasing power and other conditions. Historically, the print advertising businesses
in our individual markets have not been subject to significant or prolonged price competition.
While the prices we charge for print advertising in each city have been generally stable, we have
from time to time undertaken special promotions or sales campaigns in certain markets which impact
our overall average revenue per page. In addition, differences in the relative growth rates and
employer acceptance of print advertising service in the local markets affect our overall average
revenue per page.
The growth experienced by our print advertising business has varied in recent years and we saw
a decline in print advertising revenues from 2007 to 2009. We believe our print advertising
revenues has been affected by a number of factors including, but not limited to, economic growth
and policies in China, changes in market demand for print advertising services, the size and
allocation of employer budgets for print advertising services, and the use of other recruitment
channels, such as the Internet. These factors, many of which are outside of our control, may
continue to impact the growth and development of our print advertising business and may result in
significant growth rate fluctuations on a quarterly or annual basis. In addition, we believe the
growing use of the Internet by job seekers and the progressing shift of recruitment advertising
expenditures from print to online media will also decrease the contribution of our print
advertising revenues to our overall revenues. See Item 3. Key Information Risk Factors Risks
Related to Our Business Our print advertising business provides a large portion of our revenues
and any adverse development in this business, including any failure by us to manage the progressing
shift in user habits and advertising expenditures from print to online media, could materially and
adversely affect our overall results of operations.
40
We calculate the number of our print advertising pages by physically counting the number of
paid advertising pages in each of our editions of 51job Weekly. In calculating the number of paid
advertising pages, we make adjustments to take into account differing page sizes and pages with
mixed advertising and non-advertising content. This is a manual process that is subject to error,
including errors in judgment as to the appropriate adjustments to be made. We cannot assure you
that our methodology, page counting, calculations and analyses are accurate, or that they yield
results that are comparable between periods or give a correct approximation of the actual revenues
we generate per page.
As our customers usually place orders for print advertisements on a week-to-week basis, our
print advertising business is subject to weekly fluctuations. We do not recognize advertising
revenue until an advertisement has been printed in 51job Weekly. As a result, delays or
cancellations by advertisers hamper our ability to predict print advertising revenues for future
periods and makes it difficult for us to accurately forecast revenues with any degree of certainty.
See Item 3. Key Information Risk Factors Risks Related to Our Business Our print
advertising business is subject to weekly fluctuations which hamper our ability to predict when
revenue will ultimately be recognized, if at all.
We generally require that all advertising fees be paid in advance of posting an advertisement,
although we may offer credit terms to select clients on a case-by-case basis.
Online Recruitment Services Revenues. We generate our online recruitment services revenues
from fees we charge employers for placing recruitment and related advertisements on our
www.51job.com website and for access to eHire through which our resumé download services and
recruitment management tools are available. In addition, we generate online revenues for website
design and hosting services that we provide to corporations that wish to maintain their own
dedicated recruitment website within www.51job.com. While we do not charge job seekers for using
www.51job.com, certain enhanced services are available to job seekers for a fee.
We believe that the increase of our online recruitment services revenues has been
characterized by a combination of greater acceptance of the Internet as a recruitment medium in
China and our effectiveness in increasing the number of employers using our online recruitment
services. In addition, we believe that, by offering online advertising in connection with our print
advertising service, we are able to generate higher total revenue per customer, thereby attracting
new customers seeking the broader coverage offered by the integration of these two channels and the
ability to reach a wider audience of job seekers.
We expect the future growth of our online recruitment services revenues will be largely driven
by greater numbers of unique employers using these services rather than increases in average
revenue per unique employer. The prices we charge for online recruitment services have been
generally unchanged in recent years. Although our overall average revenue per unique employer
decreased in 2009 due to the impact of the global economic and financial market crisis as well as a
slowdown in the Chinese economy which curtailed hiring activity and reduced corporate expenditures,
our overall average revenue per unique employer has been historically stable largely due to two
offsetting trends. Because new customers tend to use basic, lower priced online recruitment
services, significant increases in the number of these customers generally result in higher
aggregate online recruitment services revenues but lower average revenue per unique employer. In
addition, we may choose to offer introductory packages at reduced prices or provide complimentary
trials from time to time, which will also lead to a reduction in average revenue per unique
employer. However, our ability to retain customers and migrate them over time to higher priced
products has historically offset these factors that reduce our average revenue per unique employer.
As more customers become increasingly familiar with our online platform and we build customer
loyalty, we may be able sell them a package of multiple online recruitment services or extend the
length of their membership period, both of which increase our average revenue per unique employer.
Our ability to retain customers and migrate them to higher priced products or multiple purchases
may be adversely affected by, among other things, economic growth and policies in China, market
demand for online recruitment services, difficulties we may encounter in developing or launching
higher priced services and price competition in the online recruitment services market in China.
We define a unique employer as a customer that purchases our online recruitment services
during a specified period. We make adjustments for multiple purchases by the same customer within a
city to avoid double counting. Each employer is assigned a unique identification number in our
management information system. Affiliates and branches of a given employer may, under certain
circumstances, be counted as separate unique employers. Our calculation of the number of unique
employers is subject to misidentification and other forms of error, including errors in judgment as
to appropriate adjustments to be made to the data. We cannot assure you that our methodology,
employer identification, calculations and analyses are accurate, or that they yield results that
are comparable between periods or give a correct approximation of actual numbers of customers.
As with 51job Weekly, we generally require that all advertising fees be paid in advance of
posting an advertisement on our website, although we may offer credit terms to select clients on a
case-by-case basis.
41
Other Human Resource Related Revenues
We generate revenues from our other human resource related services principally from fees paid
for contracting our business processing outsourcing services, for attending our training seminars
and for engaging our executive search services as well as, to a lesser extent, for using our campus
recruitment services, purchasing our salary survey studies, participating in our industry
conferences and utilizing our assessment services. We expect to continue to expand our outsourcing
and training businesses and aim to develop additional human resource related services and products
for our corporate clients. We believe that these services are an important component of our
one-stop human resource solution strategy and enhance our reputation and image as an industry
innovator. In addition, we believe our business process outsourcing business may experience less
seasonal and cyclical variations in revenues than our recruitment advertising businesses over time.
Growth of our other human resource related services will be dependent on our ability to
successfully develop, introduce and increase adoption of these types of products and services as
well as a relaxation of government regulations in China. We believe the increase in our other human
resource related revenues has been primarily driven by growing customer acceptance of these
products and services, particularly our business process outsourcing and training services, as well
as our sales and marketing efforts. In 2009, we achieved revenue growth in our other human resource
related services, which provided 25.0% of our total revenues, in spite of the impact of global
economic and financial market crisis. We expect that as we continue to expand the scale and scope
of these services and meet growing market demand, revenues generated from these services may
increase as a percentage of our overall revenues in the future.
Net Revenues and Business Taxes
Our net revenues reflect a PRC business tax of 5% and other related surcharges which are
levied on our revenues, after certain deductions, generated from services we provide in China. Due
to certain local government financial incentives, a portion of these business taxes that we had
previously paid was refunded in 2007, 2008 and 2009 and included as other income in our statement
of operations. We cannot assure you if or when we will receive such financial incentives in the
future.
Costs
We operate and manage our various businesses as a single segment. In addition, we share
operating costs and management resources amongst these businesses. As a result, we do not account
for our results of operations on a geographical or other basis, and we are unable to allocate costs
among our various businesses.
The following table sets forth our cost of services and total operating expenses as a
percentage of our net revenues for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
Cost of services |
|
|
(43.7 |
%) |
|
|
(46.3 |
%) |
|
|
(39.5 |
%) |
Total operating expenses |
|
|
(38.7 |
%) |
|
|
(41.8 |
%) |
|
|
(45.0 |
%) |
Our cost of services as a percentage of our net revenues is affected by our ability to achieve
economies of scale and operating efficiencies, particularly in our print advertising and online
recruitment services businesses. We believe that as we grow our operations and infrastructure, we
can attract new employers and increase cross-selling opportunities with existing customers across
our various markets, thereby allowing us to achieve economies of scale as we may be able to realize
a higher level of revenues relative to our direct costs. In addition, the expansion of our online
recruitment services business requires limited additional fixed costs.
Although we expect to increase spending on sales and marketing activities and product
development in order to strengthen our brand and enhance our service offerings, we aim to decrease
our cost of services and total operating expenses as a percentage of our net revenues in the longer
term through greater economies of scale and improved operating efficiencies. However, our ability
to achieve these objectives is subject to significant uncertainties, and we cannot assure you that
we will be able to decrease these costs as a percentage of our net revenues.
Cost of Services
Our cost of services primarily consists of printing related expenses and employee
compensation. Printing related costs, which principally include printing, publishing and
distribution expenses that we pay to our newspaper contractors, represent a large portion of our
cost of services. Our printing related costs are characterized by both fixed and variable
components, and these costs have tended not to increase or decrease proportionately to increases or
decreases in our print advertising revenues. We aim to lower our printing related costs as a
percentage of print advertising revenues and we continuously seek opportunities to secure more
favorable terms with local newspaper contractors, which may result in changes in our newspaper
contractors. In addition, we have been able to leverage our existing infrastructure to grow our
online recruitment services revenues, allowing us to incur limited additional costs relative to the
higher revenues we have generated. The majority of our employee compensation and other costs of
services are largely shared across our various business lines.
42
However, in 2008, a decrease in market demand resulting from the global economic and financial
market crisis as well as a slowdown in economic growth in China, combined with higher wage levels,
staff additions and greater costs related to the expansion of our service network for business
process outsourcing, led to an increase in cost of services as a percentage of our net revenues as
compared to 2007. In 2009, our cost of services as a percentage of net revenues significantly
decreased from 2008 due to the implementation of cost control and efficiency measures which reduced
our direct costs, in particular our printing related expenses.
Operating Expenses
Our operating expenses include sales and marketing expenses and general and administrative
expenses.
The following table sets forth our operating expenses as a percentage of our net revenues for
the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(22.7 |
%) |
|
|
(26.4 |
%) |
|
|
(27.7 |
%) |
General and administrative |
|
|
(16.0 |
) |
|
|
(15.4 |
) |
|
|
(17.3 |
) |
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(38.7 |
%) |
|
|
(41.8 |
%) |
|
|
(45.0 |
%) |
|
|
|
|
|
|
|
|
|
|
Our sales and marketing expenses primarily consist of salaries, commissions and share-based
compensation for our sales and marketing staff, advertising and promotion expenses, and expenses
for our management and staff related to our daily operations in local markets. The level of sales
and marketing expenditures varies in each city annually and is impacted by a number of factors,
including competition and our strategic objectives in each market. In addition, the sales and
marketing strategies we employ in each city varies depending on our determination of the most
effective means to promote our brand and services. Our sales and marketing expenses as a percentage
of our net revenues increased from 2007 to 2008 due primarily to an expansion of our sales force
and greater marketing and promotional activities. In 2009, although our spending on sales and
marketing activities was relatively unchanged compared to 2008, these expenses as a percentage of
net revenues increased due to decreased revenues in 2009. We expect to invest further resources to
strengthen our market position and brand. We also receive marketing support for 51job Weekly from
many of our newspaper contractors. However, since we record all costs associated with our
relationships with our newspaper contractors under cost of services, our sales and marketing
expenses do not reflect costs incurred in connection with this marketing support.
Our general and administrative expenses primarily consist of employee salaries, bonuses and
share-based compensation, building depreciation, office rent and property management fees,
administrative office expenses and professional services fees. Our general and administrative
expenses as a percentage of our net revenues declined from 2007 to 2008 due primarily to improved
operating efficiencies, although the decrease was largely offset in 2007 by the impact of a loss
provision relating to a third party contractor. From 2008 to 2009, our general and administrative
expenses as a percentage of our net revenues increased due primarily to greater rental and
depreciation expenses, which were partially offset by lower office expenses and professional fees.
As we expand our business and improve our operating and management efficiencies, we aim to lower
our general and administrative expenses as a percentage of net revenues in the longer term, but due
to significant uncertainties, we cannot assure you of our ability to do so.
Income Taxation
We file separate income tax returns because we, our subsidiaries and our affiliated entities
are incorporated in different jurisdictions.
Under the current laws of the Cayman Islands, we are not subject to income or capital gain
taxes. In addition, upon payments of dividends by us to our shareholders, no Cayman Islands
withholding tax will be imposed.
43
Under the current laws of the British Virgin Islands, we are exempt from income tax on foreign
derived income. In addition, there are no withholding taxes in the British Virgin Islands.
On March 16, 2007, the National Peoples Congress approved and promulgated a new tax law named
Enterprise Income Tax Law of the PRC, or the EIT Law, which applies a uniform 25% EIT rate to
both foreign-invested enterprises and domestic enterprises effective January 1, 2008. For
enterprises that were established before the EIT Law was promulgated and were entitled to
preferential tax rates under former tax laws and regulations, the EIT Law has granted a grace
period of up to five years for these enterprises to gradually transition from their preferential
tax rates to the standard rate of 25%. Prior to the promulgation of the EIT Law, we obtained
preferential tax treatment from local tax authorities for our entities, Wang Jin Information
Technology (Shanghai) Co., Ltd., Wang Ju, and Tech JV and Wang Cais branches in Shanghais Pudong
area and for Tech JV and Wang Cai AdCos branch in Shenzhen. As a result, these entities were
subject to an EIT rate of 18% in 2008 and 20% in 2009, which is to be gradually increased to 22% in
2010, 24% in 2011 and 25% in 2012. Furthermore, in December 2009, Tech JV was designated by
relevant local authorities in Shanghai as a High and New Technology Enterprise under the EIT Law,
which is subject to a preferential tax rate of 15%. Therefore, this entitys tax rate in 2009
decreased from 20% to 15% in Shanghai and Shenzhen, and from 25% to 15% in other localities. Tech
JV is entitled to a preferential 15% tax rate as long as it maintains the required qualifications,
which is subject to review every three years. We cannot assure you that Tech JV will continue to
qualify as a high technology enterprise when it is subject to reevaluation in the future.
The amount of income tax payable by our PRC subsidiaries in the future will depend on various
factors, including, among other things, the results of operations and taxable income of, and the
statutory tax rate applicable to, each of the subsidiaries, and our effective tax rate depends in
part on the extent of each of our subsidiaries relative contribution to our consolidated taxable
income. As our overseas entities recognize share-based compensation expense and losses from foreign
currency translation which are not deductible for PRC tax purposes, our effective tax rate has at
times exceeded the statutory rate.
Under the EIT Law, dividends payable by a foreign investment enterprise to its foreign
investors from profits earned after January 1, 2008 are subject to a 10% withholding tax, unless
any such foreign investors jurisdiction of incorporation has a tax treaty with China that provides
for a different withholding arrangement. The Cayman Islands, where we are incorporated, does not
have such a tax treaty with China. In addition, under the EIT Law, enterprises organized under the
laws of jurisdictions outside China with their de facto management bodies located within China
may be considered PRC resident enterprises and therefore subject to an EIT rate of 25% on their
worldwide income. Under the implementation regulations issued by the State Council relating to the
EIT Law, de facto management bodies is defined as the bodies that have material and overall
management control over the business, personnel, accounts and properties of an enterprise. We are a
Cayman Islands holding company and substantially all of our operational management is currently
based in China. The detailed implementation regulations are still in the process of promulgation,
and to our knowledge, there is a lack of clear guidance regarding the criteria pursuant to which
the PRC tax authorities will determine the tax residency of a company under the EIT Law. As such,
we cannot guarantee that we will not be considered an enterprise established outside China with de
facto management bodies located in China and thus a resident enterprise subject to the uniform
25% EIT rate as to our global income. See Item 3. Key Information Risk Factors Risks Related
to Our Business We may be deemed a PRC resident enterprise under the EIT Law, which could
subject us to PRC taxation on our global income, and which may have a material adverse effect on
our results of operations.
Some of our PRC subsidiaries and affiliated entities have accumulated tax loss carryforwards
that have not previously been recognized as deferred tax assets because there was significant
uncertainty as to whether we would be able to realize the benefit from those loss carryforwards. To
the extent permitted by PRC tax rules, we may undertake further reorganizations or transactions
among our subsidiaries and affiliated entities or with third parties to utilize some or all of
these tax loss carryforwards before they expire, or qualify for additional tax benefits.
Critical Accounting Policies
We prepare financial statements in conformity with U.S. GAAP, which requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities on the date of the financial statements, and the reported amounts
of revenues and expenses during the financial reporting period. We continually evaluate these
estimates and assumptions based on the most recently available information, our own historical
experience and various other assumptions that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Since the use of estimates is an
integral component of the financial reporting process, actual results could differ from those
estimates. Some of our accounting policies require higher degrees of
judgment than others in their application. We consider the policies discussed below to be critical
to an understanding of our financial statements as their application assists management in making
their business decisions.
44
We operate and manage our various businesses as a single segment. In addition, since our
revenues are primarily generated from customers in the PRC, we do not account for our results of
operations on a geographical or other basis. Since many of our management and staff provide
services with respect to many or all of our businesses, and since our infrastructure and operations
are designed to facilitate all of our businesses as an integrated unit, we are unable to allocate
costs among our various businesses or present our financial results in terms of multiple business
segments.
Income Taxes
We adopted ASC 740-10-25 (formerly referred to as FIN 48, Accounting for Uncertainty in
Income Taxes an Interpretation of FASB Statement No. 109) effective January 1, 2007. ASC
740-10-25 clarifies the accounting for uncertainty in income taxes recognized in our financial
statements and 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. It also provides
guidance 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. 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, we did not have any tax
provisions related to uncertain tax positions or interest and penalties associated with such
uncertain tax positions.
We provide a valuation allowance on our deferred tax assets to the extent we consider it to be
more likely than not that we will be unable to realize all or part of such assets. Our future
realization of our deferred tax assets is dependent on many factors, including our ability to
generate taxable income within the period during which temporary differences reverse or before our
tax loss carryforwards expire, the outlook for the Chinese economy and overall outlook for our
industry. We consider these factors at each balance sheet date and determine whether valuation
allowances are necessary.
We had deferred tax assets, net of valuation allowance, of RMB6.1 million, RMB2.7 million and
RMB5.3 million (US$0.8 million) as of December 31, 2007, 2008 and 2009, respectively.
As of December 31, 2007, 2008 and 2009, we recognized aggregate valuation allowances of RMB6.5
million, RMB2.1 million and RMB2.1 million (US$0.3 million), respectively. As a result of our
current expectations as to our ability to generate taxable income, we currently do not expect to
provide significant further valuation allowances with respect to our net deferred tax assets. In
the event that unexpected developments prevent us from realizing some or all of our deferred tax
assets, we will be required to take a charge against our net income for the period in which such
events occur.
Revenue Recognition
We recognize fees received from providing print recruitment advertising services as revenue
when collectibility is reasonably assured, upon the publication of the advertisements and when
other criteria in accordance with ASC 605 Revenue Recognition, or ASC 605, are met. Cash received
in advance of services are recognized as advances from customers.
We recognize fees received from providing online recruitment services as revenue ratably over
the display period of the contract or when services are provided, collectibility is reasonably
assured, and other criteria in accordance with ASC 605 are met. Cash received in advance of
services are recognized as advances from customers.
We recognize fees received from providing other human resource related services as revenue
when (i) persuasive evidence of an agreement exists, (ii) services are rendered, (iii) the sales
price and terms are fixed and determinable, and (iv) the collection of the receivable is reasonably
assured, as prescribed by ASC 605.
Share-Based Compensation
We account for share-based compensation arrangements under ASC 718, which requires companies to
expense the value of employee stock options and similar awards. Under ASC 718, share-based
compensation is measured at the grant date based on the fair value of the award and is recognized
as an expense on a straight-line basis, net of estimated forfeitures, over the vesting period. We
recognized share-based compensation expense of RMB29.7 million in 2007, RMB27.4 million in 2008 and
RMB27.0 million (US$4.0 million) in 2009 in connection with the grant of options to our employees,
executives and directors.
45
Under ASC 718, we applied the Black-Scholes valuation model in determining the fair value of
options granted, which requires the input of highly subjective assumptions, including the expected
life of the stock option, stock price volatility and the pre-vesting option forfeiture rate. Our
assumption for expected life takes into account vesting and contractual terms, employee
demographics and historical exercise behavior, which we believe are useful reference points. We
estimate expected volatility at the date of grant based on historical volatilities of the market
price of our ADSs. The assumptions used in calculating the fair value of stock options represent
our best estimates, but these estimates involve inherent uncertainties and the application of
management judgment. As a result, if factors change and we use different assumptions, our
share-based compensation expense could be materially different in the future. In addition, we are
required to estimate the expected forfeiture rate and only recognize expense for those shares
expected to vest. We estimate the forfeiture rate based on historical experience of our stock
options that are granted, exercised and forfeited. If our actual forfeiture rate is materially
different from our estimate, the share-based compensation expense could be significantly different
from what we have recorded in the current period.
See note 2(m) to our consolidated financial statements included elsewhere in this annual
report for further discussion of stock-based compensation under ASC 718. The guidance provided in
ASC 718 may be subject to further interpretation and refinement over time.
Basis for Consolidation and Our Relationships with Our Affiliated Variable Interest Entities
We consolidate 100% of the interests of all of our subsidiaries and affiliated variable
interest entities.
We have entered into contractual arrangements with Qian Cheng, RAL and Run An under which we
bear all of their economic risk and received all of their economic rewards. In our consolidated
financial statements, we have consolidated all of the interests of Qian Cheng, RAL and Run An under
ASC 810. Qian Cheng and RAL are wholly owned by Run An. Run An is jointly owed by David Weimin Jin
and Tao Wang, PRC nationals and executive officers of our company.
ASC 810 requires a variable interest entity to be consolidated by the primary beneficiary of
such entity. An entity is considered to be a variable interest entity if certain conditions are
present, including where the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the entity to finance
its activities without additional subordinated financial support from other parties. Under various
agreements with Qian Cheng, RAL and Run An, we are considered the primary beneficiary of Qian
Cheng, RAL and Run An, and all of their interests have been consolidated in our financial
statements. In addition, as a result of our consolidation of Qian Cheng, its minority interests in
Tech JV and its subsidiaries have been consolidated in our financial statements. All significant
transactions and balances between us, our subsidiaries, Qian Cheng, RAL and Run An have been
eliminated upon consolidation.
In the opinion of Jun He Law Offices, our PRC legal counsel, except as otherwise disclosed in
this annual report, these contractual arrangements and our current business operations are not in
violation of existing PRC laws, rules and regulations in all material aspects. There are, however,
substantial uncertainties regarding the interpretation and application of PRC laws and regulations,
including but not limited to the laws and regulations governing our business or the enforcement and
performance of our contractual arrangements in the event of the imposition of statutory liens,
death, bankruptcy and criminal proceedings. Accordingly, we cannot assure you that PRC regulatory
authorities will not take a view contrary to the opinion of our PRC legal counsel. See Item 3.
Key Information Risk Factors Risks Related to Our Corporate Structure The PRC laws and
regulations governing our business operations and contractual arrangements are uncertain, and if we
are found to be in violation, we could be subject to sanctions and Risks Related to the
Peoples Republic of China The PRC legal system has inherent uncertainties that could materially
and adversely affect us.
For additional information with respect to our contractual arrangements with Qian Cheng, RAL
and Run An, see Item 7. Major Shareholders and Related Party Transactions Related Party
Transactions Contractual Arrangements Among Our Group Entities.
Allowances for Doubtful Accounts
We provide general and specific provisions for bad debts when facts and circumstances indicate
that the receivable is unlikely to be collected. If the financial condition of our customers were
to deteriorate, resulting in an impairment of their ability to make payments, additional allowances
may be required.
Long-Lived Assets
Our accounting for long-lived assets, including property and equipment and intangible assets,
is described in note 2(g) and 2(h) to our consolidated financial statements included elsewhere in
this annual report. The recorded
value of long-lived assets is affected by a number of management estimates, including
estimated useful lives, residual values and impairment charges.
46
We assess impairment for long-lived assets whenever events or changes in circumstances
indicate the carrying value of an asset may not be recoverable in accordance with ASC 360
Property, Plant and Equipment. We assess the recoverability of an asset group based on the
undiscounted future cash flows the asset group is expected to generate and recognize an impairment
loss when the estimated undiscounted future cash flows expected to result from the use of the asset
group plus net proceeds expected from the disposition of the asset group, if any, are less than the
carrying value of the asset group. If we identify an impairment, we reduce the carrying amount of
the asset group to its estimated fair value based on a discounted cash flow approach or, when
available and appropriate, to comparable market values. We did not record any impairment charges
for the years ended December 31, 2007, 2008 and 2009. If different judgments or estimates had been
utilized, material differences could have resulted in the amount and timing of the impairment
charge and the related depreciation and amortization charges.
Recent Accounting Pronouncements
In May 2009, the FASB issued ASC 855 (formerly referred to as SFAS No. 165, Subsequent
Events), which sets forth general standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued or are available to be
issued. ASC 855 is effective after June 15, 2009. In February 2010, the FASB issued ASU 2010-09
which updates ASC 855 and removes the requirement to disclose the date through which an entity has
evaluated subsequent events. ASU 2010-09 became effective immediately. The adoption of ASC 855 did
not have a material impact on our financial statements.
In June 2009, the FASB issued ASC 105 (formerly referred to as SFAS No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
a replacement of FASB Statement No. 162). ASC 105 establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles and the framework for selecting
the principles used in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the United States. ASC 105
is effective for our reporting period ending on September 30, 2009 and thereafter. As the
Codification is not intended to change or alter existing U.S. GAAP, the adoption of ASC 105 did not
have a material impact on our financial statements.
In
June 2009, the FASB issued ASC 860 (formerly referred to as SFAS No. 166, Accounting for
Transfers of Financial Assets an amendment of FASB Statement
No. 140). ASC 860 improves the
relevance, representational faithfulness, and comparability of the information that a reporting
entity provides in its financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance and cash flows; and a transferors
continuing involvement, if any, in transferred financial assets. ASC 860 is effective as of the
beginning of each reporting entitys first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period and for interim and annual
reporting periods thereafter. The adoption of ASC 860 did not have a material impact on our
financial statements.
In June 2009, the FASB issued amendments to various sections of ASC 810 (formerly referred to
as SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which amends FASB Interpretation
No. 46 (revised December 2003)) to address the elimination of the concept of a qualifying special
purpose entity. Such amendments to ASC 810 also replaces the quantitative-based risks and rewards
calculation for determining which enterprise has a controlling financial interest in a variable
interest entity with an approach focused on identifying which enterprise has the power to direct
the activities of a variable interest entity and the obligation to absorb losses of the entity or
the right to receive benefits from the entity. Additionally, such amendments to ASC 810 provide
more timely and useful information about an enterprises involvement with a variable interest
entity. These amendments to ASC 810 shall be effective as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting periods thereafter.
Earlier application is prohibited. We do not expect the adoption of the amendments to ASC 810 will
have a material impact on our financial statements.
47
In October 2009, the FASB issued amendments to ASC 605-25 Revenue Recognition Multiple
Arrangements and provides new guidance for revenue recognition for arrangements with multiple
deliverables and certain revenue arrangements that include software elements. By providing another
alternative for determining the selling price of deliverables, the guidance for arrangements with
multiple deliverables will allow companies to allocate arrangement consideration in multiple
deliverable arrangements in a manner that better reflects the transactions economics and will
often result in earlier revenue recognition. The new guidance modifies the fair value requirements
of previous guidance by allowing best estimate of selling price in addition to vendor-specific
objective evidence, or VSOE, and other vendor objective evidence (or VOE, now referred to as TPE
standing for 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 VSOE or TPE of the selling price cannot be determined.
In addition, the residual method of allocating arrangement consideration is no longer permitted
under the new guidance. The new guidance for certain revenue arrangements that include software
elements removes non-software components of tangible products and certain software components of
tangible products from the scope of existing software revenue guidance, resulting in the
recognition of revenue similar to that for other tangible products. The new guidance is effective
for fiscal years beginning on or after June 15, 2010. However, companies may be able to adopt as
early as interim periods ended September 30, 2009. The guidance may be applied either prospectively
from the beginning of the fiscal year for new or materially modified arrangements or
retrospectively. We are currently evaluating the impact of the adoption of this guidance on our
financial statements.
In December 2009, the FASB codified Consolidations Improvements to Financial Reporting by
Enterprises Involved with VIEs, guidance which was issued by the FASB in June 2009. The amendments
in this Accounting Standards Update, or ASU, replace the quantitative-based risks and rewards
calculation for determining which reporting entity, if any, has a controlling financial interest in
a variable interest entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most significantly impact the
entitys economic performance and has (i) the obligation to absorb losses of the entity or (ii) the
right to receive benefits from the entity. An approach that is expected to be primarily qualitative
will be more effective for identifying which reporting entity has a controlling financial interest
in a variable interest entity. The amendments in this ASU also require additional disclosures about
a reporting entitys involvement in variable interest entities, which will enhance the information
provided to users of financial statements. We do not expect the adoption of this standard will have
a material impact on our financial statements.
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 are 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 are effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. We do not expect the adoption of this ASU will have a material
impact on our financial statements.
48
Results of Operations
The following table sets forth a summary of our audited consolidated statements of operations
for the periods indicated both in Renminbi and as a percentage of net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
(in thousands, except percentages) |
|
RMB |
|
|
% |
|
|
RMB |
|
|
% |
|
|
RMB |
|
|
% |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
430,621 |
|
|
|
53.9 |
|
|
|
359,234 |
|
|
|
44.0 |
|
|
|
279,467 |
|
|
|
36.1 |
|
Online recruitment services |
|
|
282,688 |
|
|
|
35.4 |
|
|
|
312,121 |
|
|
|
38.3 |
|
|
|
332,987 |
|
|
|
43.0 |
|
Other human resource related revenues |
|
|
130,957 |
|
|
|
16.3 |
|
|
|
189,062 |
|
|
|
23.2 |
|
|
|
204,666 |
|
|
|
26.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
844,266 |
|
|
|
105.6 |
|
|
|
860,417 |
|
|
|
105.5 |
|
|
|
817,120 |
|
|
|
105.6 |
|
Less: Business and related tax |
|
|
(44,982 |
) |
|
|
(5.6 |
) |
|
|
(44,939 |
) |
|
|
(5.5 |
) |
|
|
(43,173 |
) |
|
|
(5.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
799,284 |
|
|
|
100.0 |
|
|
|
815,478 |
|
|
|
100.0 |
|
|
|
773,947 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services(1) |
|
|
(349,022 |
) |
|
|
(43.7 |
) |
|
|
(377,487 |
) |
|
|
(46.3 |
) |
|
|
(305,722 |
) |
|
|
(39.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
450,262 |
|
|
|
56.3 |
|
|
|
437,991 |
|
|
|
53.7 |
|
|
|
468,225 |
|
|
|
60.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(181,230 |
) |
|
|
(22.7 |
) |
|
|
(215,228 |
) |
|
|
(26.4 |
) |
|
|
(214,400 |
) |
|
|
(27.7 |
) |
General and administrative |
|
|
(128,347 |
) |
|
|
(16.0 |
) |
|
|
(125,981 |
) |
|
|
(15.4 |
) |
|
|
(133,511 |
) |
|
|
(17.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(309,577 |
) |
|
|
(38.7 |
) |
|
|
(341,209 |
) |
|
|
(41.8 |
) |
|
|
(347,911 |
) |
|
|
(45.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
140,685 |
|
|
|
17.6 |
|
|
|
96,782 |
|
|
|
11.9 |
|
|
|
120,314 |
|
|
|
15.5 |
|
Loss from foreign currency translation. |
|
|
(18,134 |
) |
|
|
(2.3 |
) |
|
|
(17,732 |
) |
|
|
(2.2 |
) |
|
|
(234 |
) |
|
|
(0.0 |
) |
Interest and investment income |
|
|
24,635 |
|
|
|
3.1 |
|
|
|
26,400 |
|
|
|
3.2 |
|
|
|
15,083 |
|
|
|
2.0 |
|
Other income |
|
|
1,793 |
|
|
|
0.2 |
|
|
|
2,327 |
|
|
|
0.3 |
|
|
|
9,554 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
148,979 |
|
|
|
18.6 |
|
|
|
107,777 |
|
|
|
13.2 |
|
|
|
144,717 |
|
|
|
18.7 |
|
Income tax expense |
|
|
(45,402 |
) |
|
|
(5.7 |
) |
|
|
(31,176 |
) |
|
|
(3.8 |
) |
|
|
(32,205 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
103,577 |
|
|
|
12.9 |
|
|
|
76,601 |
|
|
|
9.4 |
|
|
|
112,512 |
|
|
|
14.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Share-based compensation expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in cost of services |
|
|
(4,931 |
) |
|
|
(0.6 |
) |
|
|
(4,564 |
) |
|
|
(0.6 |
) |
|
|
(4,360 |
) |
|
|
(0.6 |
) |
Included in operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(4,241 |
) |
|
|
(0.5 |
) |
|
|
(3,923 |
) |
|
|
(0.5 |
) |
|
|
(3,748 |
) |
|
|
(0.5 |
) |
General and administrative |
|
|
(20,479 |
) |
|
|
(2.6 |
) |
|
|
(18,947 |
) |
|
|
(2.3 |
) |
|
|
(18,912 |
) |
|
|
(2.4 |
) |
2009 Compared to 2008
Total Revenues. Our total revenues decreased 5.0% to RMB817.1 million (US$119.7 million) in
2009 from RMB860.4 million in 2008. This decrease was primarily due to a decline in our print
advertising revenues which was largely offset by growth in revenues from our online recruitment
services and other human resource related services. We derived our total revenues from:
|
|
|
Print Advertising. Our print advertising revenues decreased 22.2% to RMB279.5 million
(US$40.9 million) in 2009 from RMB359.2 million in 2008. This decrease was primarily due
to fewer recruitment advertisements placed in our editions of 51job Weekly, as employers
reduced their hiring plans and curtailed expenditures in response to the global economic
and financial market crisis as well as a slowdown in the Chinese economy in 2009. We
estimate that the number of print advertising pages decreased 29.4% to 11,661 in 2009 from
16,512 in 2008. The decrease in revenues from lower advertisement volumes was partially
offset by a 10.2% increase in our overall average revenue per page due to greater revenue
contribution from higher priced markets. We did not materially change the prices we charge
for print advertising in each local market in 2009. |
|
|
|
Online Recruitment Services. Our online recruitment services revenues increased 6.7% to
RMB333.0 million (US$48.8 million) in 2009 from RMB312.1 million in 2008. This increase
was mainly attributable to growth in the number of unique employers placing job listings
and recruitment advertisements on www.51job.com, which was partially offset by lower
average revenue per unique employer. We estimate that the number of unique employers
increased 39.9% to 143,451 in 2009 from 102,562 in 2008. The prices we charge for our
online recruitment services were generally unchanged from 2008 to 2009. However, our
average revenue per unique employer in 2009 decreased 23.7% from 2008 as a result of
employers curtailing expenditures on online recruitment services, including by choosing
lower priced products, in response to the global economic and financial market crisis as
well as a slowdown in the Chinese economy in 2009. |
49
|
|
|
Other Human Resource Related Revenues. Our revenues from other human resource related
services increased 8.3% to RMB204.7 million (US$30.0 million) in 2009 from RMB189.1
million in 2008. This increase was primarily attributable to greater business process
outsourcing revenues due to a growth in the number of corporate customers and their
employees we served. Partially offsetting this increase in our business process
outsourcing revenues, we experienced lower training and executive search revenues in 2009
as the global economic and financial market crisis as well as the slowdown in the Chinese
economy decreased market demand and employer spending for these services. |
Net Revenues. Our net revenues decreased 5.1% to RMB773.9 million (US$113.4 million) in 2009
from RMB815.5 million in 2008. Our net revenues reflected our total revenues less the amounts paid
as business taxes of RMB43.2 million (US$6.3 million) in 2009 and RMB44.9 million in 2008.
Cost of Services. Our cost of services decreased 19.0% to RMB305.7 million (US$44.8 million)
in 2009 from RMB377.5 million in 2008. This decrease was principally due to cost control and
alignment measures we implemented to adjust and streamline our operations and service
infrastructure. These measures resulted in a significant reduction in printing related expenses and
improvement in operating efficiency in 2009. Our cost of services in 2009 also included share-based
compensation expense of approximately RMB4.4 million (US$0.6 million) compared with RMB4.6 million
in 2008.
Gross Profit. As a result of the above factors, our gross profit increased 6.9% to RMB468.2
million (US$68.6 million) in 2009 from RMB438.0 million in 2008. Our gross profit margin, which is
our gross profit as a percentage of net revenues, increased to 60.5% in 2009 compared with 53.7% in
2008.
Operating Expenses. Our total operating expenses increased 2.0% to RMB347.9 million (US$51.0
million) in 2009 from RMB341.2 million in 2008. The increase in our operating expenses was
primarily due to an increase in general and administrative expenses. Our operating expenses
consisted of:
|
|
|
Sales and Marketing Expenses. Our sales and marketing expenses decreased 0.4% to
RMB214.4 million (US$31.4 million) in 2009 from RMB215.2 million in 2008. This decrease
was due to a reduction in advertising and promotion expenses and client entertainment
expenses, which was largely offset by higher sales incentives and commissions. Our
advertising and promotion expenses in 2009 declined 28.8% to RMB32.0 million (US$4.7
million) from RMB45.0 million in 2008 due to a decrease in spending on brand advertising
campaigns and promotional events. Our sales and marketing expenses in 2009 also included
share-based compensation expense of RMB3.7 million (US$0.5 million) compared with RMB3.9
million in 2008. |
|
|
|
General and Administrative Expenses. Our general and administrative expenses increased
6.0% to RMB133.5 million (US$19.6 million) in 2009 from RMB126.0 million in 2008. This
increase was primarily due to higher employee compensation, rental and deprecation
expenses which were partially offset by lower travel and entertainment expenses. Our
general and administrative expenses in 2009 included share-based compensation expense of
RMB18.9 million (US$2.8 million), relatively unchanged from 2008. |
Loss from Foreign Currency Translation. We recognized a loss from foreign currency translation
of RMB234,000 (US$34,000) in 2009 compared with RMB17.7 million in 2008. For more information about
Chinas foreign exchange policy, see Item 10. Additional Information Exchange Controls.
Interest and Investment Income. Despite higher average balances in our interest bearing bank
deposits, our interest and investment income decreased 42.9% to RMB15.1 million (US$2.2 million) in
2009 from RMB26.4 million in 2008 due to lower interest rates.
Income Tax Expense. We recorded an income tax expense of RMB32.2 million (US$4.7 million) in
2009 compared with RMB31.2 million in 2008. Our effective tax rate decreased to 22.3% in 2009 from
28.9% in 2008 following the designation of one of our main PRC subsidiaries as a High and New
Technology Enterprise under the EIT Law which lowered its tax rate in 2009 from 20% to 15% in
Shanghai and Shenzhen, and from 25% to 15% in other localities.
Net Income. As a result of the above factors, our net income increased 46.9% to RMB112.5
million (US$16.5 million) in 2009 from RMB76.6 million in 2008.
50
2008 Compared to 2007
Total Revenues. Our total revenues increased 1.9% to RMB860.4 million in 2008 from RMB844.3
million in 2007. This increase was primarily driven by growth in revenues from our other human
resource related and online recruitment services, which was mostly offset by declines in revenues
from our print advertising and executive search businesses. We derived our total revenues from:
|
|
|
Print Advertising. Our print advertising revenues decreased 16.6% to RMB359.2 million
in 2008 from RMB430.6 million in 2007. This decrease was primarily due to lower overall
average revenue per page and less advertising page volume in 2008, which was impacted by a
decrease in market demand that became increasingly pronounced in the second half of 2008
due primarily to the global economic and financial market crisis and a slowdown in the
Chinese economy. Print advertising prices charged in each city were relatively unchanged
compared to 2007 levels, but overall average revenue per page decreased 16.3% as lower
priced cities comprised a larger portion of print advertising volume. We estimate that the
number of print advertising pages decreased 0.3% to 16,512 in 2008 from 16,568 in 2007. |
|
|
|
Online Recruitment Services. Our online recruitment services revenues increased 10.4%
to RMB312.1 million in 2008 from RMB282.7 million in 2007. This increase was primarily the
result of growth in the number of unique employers using online recruitment services and
higher average revenue per unique employer, but customer growth slowed in the latter part
of 2008 due to weaker economic conditions in China. We estimate that the number of unique
employers using online services increased 9.0% to 102,562 in 2008 from 94,125 in 2007.
Although the prices we charge were generally unchanged from 2007 to 2008, our average
revenue per unique employer in 2008 increased 1.3% as employers who purchased multiple or
higher priced services more than offset customers who purchased lower priced or
introductory products. |
|
|
|
Other Human Resource Related Revenues. Our revenues from other human resource related
services increased 44.4% to RMB189.1 million in 2008 from RMB131.0 million in 2007. This
increase was primarily driven by growth in market demand and adoption of our business
process outsourcing services, which was partially offset by lower executive search
revenues. We believe the high growth of our business process outsourcing area was also
partly attributable to the implementation of a new labor contract law in China in 2008,
which strengthened enforcement of worker rights and instituted greater penalties on
employers for non-compliance resulting in greater acceptance of outsourced human resource
administrative services provided by professional third party providers like ourselves. |
Net Revenues. Our net revenues increased 2.0% to RMB815.5 million in 2008 from RMB799.3
million in 2007. Our net revenues reflected our total revenues less the amounts paid as business
taxes of RMB44.9 million in 2008 and RMB45.0 million in 2007.
Cost of Services. Our cost of services increased 8.2% to RMB377.5 million in 2008 from
RMB349.0 million in 2007. This increase was primarily attributable to higher wage levels compared
to the prior year, staff additions and greater costs related to the expansion of our service
network for business process outsourcing services, which was partially offset by lower printing
related expenses. Our cost of services in 2008 also included share-based compensation expense of
approximately RMB4.6 million compared with RMB4.9 million in 2007. Our cost of services increased
as a percentage of net revenues in 2008 as compared to 2007 due primarily to an increase in costs
that outpaced revenue growth slowed by weak global economic conditions and a reduction in market
demand for our recruitment advertising services.
Gross Profit. As a result of the above factors, our gross profit decreased 2.7% to RMB438.0
million in 2008 from RMB450.3 million in 2007. Our gross profit margin was 53.7% in 2008 compared
with 56.3% in 2007.
Operating Expenses. Our total operating expenses increased 10.2% to RMB341.2 million in 2008
from RMB309.6 million in 2007. The increase in our operating expenses was primarily due to an
increase in sales and marketing expenses, which was partially offset by a decrease in general and
administrative expenses. Our operating expenses consisted of:
|
|
|
Sales and Marketing Expenses. Our sales and marketing expenses increased 18.8% to
RMB215.2 million in 2008 from RMB181.2 million in 2007. This increase was primarily due to
increased labor costs from staff additions and higher wage levels compared to the prior
year as well as greater advertising and promotion expenses. Our advertising and promotion
expenses in 2008 grew 32.0% to RMB45.0 million from RMB34.1 million in 2007 as we
increased spending on brand advertising activities and conducted a greater number of
promotional events. Our sales and marketing expenses in 2008 also included share-based
compensation expense of RMB3.9 million compared with RMB4.2 million in 2007. |
51
|
|
|
General and Administrative Expenses. Our general and administrative expenses decreased
1.8% to RMB126.0 million in 2008 from RMB128.3 million in 2007. This decrease was
primarily due to a loss provision of RMB9.7 million recorded in 2007 relating to the
non-compliance to contract terms by a third party which provided services to us in
connection with our human resource outsourcing operations in Beijing. Partially offsetting
the impact of this loss provision were increases in labor costs resulting from staff
additions and higher wage levels in 2008 as compared to 2007 as well as higher rental,
property management and office expenses. Our general and administrative expenses in 2008
included share-based compensation expense of RMB18.9 million compared with RMB20.5 million
in 2007. |
Loss from Foreign Currency Translation. We recognized a loss from foreign currency translation
of RMB17.7 million in 2008 compared with RMB18.1 million in 2007 as a result of the appreciation of
the Renminbi against the U.S. dollar.
Interest and Investment Income. Our interest and investment income increased 7.2% to RMB26.4
million in 2008 from RMB24.6 million in 2007 due to higher average balances in our interest bearing
bank deposits which was partially offset by lower interest rates.
Income Tax Expense. We recorded an income tax expense of RMB31.2 million in 2008 compared with
RMB45.4 million in 2007. Our effective tax rate was 28.9% in 2008 compared with 30.5% in 2007.
Effective January 1, 2008, we were subject to a new PRC tax law. For more information about
taxation in China, see Income Taxation.
Net Income. As a result of the above factors, our net income decreased 26.0% to RMB76.6
million in 2008 from RMB103.6 million in 2007.
Inflation
According to the National Bureau of Statistics of China, the change of consumer price index in
China was 4.8%, 5.9% and (0.7%) in 2007, 2008 and 2009, respectively. Although we have not been
materially affected by inflation in the past, 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 employee compensation and office operating expenses, may increase as a result
of higher inflation. Additionally, because a substantial portion of our assets consists of cash and
short-term investments, high inflation could significantly reduce the value and purchasing power of
these assets. We are unable to hedge our exposures to higher inflation in China.
B. Liquidity and Capital Resources
Liquidity
Our liquidity has been principally affected by net cash generated from operating activities in
addition to our purchases of investments, property, equipment and software as well as our
repurchases of ADSs in 2008 and 2009.
The following table sets forth a summary of our cash flows for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
(in thousands) |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
Net cash provided by operating activities |
|
|
193,315 |
|
|
|
119,867 |
|
|
|
214,455 |
|
|
|
31,417 |
|
Net cash used in investing activities |
|
|
(41,248 |
) |
|
|
(48,451 |
) |
|
|
(272,904 |
) |
|
|
(39,980 |
) |
Net cash provided by (used in) financing
activities |
|
|
4,470 |
|
|
|
(4,101 |
) |
|
|
(42,249 |
) |
|
|
(6,189 |
) |
Net increase (decrease) in cash |
|
|
138,822 |
|
|
|
50,790 |
|
|
|
(100,903 |
) |
|
|
(14,782 |
) |
Cash Flows from Operating Activities. Our net cash provided by operating activities in 2007
was RMB193.3 million and consisted of RMB103.6 million in net income, which increased principally
due to revenue growth in our online recruitment services, other human resource related services and
print advertising businesses. The increase in net cash provided by operating activities also
included RMB29.7 million in share-based compensation, RMB18.4 million in depreciation and RMB18.1
million in loss from foreign currency translation. In addition, our net cash provided by operating
activities was impacted by an increase of RMB15.1 million in prepayments and other current assets,
an increase of RMB17.6 million in advances from customers, an increase of RMB9.7 million in taxes
payable and an increase of RMB7.7 million from other payables and accruals.
Our net cash provided by operating activities in 2008 was RMB119.9 million and consisted of
RMB76.6 million in net income, RMB27.4 million in share-based compensation, RMB23.8 million in
depreciation and RMB17.7 million in loss from foreign currency translation. In addition, our net
cash provided by operating activities was
impacted by a decrease of RMB20.2 million in taxes payable, a decrease of RMB15.3 million in
other payables and accruals, an increase of RMB12.1 million in advances from customers, an increase
of RMB11.9 million in prepayments and other current assets, and a decrease of RMB10.2 million in
accounts receivable.
52
Our net cash provided by operating activities in 2009 was RMB214.5 million (US$31.4 million)
and consisted of RMB112.5 million (US$16.5 million) in net income, which increased primarily due to
margin expansion as well as a lower effective tax rate. The increase in net cash provided by
operating activities also included RMB27.0 million (US$4.0 million) in share-based compensation and
RMB28.9 million (US$4.2 million) in depreciation. In addition, our net cash provided by operating
activities was impacted by an increase of RMB30.6 million (US$4.5 million) in advances from
customers.
Cash Flows from Investing Activities. Our net cash used in investing activities from 2007 to
2009 reflected purchases of investments, property, equipment, software and other intellectual
property rights in these years in connection with the general growth of our businesses. Under our
cooperation agreement with Recruit, we provided financing in the amount of RMB8.8 million in 2007
and RMB7.9 million in 2008 to Area Link for the coupon company. We also purchased short-term
investments consisting of certificates of deposits with maturities between three months and one
year for a total of RMB16.1 million in 2008 and RMB241.2 million (US$35.3 million ) in 2009. In
addition, in 2009, we made installment payments totaling RMB21.4 million (US$3.1 million) toward
the purchase of nine floors of an office building in Wuhan Optical Valley Software Park in the city
of Wuhan, China to house our national sales and customer service call center. A remaining balance
of approximately RMB1.1 million (US$0.2 million) was paid in the first quarter of 2010 to complete
the purchase of the office space.
Cash Flows from Financing Activities. Our net cash from financing activities from 2007 to 2009
has been primarily affected by proceeds from the exercise of options by our employees, executives
and directors as well as the repurchase of our ADSs. Our net cash provided by financing activities
consisted of the exercise of options by employees, directors and officers in the amount of RMB4.5
million in 2007. In 2008, our net cash used in financing activities consisted of our repurchase of
136,827 ADSs in the open market for an aggregate consideration of RMB6.2 million, which was
partially offset by RMB2.1 million from the exercise of options. In 2009, our net cash used in
financing activities consisted of our repurchase of 709,200 ADSs in the open market for an
aggregate consideration of RMB47.3 million (US$6.9 million), which was partially offset by RMB5.1
million (US$0.7 million) from the exercise of options.
Capital Resources
To date, we have primarily financed our operations through cash flows from operating
activities, equity investments by certain of our founders, the sale of preferred shares in 2000 and
our initial public offering in 2004. We have not financed our operations through significant
borrowings, and as of December 31, 2009, we had no material debt obligations outstanding. As of
December 31, 2009, we had RMB1,214.7 million (US$178.0 million) in cash and short-term investments
held substantially in Renminbi, U.S. dollars and Hong Kong dollars.
Our operations are conducted primarily through Tech JV and its subsidiaries. As a result, our
ability to finance our operations and any debt that we, or our subsidiaries, may incur is
dependent, in part, upon the flow of dividends from, and the payment of royalties and other fees
by, our subsidiaries. The payment of dividends in China is subject to restrictions. PRC regulations
currently permit payment of dividends only out of accumulated profits as determined in accordance
with PRC accounting standards and regulations. Our subsidiaries and affiliated entities in the PRC
are also required to set aside a portion of their after-tax profits according to PRC accounting
standards and regulations to fund certain reserve funds that are not distributable as cash
dividends. Through certain contractual arrangements, we are able to require Qian Cheng to pay us
any cash it receives as dividends or other distributions with respect to its minority shareholding
in Tech JV and its subsidiaries. Our ability to obtain cash or other assets under these contracts
depends on their effectiveness and enforceability. For a description of these agreements and our
PRC counsels opinion as to their enforceability, see Item 7. Major Shareholders and Related
Party Transactions Related Party Transactions Contractual Arrangements Among Our Group
Entities.
We believe that our current cash and cash flow from operations will be sufficient to meet our
anticipated cash needs, including our cash needs for working capital and capital expenditures, for
the foreseeable future. We may, however, require additional cash resources due to changing business
conditions or other future developments, including any investments or acquisitions we may decide to
pursue.
C. Research and Development, Patents and Licenses, etc.
We employ a large staff of website designers and software developers to design and update our
website and create our proprietary software. We did not incur material expenditures with respect to
our research and development activities in any of the three years ended December 31, 2007, 2008 or
2009. For more information on our technology operations, see Item 4. Information on the Company Business Overview Technology.
53
D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends,
uncertainties, demands, commitments or events for the period from January 1, 2007 to December 31,
2009 that are reasonably likely to have a material effect on our net revenues, income,
profitability, liquidity or capital resources, or that caused the disclosed financial information
to be not necessarily indicative of future operating results or financial conditions.
E. Off-Balance Sheet Arrangements
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 shareholders 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.
F. Tabular Disclosure of Contractual Obligations
The following table sets forth our contractual obligations as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
3-5 |
|
|
More than |
|
(in thousands) |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
Publication fee agreements |
|
|
58,528 |
|
|
|
30,018 |
|
|
|
26,746 |
|
|
|
1,764 |
|
|
|
|
|
Operating lease obligations |
|
|
71,385 |
|
|
|
46,424 |
|
|
|
24,425 |
|
|
|
536 |
|
|
|
|
|
Purchase obligations |
|
|
34,690 |
|
|
|
34,295 |
|
|
|
395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
164,603 |
|
|
|
110,737 |
|
|
|
51,566 |
|
|
|
2,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have entered into non-cancelable agreements with initial or remaining terms in excess of
one year for the publication of 51job Weekly. The term of our publication fee agreements is
generally for two years. We expect to renew most of these agreements as they expire, although we
cannot predict the terms and conditions of such renewals.
Our operating lease obligations consist largely of property lease and management agreements
for office premises with terms ranging from one to five years at the time of signing. Our purchase
obligations consist primarily of agreements to purchase advertising services from outdoor and
Internet media companies and to purchase office furnishings as well as a remaining installment
payment to complete the purchase of the Wuhan call center.
Rental expenses incurred under operating leases were RMB23.9 million in 2007, RMB28.9 million
in 2008 and RMB34.5 million (US$5.1 million) in 2009.
WFOE, our wholly owned PRC subsidiary, has entered into equity pledge agreements with the
respective shareholders of each Qian Cheng, RAL and Run An. Under each of these equity pledge
agreements, WFOE has an option, exercisable during a term of ten years, to purchase the equity
interests in each of Qian Cheng, RAL and Run An, respectively, when and if, and at the lowest
price, permitted by PRC law. At the end of the term, if and to the extent these options have not
been exercised, WFOE is obligated to purchase the maximum amount of the equity interest in Qian
Cheng, RAL and Run An, respectively, as permitted by applicable PRC law. For a detailed description
of these equity pledge agreements, see Item 7. Major Shareholders and Related Party
Transactions Related Party Transactions Contractual Arrangements Among Our Group Entities.
We do not have material contractual obligations in currencies other than Renminbi.
G. Safe Harbor
See Forward-Looking Statements.
54
|
|
|
ITEM 6. |
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. Directors and Senior Management
The names of our directors and executive officers, their ages as of the date of this annual
report and the principal positions with 51job, Inc. held by them are as follows:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position / Title |
Donald L. Lucas(1) (2)
|
|
|
80 |
|
|
Chairman of the board and independent director |
Rick Yan
|
|
|
47 |
|
|
Director, chief executive officer, president and secretary |
David K. Chao(1) (2) (3)
|
|
|
43 |
|
|
Independent director |
Hiroyuki Honda
|
|
|
49 |
|
|
Non-executive director |
Kathleen Chien
|
|
|
40 |
|
|
Chief operating officer and acting chief financial officer |
David Weimin Jin
|
|
|
40 |
|
|
Senior vice president |
Tao Wang
|
|
|
47 |
|
|
Vice president |
Jones Haijun Yu
|
|
|
37 |
|
|
Vice president |
|
|
|
(1) |
|
Member of audit committee. |
|
(2) |
|
Member of compensation committee. |
|
(3) |
|
Member of nominating and corporate governance committee. |
There are no family relationships among any of the directors or executive officers of our
company.
In March 2010, we received a letter from Nasdaq stating that due to the death of our
independent director, Dr. Xiaoyue Chen, we no longer complied with Nasdaqs independent director
and audit committee requirements as set forth in Nasdaq Listing Rule 5605. We are seeking to add a
new independent director to our board of directors and the audit committee by the next annual
shareholders meeting in accordance with applicable securities laws and the Nasdaq Listing Rules.
Biographical Information
Donald L. Lucas is the chairman of the board of directors of our company. Mr. Lucas has been
an independent director of our company since 2004. Mr. Lucas received his Bachelor of Arts degree
from Stanford University and his Master of Business Administration degree from the Stanford
Graduate School of Business. In 1960, Mr. Lucas began a seven-year participation, including acting
as both a general partner and a limited partner with Draper, Gaither & Anderson, the first venture
capital firm organized on the West Coast in the United States. Since 1967, Mr. Lucas has been
actively engaged in venture capital activities as a private individual. Mr. Lucas currently serves
as a board member of Cadence Design Systems, Inc., DexCom, Inc., Oracle Corporation and Vimicro
International Corporation. He also serves as a director for several privately held companies. Mr.
Lucas is the former chairman of the board of the Stanford Institute for Economic Policy and
Research and a Trustee of the University of Santa Clara.
Rick Yan is a director, chief executive officer and president of our company. Mr. Yan has been
a director and chief executive officer of our company since 2000. Mr. Yan is responsible for our
overall strategy and management. Mr. Yan received his Bachelor of Engineering degree and Master of
Philosophy degree from the University of Hong Kong and his Master of Business Administration degree
with distinction from INSEAD in France. Mr. Yan was an investor and advisor of our company from its
inception and prior to his appointment as chief executive officer. Prior to joining our company,
Mr. Yan was a Director and the Head of China Practice at Bain & Company, an international strategy
consulting company. Mr. Yan joined the firm in London in 1989, returned to Asia and set up Bain &
Companys Hong Kong and Beijing offices in 1991 and 1993, respectively. In his 11-year tenure with
Bain & Company, Mr. Yan was widely acknowledged as an expert in the consumer products and
technology sectors. Prior to his affiliation with Bain & Company, Mr. Yan worked at Hewlett-Packard
in Hong Kong for four years and was awarded Marketing Executive of the Year.
David K. Chao is a director of our company. Mr. Chao has been a director of our company since
2000. Mr. Chao received his Bachelor of Arts degree in Economics and East Asian Studies
(Anthropology) with high honors from Brown University and his Master of Business Administration
degree from Stanford University. Mr. Chao is a Co-founder and General Partner of DCM, an early
stage technology venture capital firm that manages US$1.6 billion. DCM is headquartered in Menlo
Park, California and also has offices in Beijing, China and Tokyo, Japan. Prior to joining DCM, Mr.
Chao was a founding executive of Japan Communications, Inc., a public provider of mobile data and
voice communications services in Japan. He also worked as a management consultant at McKinsey &
Company in San Francisco. Prior to that, Mr. Chao worked in marketing and product management at
Apple Computer and was an account executive for Recruit Co., Ltd. Mr. Chao serves on the boards of
directors of numerous DCM portfolio
companies. He is a Management Board member of the Stanford Graduate School of Business Board
of Trustees. He also serves on the board of directors of Legend Capital.
55
Hiroyuki Honda is a director of our company. Mr. Honda became a director of our company in
July 2006. Mr. Honda received his Bachelor of Law degree in Labor Law from Hokkaido University in
1984. He is an executive vice president of Recruit Co., Ltd., a leading human resource services
provider in Japan, and has been a director of Recruit since 2005. Mr. Honda joined Recruit in 1984
and is currently in charge of the Corporate Planning Office and Business Development Office. Mr.
Honda also serves as a board member of Recruits various joint ventures with Toyota Motor
Corporation and Yahoo! Japan Corporation. In over two decades at Recruit, Mr. Honda has acted as
General Manager of the Corporate Planning Office and New Generation Business Development Group, and
led Recruits human resource related business group.
Kathleen Chien is chief operating officer and acting chief financial officer of our company.
Ms. Chien joined our company in 1999 and served as our chief financial officer from 2004 to March
2009. Ms. Chien received her Bachelor of Science degree in Economics from the Massachusetts
Institute of Technology and her Master of Business Administration degree from the Haas School of
Business at the University of California, Berkeley. Prior to joining our company, Ms. Chien worked
in the financial services and management consulting industries, including three years with Bain &
Company in Hong Kong and two years with Capital Securities Corp., a leading investment bank in
Taiwan. During her tenure at Bain & Company, Ms. Chien was a consultant to a number of companies on
strategic and marketing issues, including entry into the Chinese market and achieving cost and
operational efficiencies. While at Capital Securities Corp., Ms. Chien completed a number of equity
and equity-linked transactions, including the first ever Swiss-franc convertible bond issuance out
of Taiwan, enabling client companies to raise significant capital from the European and U.S.
investment community.
David Weimin Jin is a senior vice president of our company. Mr. Jin joined our company in
2000. He received a Bachelor of Science degree in Engineering from Xidian University. Prior to
joining our company, Mr. Jin held sales management positions in large multinational companies in
Xian, including three years at Shell (China) Limited and one year with Colgate-Palmolive Co., Ltd.
Tao Wang is a vice president of our company. Mr. Wang joined our company in 2000. Mr. Wang
received a Bachelor of Science degree in Math from Shandong University and a Master of Engineering
degree from the Second Academy under the PRC Ministry of Aerospace Industry. Mr. Wang also holds a
Master of Business Administration degree from the Business School at University of Warwick in the
United Kingdom. Prior to joining our company, Mr. Wang spent four years as a Senior Consultant at
Bain & Company. Also, Mr. Wang served as a Representative and the General Manager of a joint
venture company in Wuhan for TI Group Asia Pacific. Earlier in his career, Mr. Wang held
engineering and project management positions at the Ministry of Aerospace Industry in China.
Jones Haijun Yu is a vice president of our company. Mr. Yu joined our company in 1998. He
received a Bachelor of Science degree in Biochemistry from Wuhan University and in Business
Management from Beijing Jiaotong University. Prior to joining our company, Mr. Yu worked as a
technician with Guangzhou Zengcheng Biochemical Engineering Company for one year.
B. Compensation
Compensation of Directors and Executive Officers
We pay our chairman an annual fee of US$20,000 and each of our other non-executive directors
an annual fee of US$15,000. In addition, our non-executive directors receive a fee of US$2,000 for
each board meeting attended in person and US$1,000 for each committee meeting attended in person,
or US$1,000 for each board meeting attended by conference call and US$500 for each committee
meeting attended by conference call. Our directors are also reimbursed for reasonable travel
expenses incurred in attending board meetings in person. There are no arrangements between us and
our directors providing for special benefits upon our directors termination of service. For the
year ended December 31, 2009, the aggregate cash compensation to our non-executive directors as a
group was approximately US$84,000 (RMB573,376). In 2009, we granted 40,032 options to acquire
common shares to a non-executive director.
For the year ended December 31, 2009, the aggregate cash compensation to our executive
officers as a group was approximately RMB5.2 million (US$0.8 million). We granted options to
acquire an aggregate of 402,432 common shares to our executive officers in 2009.
Directors and Officers Liability Insurance
We maintain directors and officers liability insurance for our directors and officers.
56
Employment Agreements
We have entered into employment agreements with each of our executive officers. The terms of
these agreements are substantially similar to each other. Under these agreements, each of our
executive officers is employed at will, and their employment may be terminated, with or without
cause, by either party. These agreements do not provide for any special termination benefits, nor
do we have other arrangements with these executive officers for special termination benefits. Each
executive officer has agreed to hold in strict confidence and not to use, except for the benefit of
our company, any proprietary information, technical data, trade secrets and know-how of our company
or the confidential or proprietary information of any third party, including our affiliated
entities and our subsidiaries, received by our company. Each of these executive officers has also
agreed not to engage in any other employment, occupation, consulting or other business activity
directly related to the business in which we are involved, or engage in any other activities that
conflict with his or her obligations to us during the term of his or her employment. For the
12-month period after any of these executive officers termination of employment with us for any
reason, such officer is prohibited from recruiting any of our employees or soliciting or inducing
our employees to leave their employment with us.
Stock-Based Compensation Plans
In 2000, our board of directors and shareholders adopted our 2000 stock option plan, or our
2000 Option Plan. In April 2009, our board of directors adopted our 2009 share option plan, or our
2009 Option Plan, which received shareholder approval in August 2009. Under these plans, our
directors, officers and other employees and consultants are eligible to acquire common shares under
options. The purposes of our option plans are to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentive to employees,
directors and consultants and to promote the success of our business.
Under our 2000 Option Plan, 4,010,666 common shares were reserved for issuance at the time of
adoption,. In February 2004, our board of directors and shareholders approved an increase in the
number of authorized shares reserved to 5,530,578 common shares. In July 2006, our board of
directors and shareholders approved a further increase of 2,000,000 common shares, increasing the
total number of authorized shares under our 2000 Option Plan to 7,530,578 common shares. Our 2000
Option Plan has a term of ten years but may be terminated earlier by our board of directors.
Under our 2009 Option Plan, we are authorized to issue up to 5,000,000 common shares. Our 2009
Option Plan has a term of ten years but may be terminated earlier by our board of directors.
Stock options granted under our option plans may be incentive stock options, or ISOs, which
are intended to qualify for favorable U.S. federal income tax treatment under the provisions of
Section 422 of the U.S. Internal Revenue Code of 1986, as amended, or non-qualified stock options,
or NSOs, which do not so qualify.
The compensation committee of our board of directors administers our option plans. Subject to
the provisions of our option plans and, in the case of a committee, the specific duties delegated
by the board of directors to such committee, and subject to the approval of any relevant
authorities, the board of directors or the committee so appointed has the authority in its
discretion to determine, among other things, the fair market value of the common shares, select
optionees, determine the number of common shares to be covered by each award granted under our
option plans, and the terms and conditions of any options or stock purchase rights granted under
our option plans.
Stock options granted under our option plans become exercisable at a rate of not less than 20%
per year over five years from the date of the option grant. In the event of the termination of
service of an optionee, the unvested portion of a stock option is forfeited and the vested portion
terminates within the period of time as specified in the option agreement and, in the absence of a
specified time in the option agreement, within twelve months following the optionees termination
in the case of the optionees disability or death, and three months following the optionees
termination in all other cases.
In the event of a merger of our company, each outstanding stock option may be assumed or an
equivalent option or right may be substituted by the successor corporation. In the event the
successor corporation refuses to assume or substitute for the stock option, the outstanding stock
options will automatically vest and become exercisable for a period of 15 days, after which the
stock options will terminate.
57
The following table summarizes the options granted to our directors, executive officers and
other employees under our option plans during the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
|
|
|
|
|
|
|
underlying options |
|
|
Exercise |
|
|
|
|
|
|
granted |
|
|
price |
|
Date of grant |
|
Date of expiration |
|
|
|
|
|
US$ |
|
|
|
|
Granted in 2007 |
|
|
|
|
|
|
|
|
|
|
Donald L. Lucas |
|
|
40,032 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
|
|
|
160,128 |
|
|
8.77 |
|
May 25, 2007 |
|
May 24, 2013 |
Rick Yan |
|
|
100,032 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
David K. Chao |
|
|
40,032 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
|
|
|
40,032 |
|
|
9.355 |
|
August 8, 2007 |
|
August 7, 2013 |
Hiroyuki Honda |
|
|
14,976 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
|
|
|
30,048 |
|
|
8.80 |
|
September 24, 2007 |
|
September 23, 2013 |
Kathleen Chien |
|
|
81,600 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
David Weimin Jin |
|
|
81,600 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
Tao Wang |
|
|
48,000 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
Jones Haijun Yu |
|
|
48,000 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
Other director |
|
|
60,096 |
|
|
9.355 |
|
August 8, 2007 |
|
August 7, 2013 |
Other employees |
|
|
444,576 |
|
|
8.795 |
|
April 16, 2007 |
|
April 15, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,189,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2008 |
|
|
|
|
|
|
|
|
|
|
Rick Yan |
|
|
100,032 |
|
|
9.00 |
|
May 1, 2008 |
|
April 30, 2014 |
Kathleen Chien |
|
|
91,200 |
|
|
9.00 |
|
May 1, 2008 |
|
April 30, 2014 |
David Weimin Jin |
|
|
81,600 |
|
|
9.00 |
|
May 1, 2008 |
|
April 30, 2014 |
Tao Wang |
|
|
64,800 |
|
|
9.00 |
|
May 1, 2008 |
|
April 30, 2014 |
Jones Haijun Yu |
|
|
64,800 |
|
|
9.00 |
|
May 1, 2008 |
|
April 30, 2014 |
Other employees |
|
|
144,000 |
|
|
9.245 |
|
February 27, 2008 |
|
February 26, 2014 |
|
|
|
608,400 |
|
|
9.00 |
|
May 1, 2008 |
|
April 30, 2014 |
|
|
|
144,000 |
|
|
4.535 |
|
September 30, 2008 |
|
September 29, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,298,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2009 |
|
|
|
|
|
|
|
|
|
|
Rick Yan |
|
|
100,032 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
David K. Chao |
|
|
40,032 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
Kathleen Chien |
|
|
91,200 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
David Weimin Jin |
|
|
81,600 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
Tao Wang |
|
|
64,800 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
Jones Haijun Yu |
|
|
64,800 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
Other employees |
|
|
717,600 |
|
|
3.955 |
|
April 30, 2009 |
|
April 29, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,160,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Board Practices
The directors will hold office until the next annual general meeting of shareholders and until
such directors successor is elected and duly qualified, or until such directors earlier death,
resignation or removal. We have no specific policy with respect to director attendance at our board
meetings, committee meetings or annual general meetings of shareholders.
Board Committees
To enhance our corporate governance, we have established three committees under the board of
directors: the audit committee, the nominating and corporate governance committee and the
compensation committee. We have adopted a charter for each of these committees. The committees have
the following functions and members.
58
Audit Committee
Our audit committee reports to the board of directors regarding the appointment of our
independent registered public accounting firm, the scope and results of our annual audits,
compliance with our accounting and financial policies and managements procedures and policies
relating to the adequacy of our internal accounting controls. Our audit committee charter requires
its members to satisfy applicable Nasdaq corporate governance rules on
independence. The members of our audit committee are Donald L. Lucas, who acts as the chairman
of our audit committee, and David K. Chao. Our board of directors has determined that Messrs. Lucas
and Chao are independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2) and meet
the criteria for independence set forth in Section 10A(m)(3)(B)(i) of the U.S. Securities Exchange
Act of 1934, as amended, or the Exchange Act. Due to the death of our director and audit committee
member Dr. Xiaoyue Chen in March 2010, we are currently non-compliant with the audit committee
requirements as set forth in Nasdaq Listing Rule 5605. We are seeking to add a new independent
director to our audit committee by the next annual shareholders meeting in accordance with
applicable securities laws and the Nasdaq Listing Rules.
Our audit committee will be responsible for, among other things:
|
|
|
the appointment, evaluation, compensation, oversight and termination of the work of our
independent auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting); |
|
|
|
ensuring that it receives from our independent auditor a formal written statement
attesting to the auditors independence and describing all relationships between the
auditor and us; |
|
|
|
pre-approving any audit and non-audit services, including tax services, to be provided
by our independent auditor in accordance with Nasdaq rules; |
|
|
|
reviewing our annual audited financial statements and quarterly financial statements
with management and our independent auditor; |
|
|
|
reviewing with our independent auditor all critical accounting policies and practices
to be used by us in preparing our financial statements, all alternative treatments of
financial information within U.S. GAAP, and other material communications between our
independent auditor and management; |
|
|
|
reviewing our policies with respect to risk assessment and risk management; |
|
|
|
reviewing, with management and counsel, any legal matters that may have a material
impact on us and any material reports or inquiries from regulatory or governmental
agencies; and |
|
|
|
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls, auditing matters or potential
violations of law, and the confidential, anonymous submission by our employees of concerns
regarding questionable accounting or auditing matters or potential violations of law. |
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee assists the board of directors in
identifying individuals qualified to become members of our board of directors and in determining
the composition of the board and its committees. The current member of our nominating and corporate
governance committee is David K. Chao, who acts as the chairman of our nominating and corporate
governance committee. Our board of directors has determined that Mr. Chao is an independent
director within the meaning of Nasdaq Listing Rule 5605(a)(2) and meets the criteria for
independence set forth in Section 10A(m)(3)(B)(i) of the Exchange Act. Due to the death of our
director and nominating and corporate governance committee member Dr. Xiaoyue Chen in March 2010,
we are seeking to fill an opening on our nominating and corporate governance committee.
Our nominating and corporate governance committee will be responsible for, among other things:
|
|
|
identifying and recommending to the board nominees for election or re-election to the
board, or for appointment to fill any vacancy; |
|
|
|
reviewing annually with the board the current composition of the board in light of the
characteristics of independence, age, skills, experience and availability of service to
us; |
|
|
|
reviewing the continued board membership of a director upon a significant change in
such directors principal occupation; |
|
|
|
identifying and recommending to the board the names of directors to serve as members of
the audit committee and the compensation committee, as well as the nominating and
corporate governance committee itself; |
|
|
|
advising the board periodically with respect to significant developments in the law and
practice of corporate governance as well as our compliance with applicable laws and
regulations, and making recommendations to the board on all matters of corporate
governance and on any corrective action to be taken; |
|
|
|
establishing criteria and processes for, and leading the board and each committee of
the board in, its annual performance self-evaluation; |
59
|
|
|
reviewing and approving policies and procedures with respect to proposed transactions
between us and our related parties, and approving in advance all such related-party
transactions; and |
|
|
|
monitoring compliance with our code of business conduct and ethics, including reviewing
the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee
Our compensation committee assists the board in reviewing and approving the compensation
structure of our directors and executive officers, including all forms of compensation to be
provided to our directors and executive officers. In addition, the compensation committee reviews
stock compensation arrangements for all of our other employees. Members of the compensation
committee are not prohibited from direct involvement in determining their own compensation. Our
chief executive officer may not be present at any committee meeting during which his or her
compensation is deliberated. The current members of our compensation committee are David K. Chao,
who acts as the chairman of the committee, and Donald L. Lucas. Our board of directors has
determined that all members of our compensation committee are independent directors within the
meaning of Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in
Section 10A(m)(3)(B)(i) of the Exchange Act.
Our compensation committee will be responsible for, among other things:
|
|
|
approving and overseeing the total compensation package for our executives; |
|
|
|
|
reviewing and making recommendations to the board with respect to the compensation of our directors; |
|
|
|
reviewing and approving corporate goals and objectives relevant to the compensation of
our chief executive officer, evaluating the performance of our chief executive officer in
light of those goals and objectives, and setting the compensation level of our chief
executive officer based on this evaluation; |
|
|
|
reviewing the results of, and procedures for, the evaluation of the performance of
other executive officers; |
|
|
|
reviewing periodically and making recommendations to the board regarding any long-term
incentive compensation or equity plans, programs or similar arrangements, and
administering these plans; |
|
|
|
reviewing and making recommendations to the board regarding all new employment,
consulting, retirement and severance agreements and arrangements proposed for our
executives; and |
|
|
|
selecting peer groups of companies to be used for purposes of determining competitive
compensation packages. |
Duties of Directors
Under Cayman Islands law, our directors have a duty to act honestly, in good faith and with a
view to our best interests. Our directors also have a duty to exercise the skills they actually
possess and the 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.
The functions and powers of our board of directors include, among others:
|
|
|
convening shareholders annual general meetings and reporting its work to shareholders
at such meetings; |
|
|
|
declaring dividends and distributions; |
|
|
|
|
appointing officers and determining the term of office of the officers; |
|
|
|
|
exercising the borrowing powers of our company and mortgaging the property of our company; and |
|
|
|
approving the transfer of shares in our company, including the registering of such
shares in our share register. |
Interested Transactions
A director may vote in respect of any contract or transaction in which he is interested,
provided that the nature of the interest of any director in such contract or transaction shall be
disclosed by him at or prior to its consideration and any vote on that matter. A general notice or
disclosure to the directors or otherwise contained in the minutes of a meeting or a written
resolution of the directors or any committee of directors that a director is a shareholder of any
specified firm or company and is to be regarded as interested in any transaction with such firm or
company will be sufficient disclosure, and, after such general notice, it will not be necessary to
give special notice relating to any particular transaction.
60
Remuneration and Borrowing
The directors may determine remuneration to be paid to the directors. The compensation
committee will assist the directors in reviewing and approving the compensation structure for the
directors. We do not provide for any termination benefits for the directors, nor do we have other
arrangements with the directors for special termination benefits. The directors may exercise all
the powers of our company to borrow money and to mortgage or charge its undertaking, property and
uncalled capital or any part thereof and to issue debentures, debenture stock and other securities
whether outright or as security for any debt, liability or obligation of our company or of any
third party.
Qualification
There is no shareholding qualification for directors. Further, shareholding qualification for
directors may not be fixed by our company in a general meeting.
Terms of Directors and Executive Officers
At each annual general meeting of the shareholders of our company, all of our directors at
such time are required to retire from office and are eligible for re-election. All of these
directors will retain office until the close of such general meeting.
Limitation on Liability and Other Indemnification Matters
Cayman Islands law allows us to indemnify our directors, officers, auditors and trustee acting
in relation to any of our affairs against actions, costs, charges, losses, damages and expenses
incurred by reason of any act done or omitted in the execution of their duties as our directors,
officers, auditors and trustee, except to the extent that it may be held by the Cayman Islands
courts to be contrary to public policy such as to provide indemnification against civil fraud or
the consequences of committing a crime.
Under our fifth amended and restated memorandum and articles of association, we may indemnify
our directors, officers, employees and agents against expenses (including attorneys fees),
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. To be entitled
to indemnification, these persons must have acted in good faith and in the best interest or not
opposed 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 fifth amended and restated memorandum and articles of
association also provides for indemnification of such person in the case of a suit initiated by our
company or in the right of our company. Such indemnification covers expenses (including attorneys
fees) actually and reasonably incurred in connection with the defense or settlement of such suit.
There are good faith and other similar conduct requirements for such indemnification rights as
those imposed on other types of suits described above. However, if such persons are successful in
the merits of the actions, suits or proceedings described above, including suits initiated by or in
the right of our company, then they may be indemnified for actual and reasonable expenses without
having to meet the conduct requirements.
We have entered into indemnification agreements with each of our directors under which we
agree to indemnify each of them to the fullest extent permitted by applicable law and our articles
of association, from and against all costs, charges, expenses, liabilities and losses (including
attorneys fees) 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. Within 20 days after
our receipt of a written demand of such director, we will advance funds for the payment of
indemnification of these expenses.
61
D. Employees
We had 3,941 employees, 4,669 employees and 3,804 employees as of December 31, 2007, 2008 and
2009, respectively. The following table sets forth the number of our employees categorized by
function as of December 31, 2009.
|
|
|
|
|
Sales and account management |
|
|
1,622 |
|
Marketing and merchandising |
|
|
606 |
|
Technology and online operations |
|
|
511 |
|
Customer service and production |
|
|
565 |
|
Search and training consultants |
|
|
140 |
|
General and administrative |
|
|
360 |
|
|
|
|
|
Total |
|
|
3,804 |
* |
|
|
|
|
|
|
|
* |
|
Includes 595 temporary, part-time and contract employees. |
We believe that we maintain a good working relationship with our employees and we have not
experienced any significant labor disputes or any difficulty in recruiting staff for our
operations. Our employees are not represented by any collective bargaining agreements or labor
unions.
E. Share Ownership
There are no different voting rights among our shareholders. We are not aware of any
arrangement that may, at a subsequent date, result in a change of control of our company. For
information regarding the share ownership of our directors and officers, see Item 7. Major
Shareholders and Related Party Transactions Major Shareholders. For information as to stock
options granted to our directors, executive officers and other employees, see B. Compensation
Stock-Based Compensation Plans.
|
|
|
ITEM 7. |
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. Major Shareholders
The following table sets forth information with respect to the beneficial ownership of our
common shares as of March 31, 2010:
|
|
|
by each of our directors and executive officers; and |
|
|
|
|
each person known to us to own beneficially more than 5% of our common shares. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange
Commission and includes voting or investment power a person has with respect to the common shares.
A person is also deemed to be a beneficial owner of any securities of which that person has a right
to acquire beneficial ownership within 60 days. Percentage of beneficial ownership is based on
54,995,107 common shares outstanding as of March 31, 2010 and the number of common shares
underlying options held by such person as of that date. Except as otherwise noted, the address of
each person listed in the table is c/o 51job, Inc., Building 3, No. 1387, Zhang Dong Road, Shanghai
201203, Peoples Republic of China.
|
|
|
|
|
|
|
|
|
|
|
Common shares beneficially owned |
|
|
|
Number |
|
|
% |
|
Directors and executive officers: |
|
|
|
|
|
|
|
|
Rick Yan |
|
|
14,236,323 |
|
|
|
25.7 |
|
Kathleen Chien |
|
|
1,722,658 |
|
|
|
3.1 |
|
David K. Chao(1) |
|
|
550,321 |
|
|
|
* |
|
David Weimin Jin |
|
|
197,800 |
|
|
|
* |
|
Donald L. Lucas |
|
|
170,986 |
|
|
|
* |
|
Tao Wang |
|
|
151,126 |
|
|
|
* |
|
Jones Haijun Yu |
|
|
149,350 |
|
|
|
* |
|
Hiroyuki Honda(2) |
|
|
45,928 |
|
|
|
* |
|
All directors and executive officers as a group |
|
|
17,224,492 |
|
|
|
30.4 |
|
|
|
|
|
|
|
|
|
|
Principal shareholders: |
|
|
|
|
|
|
|
|
Recruit Co., Ltd.(2) |
|
|
23,325,231 |
|
|
|
42.4 |
|
Rick Yan |
|
|
14,236,323 |
|
|
|
25.7 |
|
|
|
|
(1) |
|
The address of David K. Chao is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
|
(2) |
|
The address for Hiroyuki Honda and Recruit Co., Ltd. is GranTokyo South Tower, 1-9-2
Marunouchi, Chiyoda-ku, Tokyo 100-6640, Japan. |
|
* |
|
Less than 1%. |
62
As of March 31, 2010, 2,461,246 of our common shares, representing 3.4% of our common shares
outstanding, were beneficially owned by a total of eight holders of record with addresses in the
United States. As of the same date, 9,854,261 of our ADSs, representing 19,708,522 common shares,
or 35.8% of our common shares outstanding, were held by a total of seven registered holders of
record with addresses in the United States. Since certain of these common shares and ADSs were held
by brokers or other nominees, the number of record holders in the U.S. may not be representative of
the number of beneficial holders or their country of residence.
In April 2006, entities affiliated with DCM, Rick Yan, Michael Lei Feng and Norman Lui, and
Kathleen Chien entered into a share purchase agreement with Recruit. Michael Lei Feng and Norman
Lui are co-founders and former executive officers of our company. Under the terms and conditions of
the share purchase agreement, Recruit purchased 23,325,231 common shares from these shareholders
during the period from April 2006 to June 2009.
B. Related Party Transactions
Contractual Arrangements Among Our Group Entities
The PRC government has regulated foreign ownership of advertising, human resource related
services and Internet content provision businesses. As a result, relationships and economic
arrangements among our subsidiaries, affiliated entities and their respective shareholders are
governed by a series of agreements. The material agreements which govern the relationships and
economic arrangements among our group entities are illustrated in the following chart and described
in greater detail below.
Technical and Consulting Service Agreements
Qian Cheng Technical and Consulting Service Agreement. WFOE and Qian Cheng have entered into a
technical and consulting service agreement dated as of May 3, 2004 under which WFOE has the
exclusive right to provide advertising related technical and consulting services to Qian Cheng.
Qian Cheng will pay service fees to WFOE based on the extent and nature of the services provided by
WFOE, as set forth in invoices issued by WFOE to Qian Cheng from time to time. The agreement has a
term of ten years and may be extended with the consent of the parties. This agreement is not
subject to early termination, other than by WFOE solely upon a default by Qian Cheng. Qian Cheng
has no early termination rights with respect to this agreement.
RAL Technical and Consulting Service Agreement. WFOE and RAL have entered into a technical and
consulting service agreement dated as of May 3, 2004 under which WFOE has the exclusive right to
provide software and web related technical and consulting services to RAL. RAL will pay service
fees to WFOE based on the extent and nature of the services provided by WFOE, as set forth in
invoices issued by WFOE to RAL from time to time. The agreement has a term of ten years and may be
extended with the consent of the parties. This agreement is not subject to early termination, other
than by WFOE solely upon a default by RAL. RAL has no early termination rights with respect to this
agreement.
63
Run An Technical and Consulting Service Agreement. WFOE and Run An have entered into a
technical and consulting service agreement dated as of September 11, 2007 under which WFOE has the
exclusive right to provide software and web related technical and consulting services to Run An.
Run An will pay service fees to WFOE based on the extent and nature of the services provided by
WFOE, as set forth in invoices issued by WFOE to Run An from time to time. The agreement has a term
of ten years and may be extended with the consent of the parties. This agreement is not subject to
early termination, other than by WFOE solely upon a default by Run An. Run An has no early
termination rights with respect to this agreement.
Equity Pledge Agreements
Qian Cheng Equity Pledge Agreement. As security for Qian Chengs obligations under the
technical and consulting service agreement, the shareholders of Qian Cheng have pledged all of
their equity interest in Qian Cheng to WFOE under an equity pledge agreement dated as of May 3,
2004. Upon the occurrence of certain defaults by Qian Cheng as defined in the Qian Cheng equity
pledge agreement, including any default by Qian Cheng in respect of any provisions of the Qian
Cheng technical and consulting service agreement, WFOE, as pledgee, will be entitled to certain
rights, including the right to sell the pledged equity interest. The shareholders of Qian Cheng
have agreed that they will not dispose of the pledged equity interest or take any actions that will
prejudice WFOEs interest under the Qian Cheng equity pledge agreement. The pledge cannot be
released until the discharge of all of Qian Chengs obligations under the Qian Cheng technical and
consulting service agreement. The parties have further agreed that WFOE has the right to approve
the appointment of directors and to recommend candidates to the board for positions of the general
manager and senior executives of Qian Cheng. The board may only choose from the candidates so
recommended by WFOE. In addition, during the ten-year term of the agreement, WFOE has the option to
purchase the equity interest in Qian Cheng to the maximum extent permitted under PRC laws. Upon the
expiration of the term, if and to the extent the option has not been exercised, WFOE is obligated
to purchase the equity interest in Qian Cheng to the extent permitted under PRC laws. In all cases,
the purchase price shall be the lowest price permitted under PRC laws.
RAL Equity Pledge Agreement. As security for RALs obligations under the technical and
consulting service agreement, the shareholders of RAL have pledged all of their equity interest in
RAL to WFOE under an equity pledge agreement dated as of May 3, 2004. Upon the occurrence of
certain defaults by RAL as defined in the RAL equity pledge agreement, including any default by RAL
in respect of any provisions of the RAL technical and consulting service agreement, WFOE, as
pledgee, will be entitled to certain rights, including the right to sell the pledged equity
interest. The shareholders of RAL have agreed that they will not dispose of the pledged equity
interest or take any actions that will prejudice WFOEs interest under the RAL equity pledge
agreement. The pledge cannot be released until the discharge of all of RALs obligations under the
RAL technical and consulting service agreement. The parties have further agreed that WFOE has the
right to approve the appointment of directors and to recommend candidates to the board for
positions of the general manager and senior executives of RAL. The board may only choose from the
candidates so recommended by WFOE. In addition, during the ten-year term of the agreement, WFOE has
the option to purchase the equity interest in RAL to the maximum extent permitted under PRC laws.
Upon the expiration of the term, if and to the extent the option has not been exercised, WFOE is
obligated to purchase the equity interest in RAL to the extent permitted under PRC laws. In the
case of an option held by a foreign entity, PRC law requires that the exercise price of the option
be determined at the time of exercise by reference to the appraised value of the underlying equity
interest. The exercise price determined by the parties may not be significantly lower than this
appraised value and must also be approved by relevant PRC regulatory authorities. To comply with
these regulations, the parties to the RAL equity pledge agreement have agreed that the exercise
price of the equity interest in RAL shall be the lowest price permitted by PRC law.
Run An Equity Pledge Agreement. As security for Run Ans obligations under the technical and
consulting service agreement, the shareholders of Run An have pledged all of their equity interest
in Run An to WFOE under an equity pledge agreement dated as of September 11, 2007. Upon the
occurrence of certain defaults by Run An as defined in the Run An equity pledge agreement,
including any default by Run An in respect of any provisions of the Run An technical and consulting
service agreement, WFOE, as pledgee, will be entitled to certain rights, including the right to
sell the pledged equity interest. The shareholders of Run An have agreed that they will not dispose
of the pledged equity interest or take any actions that will prejudice WFOEs interest under the
Run An equity pledge agreement. The pledge cannot be released until the discharge of all of Run
Ans obligations under the Run An technical and consulting service agreement. The parties have
further agreed that WFOE has the right to approve the appointment of directors and to recommend
candidates to the board for positions of the general manager and senior executives of Run An. The
board may only choose from the candidates so recommended by WFOE. In addition, during the ten-year
term of the agreement, WFOE has the option to purchase the equity interest in Run An to the maximum
extent permitted under PRC laws. Upon the expiration of the term, if and to the extent the option
has not been exercised, WFOE is obligated to purchase the equity interest in Run An to the extent
permitted under PRC laws.
In the case of an option held by a foreign entity, PRC law requires that the exercise price of
the option be determined at the time of exercise by reference to the appraised value of the
underlying equity interest. The exercise price determined by the parties may not be significantly
lower than this appraised value and must also be approved by relevant PRC regulatory authorities.
To comply with these regulations, the parties to the Run An equity pledge agreement have agreed
that the exercise price of the equity interest in Run An shall be the lowest price permitted by PRC
law.
64
Other Agreements
Loan Agreements. Tech JV has entered into loan agreements dated as of September 11, 2007 with
David Weimin Jin and Tao Wang, two of our executive officers, with the sole and exclusive purpose
to fund the capitalization of Run An. A loan amount of RMB3.0 million was provided to each
individual to acquire a 50% equity interest in Run An. The term of the interest-free loan
agreements is ten years from the date thereof.
Tech JV and RAL Cooperation Agreement. Tech JV and RAL have entered into a cooperation
agreement dated as of May 3, 2004 under which RAL agrees to provide human resource related services
to Tech JVs customers and post human resource related information on its website www.51job.com,
and Tech JV agrees to pay RAL an amount equal to the direct operating costs incurred by RAL, plus a
5% margin. In addition, Tech JV agrees to provide technical support to RAL in connection with its
provision of human resource related services and the development, construction and maintenance of
RALs website. The cooperation agreement has a term of ten years and may be extended with the
consent of the parties.
Domain Name License Agreement. 51net has entered into a domain name license agreement with RAL
dated as of May 3, 2008 under which 51net has granted to RAL the right to use the www.51job.com
domain name in the PRC in connection with RALs operation of its website. RAL is not permitted to
assign its right under this agreement to any third party. The license fee to be paid under the
domain name license agreement will be agreed to by both parties. The domain name license agreement
has a term of ten years and is renewable upon the written consent of 51net.
Call Option Agreement. 51net has entered into a call option agreement with Qian Cheng dated as
of August 1, 2002, and supplemented and amended as of May 3, 2004, under which 51net or its
designee is granted an irrevocable option to purchase all of Qian Chengs equity interest in Tech
JV and AdCo for RMB1.2 million or, if such purchase price is not permissible under the applicable
PRC laws, the lowest price permitted under then applicable PRC laws. In addition, Qian Cheng
granted 51net an irrevocable option to purchase any and all of its equity interests in the AdCo
Subsidiaries, including, without limitation, Wuhan AdCo, at the lowest price permitted under PRC
laws. The call option agreement has a term of ten years, which may be extended upon written consent
of the parties.
In the opinion of Jun He Law Offices, our PRC legal counsel, the agreements among our
subsidiaries, affiliated entities and their respective shareholders are valid and binding, and are
enforceable under, and will not result in any violation of, existing PRC laws or regulations, with
exception to the effectiveness of the pledges under the equity pledge agreements, which are subject
to registration with the relevant administrations of industry and commerce, and the trademark
license agreement, which may not be enforceable against bona fide third parties until registration
with the relevant trademark administration authorities. However, there are substantial
uncertainties regarding the interpretation and application of PRC laws and regulations, including
but not limited to the laws and regulations governing our business or the enforcement and
performance of our contractual arrangements in the event of the imposition of statutory liens,
death, bankruptcy and criminal proceedings. Accordingly, we cannot assure you that PRC regulatory
authorities will not take a view contrary to the opinion of our PRC legal counsel. See Item 3.
Key Information Risk Factors Risks Related to the Peoples Republic of China The PRC legal
system has inherent uncertainties that could materially and adversely affect us.
Stock Option Grants
We have granted options to purchase common shares in our company to certain of our employees,
directors and officers under our share option plans. As of December 31, 2009, there were
outstanding options to purchase an aggregate of 4,464,672 common shares in our company. For a
description of our share option plans and these option grants, see Item 6. Directors, Senior
Management and Employees Compensation Stock-Based Compensation Plans.
Investment in Coupon Advertising Services Company with Recruit
In August 2007, we entered into an agreement with Recruit to form a new company under Area
Link to provide coupon advertising services in China. Under the agreement as amended in August
2009, we may provide up to RMB32.8 million in financing to Area Link for the coupon company and
have the ability to acquire up to 40% of Area Links share capital. The coupon company launched its
inaugural issue in Shanghai in September 2007. We do not
participate in the management of this company, but we can and have nominated two of the five
directors to the board of the coupon company. The amount of financing we have provided to Area Link
for the coupon company totaled RMB15.9 million (US$2.3 million) as of December 31, 2009.
65
C. Interests of Experts and Counsel
Not applicable.
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ITEM 8. |
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FINANCIAL INFORMATION |
A. Consolidated Statements and Other Financial Information
See Item 18. Financial Statements for our audited consolidated financial statements filed
as part of this annual report.
Legal Proceedings
From time to time, we undertake legal action against entities that misappropriate the content
of our www.51job.com website, including recruitment advertisements and the design of our website,
our brands and trademarks, materials from our training courses and other proprietary intellectual
property. Our intellectual property is subject to theft and other unauthorized use, and our ability
to protect our intellectual property is limited. In addition, we may in the future be subject to
claims that we have infringed the intellectual property rights of others. See Item 3. Key
Information Risk Factors Risks Related to Our Business We may be exposed to infringement
or misappropriation claims by third parties, which, if successful, could cause us to pay
significant damage awards.
Dividend Policy
Since the incorporation of our company in 2000, we have never declared or paid any cash
dividends on our common shares. We have historically retained earnings to finance operations and
the expansion of our business. The timing, amount and form of future dividends, if any, will
depend, among other things, on our future results of operations and cash flow, our future
prospects, our capital requirements and surplus, the amount of distributions, if any, received by
us from our subsidiaries and our affiliated entities, and other factors deemed relevant by our
board of directors. Any future dividends on our common shares would be declared by and subject to
the discretion of our board of directors.
Holders of ADSs will be entitled to receive dividends, if any, subject to the terms of the
deposit agreement, to the same extent as holders of common shares, less the fees and expenses
payable under the deposit agreement, and after deduction of any applicable taxes.
B. Significant Changes
We have not experienced any significant changes since the date of our audited consolidated
financial statements included in this annual report.
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ITEM 9. |
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THE OFFER AND LISTING |
A. Offer and Listing Details
Our ADSs, each representing two of our common shares, have been trading on the Nasdaq Global
Select Market since September 29, 2004. Our ADSs are traded under the symbol JOBS.
66
The following table provides the high and low trading prices for our ADSs on the Nasdaq Global
Select Market for (i) the years ended December 31, 2005, 2006, 2007, 2008 and 2009, (ii) each of
the nine most recent fiscal quarters and (iii) each of the most recent six months.
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Sales price |
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High |
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Low |
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US$ |
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|
US$ |
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Annual highs and lows |
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2005 |
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53.50 |
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9.71 |
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2006 |
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31.90 |
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12.70 |
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2007 |
|
|
25.44 |
|
|
|
14.02 |
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2008 |
|
|
20.50 |
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|
|
6.00 |
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2009 |
|
|
20.50 |
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|
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6.00 |
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|
|
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Quarterly highs and lows |
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|
|
|
|
|
|
|
First quarter 2008 |
|
|
19.66 |
|
|
|
16.01 |
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Second quarter 2008 |
|
|
20.50 |
|
|
|
16.27 |
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Third quarter 2008 |
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|
18.54 |
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|
|
8.69 |
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Fourth quarter 2008 |
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|
10.20 |
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|
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6.00 |
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First quarter 2009 |
|
|
7.93 |
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|
|
6.00 |
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Second quarter 2009 |
|
|
12.20 |
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|
|
6.51 |
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Third quarter 2009 |
|
|
15.38 |
|
|
|
10.76 |
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Fourth quarter 2009 |
|
|
20.50 |
|
|
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13.13 |
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First quarter 2010 |
|
|
20.35 |
|
|
|
15.31 |
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|
|
|
|
|
|
|
|
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Monthly highs and lows |
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|
|
|
|
|
|
|
October 2009 |
|
|
16.45 |
|
|
|
13.13 |
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November 2009 |
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20.50 |
|
|
|
14.72 |
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December 2009 |
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|
19.50 |
|
|
|
16.66 |
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January 2010 |
|
|
19.33 |
|
|
|
15.75 |
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February 2010 |
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|
19.00 |
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|
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15.31 |
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March 2010 |
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20.35 |
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17.32 |
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April 2010 (through April 14) |
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19.69 |
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17.52 |
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B. Plan of Distribution
Not applicable.
C. Markets
Our ADSs, each representing two of our common shares, have been trading on the Nasdaq Global
Select Market since September 29, 2004 under the symbol JOBS.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
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ITEM 10. |
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ADDITIONAL INFORMATION |
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our amended and
restated memorandum and articles of association contained in our F-1 registration statement (File
No. 333-117194) filed with the Commission on September 29, 2004. Our shareholders adopted our
amended and restated memorandum and articles of association at an extraordinary shareholder meeting
on April 26, 2004.
67
C. Material Contracts
Except for the agreement discussed below, we have not entered into any material contracts
other than in the ordinary course of business and other than those described in Item 4.
Information on the Company or elsewhere in this annual report on Form 20-F.
In August 2007, we entered into a cooperation agreement with Recruit to form a new company
under Area Link to provide coupon advertising services in China. Under the agreement as amended in
August 2009, we may provide up to RMB32.8 million in financing to Area Link for the coupon company
and have the ability to acquire up to 40% of Area Links share capital. The amount of financing we
have provided to Area Link for the coupon company totaled RMB15.9 million (US$2.3 million) as of
December 31, 2009.
D. Exchange Controls
See Item 4. Information on the Company Business Overview Regulation Regulation of
Foreign Currency Exchange and Dividend Distribution Foreign Currency Exchange.
E. Taxation
The following summary of the material Cayman Islands, Peoples Republic of China and United
States federal income tax consequences of an investment in our ADSs or common shares is based upon
laws and relevant interpretations thereof in effect as of the date of this annual report, 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 common shares, such as the tax consequences under state, local and
other tax laws.
Cayman Islands Taxation
According to Maples and Calder, our counsel as to Cayman Islands law, the Cayman Islands
currently levies no taxes on individuals or corporations based upon profits, income, gains or
appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no
other taxes likely to be material to our company levied by the Government of the Cayman Islands
except for stamp duties that may be applicable on instruments executed in, or after execution
brought within the jurisdiction of, the Cayman Islands. The Cayman Islands are not party to any
double taxation treaties. There are no exchange control regulations or currency restrictions in the
Cayman Islands.
Peoples Republic of China
Under the EIT Law and its implementation rules, enterprises incorporated under the laws of
jurisdictions outside China with their de facto management bodies located within China may be
considered PRC resident enterprises and therefore subject to an EIT rate of 25% on their
worldwide income. Under the implementation regulations issued by the State Council relating to the
EIT Law, de facto management bodies is defined as the bodies that have material and overall
management control over the business, personnel, accounts and properties of an enterprise. We are a
Cayman Islands holding company and substantially all of our operational management is currently
based in China. However, the detailed implementation regulations are still in the process of
promulgation, and to our knowledge, there is a lack of clear guidance regarding the criteria
pursuant to which the PRC tax authorities will determine the tax residency of a company under the
EIT Law, other than for those enterprises established outside of China whose main holding investors
are enterprises established in China, which is available. It is unclear whether we may be
considered to be a resident enterprise by PRC tax authorities, which would make us subject to the
uniform 25% EIT rate as to our global income.
If we are considered a PRC resident enterprise under the EIT Law, our shareholders and ADS
holders who are deemed non-resident enterprises may be subject to an EIT rate of 10% upon the
dividends payable by us or upon any gains realized from the transfer of our common shares or ADSs,
if such income is deemed derived from China, provided that (i) such foreign enterprise investor has
no establishment or place of business in China, or (ii) it has establishment or place of business
in China but its income derived from China has no real connection with such establishment or place
of business.
Moreover, under the EIT Law and related regulations, dividends payable by a foreign-invested
enterprise, such as our PRC subsidiaries, to any of its foreign non-resident enterprise investors
shall be subject to a 10% withholding tax unless such foreign enterprise investors jurisdiction of
incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. We
are incorporated in the Cayman Islands which does not have such a tax treaty with China.
68
Certain United States Federal Income Tax Considerations
The following summarizes certain U.S. federal income tax consequences to a U.S. Holder, as
defined below, of the ownership and disposition of our ADSs or common shares as of the date of this
annual report.
Except where noted, this summary deals only with ADSs and common shares that are held as
capital assets by U.S. Holders. This summary does not describe all of the U.S. federal income tax
consequences applicable to U.S. Holders that are subject to special treatment under the U.S.
federal income tax laws, including:
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dealers in securities or currencies; |
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regulated investment companies; |
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financial institutions; |
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real estate investment trusts; |
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insurance companies; |
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tax-exempt organizations; |
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persons holding ADSs or common shares as part of a hedging, integrated or conversion
transaction, constructive sale or straddle; |
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traders in securities that have elected the mark-to-market method of accounting; |
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persons liable for alternative minimum tax; |
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partnerships or other pass-through entities for U.S. federal income tax purposes; |
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persons who own or are deemed to own 10% or more of our voting shares; or |
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persons whose functional currency is not the U.S. dollar. |
This summary is based in part on representations by the depositary and assumes that each
obligation under the deposit agreement and any related agreement will be performed in accordance
with its terms. Furthermore, the discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended, or the Code, and U.S. Treasury regulations, rulings and judicial
decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or
modified, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences
different from those discussed below.
A U.S. Holder that holds or is considering the disposition of ADSs or common shares should
consult its own tax advisor concerning the U.S. federal income tax consequences as well as any
consequences arising under the laws of any other taxing jurisdiction in light of the particular
circumstances of the U.S. Holder.
As used herein, the term U.S. Holder means a beneficial owner of ADSs or common shares that
is a U.S. person. A U.S. person is a person who is, for U.S. federal income tax purposes:
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an individual citizen or resident of the United States; |
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a corporation (or other entity taxable as a corporation for U.S. federal income tax
purposes) created or organized in or under the laws of the United States, any state
thereof, or the District of Columbia; |
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an estate the income of which is subject to U.S. federal income taxation, regardless of
its source; or |
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a trust if it is subject to the primary supervision of a court within the United States
and one or more U.S. persons have the authority to control all substantial decisions of
the trust or if the trust has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person. |
If a partnership holds ADSs or common shares, the tax treatment of a partner will generally
depend on the status of the partner and the activities of the partnership. A partner of a
partnership holding ADSs or common shares should consult its own tax advisors.
The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between
the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that
are inconsistent with the claiming of foreign tax credits for U.S. Holders of ADSs. Such actions
would also be inconsistent with the claiming of the reduced rate of tax, described below,
applicable to dividends received by certain non-corporate U.S. Holders. Accordingly, the analysis
of the creditability of foreign 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 intermediaries in the chain of ownership between the holder of an ADS and our company.
69
ADSs
In general, for U.S. federal income tax purposes, a U.S. Holder of ADSs will be treated as the
owner of the underlying common shares that are represented by such ADSs. Deposits and withdrawals
of common shares in exchange for ADSs will not be subject to U.S. federal income taxation.
Distributions on ADSs or Common Shares
Subject to the discussion under Passive Foreign Investment Company Rules below, the gross
amount of the distributions on the ADSs or common shares (including amounts withheld to reflect PRC
withholding taxes, if any) will be taxable to a U.S. Holder as dividends to the extent of our
current or accumulated earnings and profits, as determined under U.S. federal income tax
principles. Such income will be includable in a U.S. Holders gross income as ordinary income on
the day actually or constructively received by a U.S. Holder, in the case of common shares, or by
the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received
deduction allowed to corporations under U.S. federal income tax law. Subject to certain
limitations, dividends paid to non-corporate U.S. Holders, including individuals, in taxable years
beginning before January 1, 2011 will be eligible for a reduced rate of taxation if we are deemed
to be a qualified foreign corporation for U.S. federal income tax purposes. A qualified foreign
corporation includes:
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a foreign corporation that is eligible for the benefits of a comprehensive income tax
treaty with the United States which the U.S. Treasury determines to be satisfactory for
these purposes and which includes an exchange of information program; and |
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a foreign corporation if its shares with respect to which a dividend is paid or its
ADSs backed by such shares are readily tradable on an established securities market within
the United States, |
but does not include an otherwise qualified corporation that is a passive foreign investment
company, or a PFIC, in the taxable year in which the dividends are paid or the preceding taxable
year. We believe that we will be a qualified foreign corporation with respect to dividends paid on
our ADSs for so long as (i) we are not a PFIC and (ii) the ADSs are listed on the Nasdaq Global
Select Market or a national securities exchange in the United States, and thus are considered to be
readily tradable on an established securities market. However, our status as a qualified foreign
corporation may change. In addition, subject to the following sentence, we do not believe that
dividends that we pay on our common shares that are not represented by ADSs currently meet the
conditions required for these reduced tax rates. In the event that we are deemed to be a PRC
resident enterprise under the PRC tax law, we may be eligible for the benefits of the income tax
treaty between the United States and the PRC, and if we are eligible for such benefits, dividends
we pay on our common shares, regardless of whether such shares are represented by ADSs, would be
subject to the reduced rates of taxation. Non-corporate U.S. Holders that do not meet at minimum
holding period requirement during which they are not protected from the risk of loss or that elect
to treat the dividend income as investment income pursuant to section 163(d)(4) of the Code will
not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign
corporation. In addition, the rate reduction will not apply to dividends if the recipient of a
dividend is obligated to make related payments with respect to positions in substantially similar
or related property. This disallowance applies even if the minimum holding period has been met.
U.S. Holders should consult their own tax advisors regarding the application of these rules to
their particular circumstances.
Under the PRC tax law, if the dividends paid by us are deemed to be derived from sources
within the PRC, a U.S. Holder may be subject to PRC withholding taxes on dividends paid with
respect to the ADSs or common shares. Subject to certain conditions and limitations, PRC
withholding taxes on dividends, if any, may be treated as foreign taxes eligible for credit against
a U.S. Holders U.S. federal income tax liability. Dividends paid on the ADSs or common shares will
be treated as income from sources outside the United States and generally will constitute passive
category income for U.S. foreign tax credit limitation purposes. Furthermore, in certain
circumstances, if a U.S. Holder has held the ADSs or common shares for less than a specified
minimum period during which it is not protected from risk of loss, or is obligated to make payments
related to the dividends, the U.S. Holder will not be allowed a foreign tax credit for any PRC
withholding taxes imposed on dividends paid on the ADSs or common shares. The rules governing the
foreign tax credit are complex. U.S. Holders are urged to consult their own tax advisors regarding
the availability of the foreign tax credit under their particular circumstances.
To the extent that the amount of any distribution exceeds our current or accumulated earnings
and profits for a taxable year, as determined under U.S. federal income tax principles, the
distribution will first be treated as a tax-free return of capital, causing a reduction in the
adjusted basis of the ADSs or common shares (thereby increasing the amount of gain, or decreasing
the amount of loss, a U.S. Holder would recognize on a subsequent disposition of the ADSs or common
shares), and the balance in excess of adjusted basis will be taxed as capital gain. However, we do
not expect to provide U.S. Holders of common shares or ADSs with information regarding the amount
of our current or accumulated earnings and profits, as determined under U.S. federal income tax
principles. Therefore, U.S. Holders
should generally expect distributions to be treated as dividends for U.S. federal income tax
purposes (as discussed above).
70
Distributions of ADSs or common shares that are received as part of a pro rata distribution to
all of our common shareholders (including ADS holders) generally will not be subject to U.S.
federal income tax. The basis of the new ADSs or common shares so received will be determined by
allocating a U.S. Holders basis in the old ADSs or common shares between the old ADSs or common
shares and the new ADSs or common shares received, based on their relative fair market values on
the date of distribution.
Sale, Exchange or Other Disposition of ADSs or Common Shares
Subject to the discussion under Passive Foreign Investment Company Rules below, upon the
sale, exchange or other disposition of ADSs or common shares, a U.S. Holder generally will
recognize capital gain or loss equal to the difference between the amount realized upon the sale,
exchange or other disposition and the adjusted tax basis of the U.S. Holder in the ADSs or common
shares. A U.S. Holders tax basis in an ADS or a common share will be, in general, the price it
paid for that ADS or common share. The capital gain or loss generally will be long-term capital
gain or loss if, at the time of sale, exchange or other disposition, the U.S. Holder has held the
ADS or common share for more than one year. Net long-term capital gains of non-corporate U.S.
Holders, including individuals, are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations. Any gain or loss that a U.S. Holder recognizes generally
will be treated as gain or loss from sources within the United States for U.S. foreign tax credit
limitation purposes. However, in the event that we are deemed to be a PRC resident enterprise
under the PRC tax law, we may be eligible for the benefits of the income tax treaty between the
United States and the PRC. Under that treaty, if any PRC tax was to be imposed on any gain from the
sale, exchange or other disposition of the ADSs or common shares, the gain may be treated as
PRC-source income. U.S. Holders are urged to consult their own tax advisors regarding the tax
consequences if a foreign withholding tax is imposed on a disposition of ADSs or common shares,
including the availability of the foreign tax credit under their particular circumstances.
Passive Foreign Investment Company Rules
Based on the past composition of our income and valuation of our assets, including goodwill,
we believe that we were not a PFIC for our taxable year ending on December 31, 2009, although there
can be no assurance in this regard. However, due to the volatility of the market price of our
common shares, as represented by our ADSs, under recent market conditions, we believe that we may
be a PFIC for our current taxable year or that we may become one in the future. Under the Code, the
determination of whether we are a PFIC is made annually. Accordingly, our PFIC status for the
current taxable year cannot be determined with certainty until after the close of the current
taxable year. In particular, our PFIC status may be determined in large part based on the market
price of our common shares, as represented by our ADSs, which is likely to fluctuate (and may
fluctuate considerably given that the global capital markets have been experiencing extreme
volatility). Accordingly, fluctuations in the market price of our common shares, as represented by
our ADSs, may result in our being a PFIC in the current or any future taxable year.
In addition, as described under Item 3. Key Information Risk Factors Risks Related
to Our Corporate Structure, there exist substantial uncertainties regarding the application,
interpretation and enforcement of relevant current and future PRC laws and regulations and their
potential effect on our corporate structure and contractual arrangements with certain of our
affiliated PRC entities. There can be no assurance that the PRC regulatory authorities will not
take a view different from the opinions of our PRC counsel. Further, even if the uncertainties as
to PRC laws and regulations did not exist, there are also substantial uncertainties as to the
treatment of our corporate structure and ownership of these affiliated PRC entities for U.S.
federal income tax purposes. If it is determined that we do not own the stock of the affiliated PRC
entities for U.S. federal income tax purposes, we would likely be treated as a PFIC for our taxable
year ending on December 31, 2009 and any taxable year thereafter. If we are a PFIC for any taxable
year during which U.S. Holders hold our ADSs or common shares, the U.S. Holders will be subject to
special tax rules discussed below.
In general, we will be a PFIC for any taxable year in which either (i) at least 75% of our
gross income for the taxable year is passive income or (ii) at least 50% of the value (determined
on the basis of a quarterly average) of our assets held during the taxable year is attributable to
assets that produce or are held for the production of passive income. For this purpose, passive
income generally includes dividends, interest, royalties and rents (other than rents and royalties
derived in the active conduct of a trade or business and not derived from a related person). If we
own at least 25% by value of the equity shares of another corporation, we will be treated for
purposes of the PFIC tests as owning a proportionate share of the assets of the other corporation,
and as receiving directly a proportionate share of the other corporations income.
71
If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or common
shares, unless the
U.S. Holder makes a mark-to-market election or a qualified electing fund election, as
discussed below, such U.S. Holder will be subject to the following special tax rules.
Gain realized upon the sale or disposition of ADSs or common shares and distributions made to
a U.S. Holder by us during a taxable year with respect to the ADSs or common shares that are
excess distributions (defined generally as the excess of the amount received with respect to the
ADSs or common shares in the taxable year over 125% of the average amount received in the shorter
of either the three preceding years or a U.S. Holders holding period before the taxable year) must
be allocated ratably to each day of the U.S. Holders holding period. The amount allocated to the
current taxable year or any year before we became a PFIC will be included as ordinary income in a
U.S. Holders gross income for that year. The amount allocated to other prior taxable years will be
taxed as ordinary income at the highest rate in effect for the class of U.S. Holder, corporate or
non-corporate, in that prior year and the tax is subject to an interest charge at the rate
applicable to deficiencies in income taxes.
If we are a PFIC for any taxable year and any of our non-United States subsidiaries is also a
PFIC, a U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of
the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to
consult their own tax advisors about the application of the PFIC rules to any of our subsidiaries.
In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on
any dividends received from us in taxable years beginning prior to January 1, 2011, if we are a
PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.
In certain circumstances, instead of being subject to the excess distribution rules discussed
above, a U.S. Holder may make an election to include gain on the ADSs or common shares of a PFIC as
ordinary income under a mark-to-market method, provided that the ADSs or common shares are
regularly traded on a qualified exchange. Under current law, the mark-to-market election is only
available for ADSs or common shares that are regularly traded within the meaning of U.S. Treasury
regulations on certain designated U.S. exchanges and foreign exchanges that meet trading, listing,
financial disclosure and other requirements to be treated as a qualified exchange under applicable
U.S. Treasury regulations. The Nasdaq Global Select Market is a qualified exchange but no assurance
can be given that the ADSs will be regularly traded for the purposes of the mark-to-market
election.
If a U.S. Holder makes an effective mark-to-market election, the U.S. Holder will include each
year as ordinary income, rather than capital gain, the excess, if any, of the fair market value of
the U.S. Holders ADSs or common shares at the end of the taxable year over such U.S. Holders
adjusted basis in the ADSs or common shares, and will be permitted an ordinary loss in respect of
the excess, if any, of the adjusted basis of these ADSs or common shares over their fair market
value at the end of the taxable year, but only to the extent of the net amount previously included
in income as a result of the mark-to-market election. A U.S. Holders basis in the ADSs or common
shares will be adjusted to reflect any such income or loss amounts. Any gain or loss on the sale of
the ADSs or common shares will be ordinary income or loss, except that this loss will be ordinary
loss only to the extent of the previously included net mark-to-market gain. If a U.S. Holder makes
a mark-to-market election, it will be effective for the taxable year for which the election is made
and all subsequent taxable years unless the ADSs or common shares are no longer regularly traded on
a qualified exchange or the Internal Revenue Service consents to the revocation of the election.
Instead of being subject to the excess distribution rules discussed above, a U.S. holder of
shares in a PFIC alternatively may elect to have the company treated as a qualified electing fund,
provided that the company provides certain information to make such an election effective. However,
this option will not be available to U.S. Holders because we do not intend to provide such
information to U.S. Holders.
If a U.S. Holder owns ADSs or common shares during any year that we are a PFIC, the U.S.
Holder must file Internal Revenue Service Form 8621.
A U.S. Holder should consult its own tax advisors concerning the availability and the making
of a mark-to-market election and the U.S. federal income tax consequences of holding the ADSs or
common shares if we are deemed to be a PFIC in any taxable year.
Information Reporting and Backup Withholding
In general, unless a U.S. Holder belongs to a category of certain exempt recipients (such as
corporations), information reporting requirements will apply to distributions on ADSs or common
shares made within the United States and to the proceeds of sales of ADSs or common shares that are
effected through the U.S. office of a broker or the non-U.S. office of a broker that has certain
connections with the United States. Backup withholding may apply to these payments if a U.S. Holder
fails to provide a correct taxpayer identification number or certification of exempt status, fails
to report in full dividend and interest income or, in certain circumstances, fails to comply with
applicable certification requirements.
72
Any amounts withheld under the backup withholding rules will be allowed as a refund or a
credit against a U.S. Holders U.S. federal income tax, provided the U.S. Holder furnishes the
required information to the Internal Revenue Service in a timely manner.
F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
We have previously filed with the Commission our registration statement on Form F-1 and
prospectus under the Securities Act of 1933, as amended, with respect to our ADSs.
We are subject to the periodic reporting and other informational requirements of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the Exchange Act, we are
required to file reports, including annual reports on Form 20-F, and other information with the
Securities and Exchange Commission, or the SEC. As a foreign private issuer, we are exempt from the
rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy
statements, and officers, directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
The registration statements, reports and other information so filed can be 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 for further information on the operation of the
public reference rooms. The SEC also maintains a website at www.sec.gov that contains reports,
proxy and information statements, and other information regarding registrants that make electronic
filings with the SEC using its EDGAR system.
Our financial statements have been prepared in accordance with U.S. GAAP.
Each year, we furnish our shareholders with an annual report containing a review of operations
and annual audited consolidated financial statements prepared in conformity with U.S. GAAP.
I. Subsidiary Information
Not applicable.
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ITEM 11. |
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk
Our exposure to interest rate risk for changes in interest rates relates primarily to the
interest income generated by excess cash deposited in banks. As of December 31, 2009, we had cash
and short-term investments of RMB1,214.7 million (US$178.0 million). Cash consist of cash on hand
and in banks, and short-term investments consist of certificates of deposit with maturities between
three months and one year.
The carrying amounts of cash, short-term investments, accounts receivable and other
receivables represent our principal exposure to credit risk in relation to our financial assets. As
of December 31, 2009, approximately 15% of our cash were held in uninsured accounts at major
financial institutions located in the United States and the remainder in uninsured accounts located
in China and Hong Kong that we believe are of acceptable credit quality. We have not used any
derivative financial instruments to hedge interest rate risk. We have not been exposed nor do we
anticipate being exposed to material risks due to changes in interest rates, although our future
interest income may fluctuate in line with changes in interest rates. The risk associated with
fluctuating interest rates is principally confined to our cash deposits in banks, and, therefore,
our exposure to interest rate risk is minimal.
A hypothetical 10% increase in the average applicable interest rate for our demand deposits
would result in an increase of approximately RMB1.5 million (US$0.2 million) in interest income
from the assumed average cash and short-term investments balance in 2009.
73
Foreign Exchange Risk
Substantially all of our revenue generating operations are transacted in the Renminbi, which
is not fully convertible into foreign currencies, and a significant portion of our liabilities are
denominated in Renminbi. As a result, the conversion of our revenues is subject to PRC regulatory
restrictions on currency conversion and we are exposed to risks posed by fluctuations in the
foreign exchange market. The value of the Renminbi against the U.S. dollar and other currencies may
fluctuate and is affected by, among other things, changes in the PRCs political and economic
conditions. In July 2005, the PRC government changed its policy of pegging the value of the
Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a
narrow and managed band against a basket of certain foreign currencies. This change in policy
resulted in an appreciation in the value of the Renminbi against the U.S. dollar of approximately
6.5% in 2007 and 6.5% in 2008. Correspondingly, we recognized a loss from foreign currency
translation of RMB18.1 million in 2007 and RMB17.7 million in 2008. The value of the Renminbi
against the U.S. dollar was relatively stable in 2009. However, it is possible that the Chinese
government could adopt a more flexible currency policy in the future. As a portion of our assets
are denominated in U.S. dollars, future upward revaluations of the Renminbi could result in charges
to our income statement and reductions in the value of these assets. In addition, as we rely
entirely on dividends, royalty payments and other fees paid to us in Renminbi by our subsidiaries
and affiliated entities in the PRC, future downward revaluations of the Renminbi may materially and
adversely affect our cash flows, revenues and financial condition, and the value of, and any
dividends payable on, our ADSs in foreign currency terms.
Based on the amount of our cash and short-term investments denominated in U.S. dollar as of
December 31, 2009, a 10% change in the exchange rates between the Renminbi and the U.S. dollar
would result in an increase or decrease of RMB18.0 million (US$2.6 million) in our cash and
short-term investments.
We have not used any forward contracts or currency borrowings to hedge our exposure to foreign
currency risk. See Item 3. Key Information Risk Factors Risks Related to the Peoples
Republic of China The fluctuation of the Renminbi may materially and adversely affect your
investment.
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ITEM 12. |
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DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Fees Paid by Our ADS Holders
ADS holders will be charged a fee for each issuance of ADSs, including issuances resulting
from distributions of shares, rights and other property, and for each surrender of ADSs in exchange
for deposited securities. The fee in each case is $5.00 for each 100 ADSs (or any portion thereof)
issued or surrendered.
The following additional charges will be incurred by the ADS holders, by any party depositing
or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split declared by us or an
exchange of stock regarding the ADSs or the deposited securities or a distribution of ADRs),
whichever is applicable:
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a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration
ADRs, in each case, on the books of the;depositary; |
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a fee of $0.02 or less per ADS (or portion thereof) for any cash distribution made
pursuant to the deposit agreement; |
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a fee of $0.02 per ADS (or portion thereof) per year to cover such expenses as are
incurred by the depositary in administering our ADS program (which fee shall be assessed
against holders of ADSs as of the record date set by the depositary not more than once
each calendar year and is payable in the manner described in the next succeeding
provision); |
74
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any other charge payable by any of the depositary, any of the depositarys agents,
including, without limitation, the custodian, or the agents of the depositarys agents in
connection with the servicing of our shares or other deposited securities (which charge
will be assessed against registered holders of our ADSs as of the record date or dates set
by the depositary and will be payable at the sole discretion of the depositary by billing
such registered holders or by deducting such charge from one or more cash dividends or
other cash distributions); |
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a fee for the distribution of securities, such fee being in an amount equal to the fee
for the execution and delivery of ADSs which would have been charged as a result of the
deposit of such securities (treating all such securities as if they were shares) but which
securities or the net cash proceeds from the sale thereof are instead distributed by the
depositary to those holders entitled thereto; |
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stock transfer or other taxes and other governmental charges; |
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cable, telex and facsimile transmission and delivery charges incurred at the request of the ADS holders; |
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transfer or registration fees for the registration of transfer of deposited securities
on any applicable register in connection with the deposit or withdrawal of deposited
securities; |
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expenses of the depositary in connection with the conversion of foreign currency into
U.S. dollars; and |
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such fees and expenses as are incurred by the depositary (including without limitation
expenses incurred in connection with compliance with foreign exchange control regulations
or any law or regulation relating to foreign investment) in delivery of deposited
securities or otherwise in connection with the depositarys or its custodians compliance
with applicable law, rule or regulation. |
We will pay all other charges and expenses of the depositary and any agent of the depositary
(except the custodian) pursuant to agreements from time to time between us and the depositary. The
fees described above may be amended from time to time.
Fees and Payments from the Depositary to Us
In 2009, we received from our depositary, JPMorgan Chase Bank, a reimbursement of US$120,000
for our expenses incurred in connection with the advancement of our ADR and investor relations
programs, including legal fees, investor relations expenses, and other expenses related to our
ongoing compliance with Nasdaq and SEC rules and regulations. In addition, the depositary waived
costs payable by us of US$38,732 related to the maintenance of the ADR program, database
subscription fees and other services.
The depositary has agreed to reimburse us for our expenses incurred in connection with our ADR
and investor relations programs in the future. There are limits on the amount of expenses for which
the depositary will reimburse us, but the amount of reimbursement is not related to the amount of
fees the depositary collects from ADS holders.
75
PART II
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ITEM 13. |
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DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
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ITEM 14. |
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
Not applicable.
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ITEM 15. |
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CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, our management, with the participation of our chief executive officer and chief
financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as
defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this annual
report. Based on that evaluation, our management has concluded that, as of the end of the period
covered by this annual report, our disclosure controls and procedures were effective.
Managements Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) under the Exchange Act, for our company. Our
internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. GAAP. Included in our internal control over financial
reporting are policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are
being made only in accordance with authorizations from our management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can
provide only reasonable assurance with respect to consolidated financial statement preparation and
presentation and may not prevent or detect misstatements. In addition, projections of any
evaluation of effectiveness of our internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated
by the Securities and Exchange Commission, our management has assessed the effectiveness of our
internal control over financial reporting as of December 31, 2009 based on criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, our management has concluded that our internal
control over financial reporting was effective as of December 31, 2009.
Our independent registered public accounting firm, PricewaterhouseCoopers Zhong Tian CPAs
Limited Company, has audited the effectiveness of our companys internal control over financial
reporting as of December 31, 2009, as stated in its report, which appears on page F-2 of this Form
20-F.
Changes in Internal Control Over Financial Reporting
There were no significant changes in our internal control over financial reporting during the
period covered by this annual report on Form 20-F that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
76
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ITEM 16A. |
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AUDIT COMMITTEE FINANCIAL EXPERT |
Our board of directors has concluded that Mr. Donald L. Lucas, an independent director, meets
the criteria for an audit committee financial expert as established by the U.S. Securities and
Exchange Commission. See Item 6. Directors, Senior Management and Employees Board
Practices.
Our board of directors has adopted a code of ethics that applies to our directors, officers
and employees, including our principal executive officer, principal financial officer, principal
accounting officer or controller and any other persons who perform similar functions for us. We
have posted our code of business conduct and ethics on our website at ir.51job.com.
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ITEM 16C. |
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PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The following table sets forth the audit fees in connection with the professional services
rendered by PricewaterhouseCoopers Zhong Tian CPAs Limited Company, our principal external
auditors, for the periods indicated. Audit fees relate to aggregate fees billed for the audit of
our annual financial statements and the review of our quarterly financial results. We did not pay
any audit related, tax related or other fees to our auditors during the periods indicated below.
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(in thousands) |
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2008 |
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2009 |
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2009 |
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RMB |
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RMB |
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US$ |
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Audit fees |
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4,406 |
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3,533 |
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518 |
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Pre-Approved Policies and Procedures
Our audit committee pre-approves audit engagement terms and fees prior to the commencement of
any audit work, other than that which may be necessary for the independent auditors to prepare the
proposed audit approach, scope and fee estimates. The independent auditors annually submit to us a
written proposal that details all audit and audit related services. Audit fees are fixed and
contained in the proposal, and the audit committee reviews the nature and dollar value of services
to be provided under such proposal. Any revisions to such proposal after the engagement has begun
are reviewed and pre-approved by the audit committee.
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ITEM 16D. |
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EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable.
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ITEM 16E. |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
In September 2008, our board of directors and shareholders approved a share repurchase
program, which provided authorization to purchase up to US$25 million worth of our outstanding
ADSs. Since the inception of the program, we have purchased 948,896 ADSs, or 1,897,792 common
shares, through open-market transactions for an aggregate consideration of approximately US$9.6
million, including transaction fees.
77
The following table sets forth certain information related to purchases made by us of our ADSs
under the program:
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Total number of |
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Approximate dollar value |
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Total number |
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ADSs purchased as |
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of ADSs that may yet be |
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of ADSs |
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Average price |
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part of publicly |
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purchased under the |
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Period |
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purchased |
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paid per ADS |
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announced program |
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program |
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US$ |
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|
RMB(1) |
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US$ |
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RMB(1) |
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November 2008 |
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25,251 |
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6.56 |
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44.81 |
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25,251 |
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24,834,000 |
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169,516,000 |
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December 2008 |
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111,576 |
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6.71 |
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45.78 |
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136,827 |
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24,086,000 |
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164,408,000 |
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January 2009 |
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72,528 |
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6.50 |
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44.38 |
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209,355 |
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23,614,000 |
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161,189,000 |
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February 2009 |
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108,275 |
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6.95 |
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47.42 |
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317,630 |
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22,862,000 |
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156,054,000 |
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March 2009 |
|
|
55,217 |
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6.87 |
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46.89 |
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372,847 |
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22,483,000 |
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153,465,000 |
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April 2009 |
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|
43,672 |
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7.28 |
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49.70 |
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416,519 |
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|
22,165,000 |
|
|
|
151,295,000 |
|
May 2009 |
|
|
33,352 |
|
|
|
8.81 |
|
|
|
60.12 |
|
|
|
449,871 |
|
|
|
21,871,000 |
|
|
|
149,290,000 |
|
June 2009 |
|
|
71,171 |
|
|
|
8.94 |
|
|
|
61.00 |
|
|
|
521,042 |
|
|
|
21,235,000 |
|
|
|
144,848,000 |
|
July 2009 |
|
|
202,273 |
|
|
|
11.51 |
|
|
|
78.53 |
|
|
|
723,315 |
|
|
|
18,908,000 |
|
|
|
129,063,000 |
|
August 2009 |
|
|
26,984 |
|
|
|
12.15 |
|
|
|
82.96 |
|
|
|
750,299 |
|
|
|
18,580,000 |
|
|
|
126,825,000 |
|
September 2009 |
|
|
44,306 |
|
|
|
13.75 |
|
|
|
93.84 |
|
|
|
794,605 |
|
|
|
17,971,000 |
|
|
|
122,667,000 |
|
October 2009 |
|
|
44,823 |
|
|
|
14.21 |
|
|
|
96.99 |
|
|
|
839,428 |
|
|
|
17,334,000 |
|
|
|
118,319,000 |
|
November 2009 |
|
|
6,599 |
|
|
|
14.74 |
|
|
|
100.64 |
|
|
|
846,027 |
|
|
|
17,237,000 |
|
|
|
117,655,000 |
|
December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
846,027 |
|
|
|
17,237,000 |
|
|
|
117,655,000 |
|
January 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
846,027 |
|
|
|
17,237,000 |
|
|
|
117,655,000 |
|
February 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
846,027 |
|
|
|
17,237,000 |
|
|
|
117,655,000 |
|
March 2010 |
|
|
77,776 |
|
|
|
18.16 |
|
|
|
123.98 |
|
|
|
923,803 |
|
|
|
15,824,000 |
|
|
|
108,012,000 |
|
April 2010 (through April 14) |
|
|
25,093 |
|
|
|
18.03 |
|
|
|
123.10 |
|
|
|
948,896 |
|
|
|
15,371,000 |
|
|
|
104,923,000 |
|
|
|
|
(1) |
|
The translations of U.S. dollar amounts into Renminbi amounts have been made at the noon
buying rate in effect on December 31, 2009, which was US$1.00 to RMB6.8259. See Introduction
and Part I. Item 3. Key Information Selected Financial Data Exchange Rate
Information. |
|
|
|
ITEM 16F. |
|
CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT |
Not applicable.
|
|
|
ITEM 16G. |
|
CORPORATE GOVERNANCE |
Nasdaq Listing Rule 5615(a)(3) permits foreign private issuers like us to follow home country
practice with respect to certain corporate governance matters. We are committed to a high standard
of corporate governance and we do not believe that there are any significant differences between
our corporate governance practices and those of U.S. domestic companies under the Nasdaq Listing
Rules.
In March 2010, we received a letter from Nasdaq stating that due to the death of our
independent director, Dr. Xiaoyue Chen, we no longer complied with Nasdaqs independent director
and audit committee requirements as set forth in Listing Rule 5605. We are seeking to add a new
independent director to our board of directors and the audit committee by the next annual
shareholders meeting in accordance with applicable securities laws and the Nasdaq Listing Rules.
78
PART III
|
|
|
ITEM 17. |
|
FINANCIAL STATEMENTS |
We have elected to provide financial statements pursuant to Item 18.
|
|
|
ITEM 18. |
|
FINANCIAL STATEMENTS |
The consolidated financial statements for 51job, Inc. and its subsidiaries are included at the
end of this annual report.
|
|
|
|
|
Exhibits |
|
Description |
|
|
|
|
|
|
1.1 |
|
|
Amended and Restated Memorandum and Articles of Association
(incorporated by reference to Exhibit 3.1 from our Registration
Statement on Form F-1 (File No. 333-117194) filed with the
Securities and Exchange Commission on July 7, 2004) |
|
|
|
|
|
|
2.1 |
|
|
Specimen of Share Certificate (incorporated by reference to
Exhibit 4.1 from our Registration Statement on Form F-1 (File No.
333-117194) filed with the Securities and Exchange Commission on
July 7, 2004) |
|
|
|
|
|
|
2.2 |
|
|
Specimen of American Depositary Receipt (incorporated by
reference to Exhibit 4.2 from our Registration Statement on Form
F-1 (File No. 333-117194) filed with the Securities and Exchange
Commission on August 2, 2004) |
|
|
|
|
|
|
2.3 |
|
|
Form of Deposit Agreement among 51job, Inc., JPMorgan Chase Bank,
as Depositary, and Holders and Beneficial Holders from time to
time of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder, including the form of
American Depositary Receipt (incorporated by reference to the
Registration Statement on Form F-6 (File No. 333-117254) filed
with the Securities and Exchange Commission with respect to
American Depositary Shares representing common shares on July 9,
2004) |
|
|
|
|
|
|
4.1 |
|
|
2000 Stock Option Plan (incorporated by reference to Exhibit 10.1
from our Registration Statement on Form F-1 (File No. 333-117194)
filed with the Securities and Exchange Commission on July 7,
2004) |
|
|
|
|
|
|
4.2 |
|
|
2009 Share Option Plan (incorporated by reference to Exhibit 99.2
from our Form 6-K (File No. 000-50841) filed with the Securities
and Exchange Commission on July 30, 2009) |
|
|
|
|
|
|
4.3 |
|
|
Form of Employment, Confidential Information and Invention
Assignment Agreement (incorporated by reference to Exhibit 10.2
from our Registration Statement on Form F-1 (File No. 333-117194)
filed with the Securities and Exchange Commission on July 7,
2004) |
|
|
|
|
|
|
4.4 |
|
|
Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.3 from our Registration Statement on Form F-1 (File
No. 333-117194) filed with the Securities and Exchange Commission
on July 7, 2004) |
|
|
|
|
|
|
4.5 |
|
|
Form of Investor Rights Agreement (incorporated by reference to
Exhibit 10.5 from our Registration Statement on Form F-1 (File
No. 333-117194) filed with the Securities and Exchange Commission
on July 7, 2004) |
|
|
|
|
|
|
4.6 |
|
|
Loan Agreements dated as of September 11, 2007 between Qianjin
Network Information Technology (Shanghai) Co., Ltd. and the
shareholders of Beijing Run An Information Consultancy Co., Ltd.
(incorporated by reference to Exhibit 4.5 from our Annual Report
on Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008) |
|
|
|
|
|
|
4.7 |
|
|
Technical and Consulting Service Agreement dated as of May 3,
2004, as amended as of July 2, 2004, between Shanghai Run An Lian
Information Consultancy Co., Ltd. and Qian Cheng Wu You Network
Information Technology (Beijing) Co., Ltd. (incorporated by
reference to Exhibit 10.7 from our Registration Statement on Form
F-1 (File No. 333-117194) filed with the Securities and Exchange
Commission on July 7, 2004) |
79
|
|
|
|
|
Exhibits |
|
Description |
|
|
|
|
|
|
4.8 |
|
|
Technical and Consulting Service Agreement dated as of May 3, 2004,
as amended as of July 2, 2004, between Beijing Qian Cheng Si Jin
Advertising Co., Ltd. and Qian Cheng Wu You Network Information
Technology (Beijing) Co., Ltd. (incorporated by reference to Exhibit
10.8 from our Registration Statement on Form F-1 (File No.
333-117194) filed with the Securities and Exchange Commission on July
7, 2004) |
|
|
|
|
|
|
4.9 |
|
|
Technical and Consulting Service Agreement dated as of September 11,
2007 between Beijing Run An Information Consultancy Co. Ltd. and Qian
Cheng Wu You Network Information Technology (Beijing) Co., Ltd.
(incorporated by reference to Exhibit 4.8 from our Annual Report on
Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008) |
|
|
|
|
|
|
4.10 |
|
|
Equity Pledge Agreement dated as of May 3, 2004 between Qian Cheng Wu
You Network Information Technology (Beijing) Co., Ltd. and the
shareholders of Shanghai Run An Lian Information Consultancy Co.,
Ltd. (incorporated by reference to Exhibit 10.9 from our Registration
Statement on Form F-1 (File No. 333-117194) filed with the Securities
and Exchange Commission on July 7, 2004) |
|
|
|
|
|
|
4.11 |
|
|
Equity Pledge Agreement dated as of May 3, 2004 between Qian Cheng Wu
You Network Information Technology (Beijing) Co., Ltd. and the
shareholders of Beijing Qian Cheng Si Jin Advertising Co., Ltd.
(incorporated by reference to Exhibit 10.10 from our Registration
Statement on Form F-1 (File No. 333-117194) filed with the Securities
and Exchange Commission on July 7, 2004) |
|
|
|
|
|
|
4.12 |
|
|
Equity Pledge Agreement dated as of September 11, 2007 between Qian
Cheng Wu You Network Information Technology (Beijing) Co., Ltd. and
the shareholders of Beijing Run An Information Consultancy Co., Ltd.
(incorporated by reference to Exhibit 4.11 from our Annual Report on
Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008) |
|
|
|
|
|
|
4.13 |
|
|
Investment Capital Transfer Agreement dated as of September 11, 2007
among the shareholders of Beijing Run An Information Consultancy Co.,
Ltd. (incorporated by reference to Exhibit 4.12 from our Annual
Report on Form 20-F for the year ended December 31, 2007 filed with
the Securities and Exchange Commission on June 28, 2008) |
|
|
|
|
|
|
4.14 |
|
|
Share Transfer Agreement dated as of November 20, 2007 among the
shareholders of Shanghai Run An Lian Information Consultancy Co.,
Ltd. (incorporated by reference to Exhibit 4.13 from our Annual
Report on Form 20-F for the year ended December 31, 2007 filed with
the Securities and Exchange Commission on June 28, 2008) |
|
|
|
|
|
|
4.15 |
|
|
Share Transfer Agreement dated as of November 12, 2007 between the
shareholders of Beijing Qian Cheng Si Jin Advertising Co., Ltd.
(incorporated by reference to Exhibit 4.14 from our Annual Report on
Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008) |
|
|
|
|
|
|
4.16 |
|
|
Cooperation Agreement dated as of May 3, 2004 between Shanghai Run An
Lian Information Consultancy Co., Ltd. and Qianjin Network
Information Technology (Shanghai) Co., Ltd. (incorporated by
reference to Exhibit 10.11 from our Registration Statement on Form
F-1 (File No. 333-117194) filed with the Securities and Exchange
Commission on July 7, 2004) |
|
|
|
|
|
|
4.17 |
|
|
Supplemental Agreement to the Cooperation Agreement effective as of
April 1, 2007 between Shanghai Run An Lian Information Consultancy
Co., Ltd. and Qianjin Network Information Technology (Shanghai) Co.,
Ltd. (incorporated by reference to Exhibit 4.10 from our Annual
Report on Form 20-F for the year ended December 31, 2006 filed with
the Securities and Exchange Commission on June 28, 2007) |
|
|
|
|
|
|
4.18 |
|
|
Domain Name License Agreement dated as of May 3, 2008 between
Shanghai Run An Lian Information Consultancy Co., Ltd. and 51net.com
Inc. (incorporated by reference to Exhibit 4.17 from our Annual
Report on Form 20-F for the year ended December 31, 2008 filed with
the Securities and Exchange Commission on April 29, 2009) |
|
|
|
|
|
|
4.19 |
|
|
Call Option Agreement dated as of August 1, 2002, as supplemented and
amended as of May 3, 2004, between Beijing Qian Cheng Si Jin
Advertising Co., Ltd. and 51net.com Inc. (incorporated by reference
to Exhibit 10.13 from our Registration Statement on Form F-1 (File
No. 333-117194) filed with the Securities and Exchange Commission on
July 7, 2004) |
80
|
|
|
|
|
Exhibits |
|
Description |
|
|
|
|
|
|
4.20 |
* |
|
Share Transfer Agreement dated as of April 26, 2009 between 51net.com Inc.
and Wuhan Mei Hao Qian Cheng Advertising Co., Ltd. |
|
|
|
|
|
|
4.21 |
* |
|
Share Transfer Agreement dated as of June 19, 2009 between Shanghai
Qianjin Advertising Co., Ltd. and Beijing Qian Cheng Si Jin Advertising
Co., Ltd. |
|
|
|
|
|
|
4.22 |
|
|
Cooperation Agreement dated as of August 9, 2007, as amended as of March
27, 2008, between 51job, Inc. and Recruit Co., Ltd. (incorporated by
reference to Exhibit 4.21 from our Annual Report on Form 20-F for the year
ended December 31, 2007 filed with the Securities and Exchange Commission
on June 28, 2008) |
|
|
|
|
|
|
4.23 |
* |
|
Amendment No. 2 to the Cooperation Agreement dated as of August 28, 2009
between 51job, Inc. and Recruit Co., Ltd. |
|
|
|
|
|
|
8.1 |
* |
|
List of subsidiaries of 51job, Inc. |
|
|
|
|
|
|
11.1 |
|
|
Code of Business Conduct and Ethics (incorporated by reference to Exhibit
10.6 from our Registration Statement on Form F-1 (File No. 333-117194)
filed with the Securities and Exchange Commission on July 7, 2004) |
|
|
|
|
|
|
12.1 |
* |
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
12.2 |
* |
|
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
13.1 |
* |
|
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
13.2 |
* |
|
CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
15.1 |
* |
|
Consent of Maples and Calder |
|
|
|
|
|
|
15.2 |
* |
|
Consent of Jun He Law Offices |
|
|
|
|
|
|
15.3 |
* |
|
Consent of PricewaterhouseCoopers Zhong Tian CPAs Limited Company |
|
|
|
* |
|
Filed with this annual report on Form 20-F. |
81
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual
report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.
|
|
|
|
|
|
51job, Inc.
|
|
|
By: |
/s/ Rick Yan
|
|
|
|
Name: |
Rick Yan |
|
|
|
Title: |
President and Chief Executive Officer |
|
Date: April 16, 2010
82
51JOB, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
|
|
|
|
|
|
|
|
F-2 |
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
|
|
|
|
|
F-4 |
|
|
|
|
|
|
|
|
|
F-5 |
|
|
|
|
|
|
|
|
|
F-6 |
|
|
|
|
|
|
|
|
|
F-7 |
|
|
|
|
|
|
|
|
|
F-24 |
|
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of 51job, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated
statements of operations and comprehensive income, of changes in shareholders equity and of cash
flows present fairly, in all material respects, the financial position of 51job, Inc. and its
subsidiaries at December 31, 2009 and December 31, 2008, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2009 in conformity
with accounting principles generally accepted in United States of America. In addition, in our
opinion, the financial statement schedule listed in the accompanying index presents fairly, in all
material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2009, based on
criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible
for these financial statements and financial statement schedule, for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, appearing in Item 15 of this Form 20-F. Our responsibility is to express
opinions on these financial statements, on the financial statement schedule and on the Companys
internal control over financial reporting based on our integrated audits. We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the
financial statements included 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. Our
audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company
Shanghai, the Peoples Republic of China
April 16, 2010
F-2
51JOB, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except number of shares and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share data) |
|
Note |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2009 |
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ (Note 2(c)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
|
|
430,621 |
|
|
|
359,234 |
|
|
|
279,467 |
|
|
|
40,942 |
|
Online recruitment services |
|
|
|
|
282,688 |
|
|
|
312,121 |
|
|
|
332,987 |
|
|
|
48,783 |
|
Other human resource related revenues |
|
|
|
|
130,957 |
|
|
|
189,062 |
|
|
|
204,666 |
|
|
|
29,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
844,266 |
|
|
|
860,417 |
|
|
|
817,120 |
|
|
|
119,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Business and related taxes |
|
|
|
|
(44,982 |
) |
|
|
(44,939 |
) |
|
|
(43,173 |
) |
|
|
(6,325 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
|
|
799,284 |
|
|
|
815,478 |
|
|
|
773,947 |
|
|
|
113,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services(1) |
|
|
|
|
(349,022 |
) |
|
|
(377,487 |
) |
|
|
(305,722 |
) |
|
|
(44,789 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
450,262 |
|
|
|
437,991 |
|
|
|
468,225 |
|
|
|
68,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
(181,230 |
) |
|
|
(215,228 |
) |
|
|
(214,400 |
) |
|
|
(31,410 |
) |
General and administrative |
|
|
|
|
(128,347 |
) |
|
|
(125,981 |
) |
|
|
(133,511 |
) |
|
|
(19,560 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
(309,577 |
) |
|
|
(341,209 |
) |
|
|
(347,911 |
) |
|
|
(50,970 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
140,685 |
|
|
|
96,782 |
|
|
|
120,314 |
|
|
|
17,625 |
|
Loss from foreign currency translation |
|
|
|
|
(18,134 |
) |
|
|
(17,732 |
) |
|
|
(234 |
) |
|
|
(34 |
) |
Interest and investment income |
|
|
|
|
24,635 |
|
|
|
26,400 |
|
|
|
15,083 |
|
|
|
2,210 |
|
Other income |
|
|
|
|
1,793 |
|
|
|
2,327 |
|
|
|
9,554 |
|
|
|
1,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
|
|
148,979 |
|
|
|
107,777 |
|
|
|
144,717 |
|
|
|
21,201 |
|
Income tax expense |
|
8 |
|
|
(45,402 |
) |
|
|
(31,176 |
) |
|
|
(32,205 |
) |
|
|
(4,718 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
103,577 |
|
|
|
76,601 |
|
|
|
112,512 |
|
|
|
16,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustments |
|
|
|
|
419 |
|
|
|
374 |
|
|
|
13 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
103,996 |
|
|
|
76,975 |
|
|
|
112,525 |
|
|
|
16,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
1.84 |
|
|
|
1.35 |
|
|
|
2.03 |
|
|
|
0.30 |
|
Diluted |
|
|
|
|
1.83 |
|
|
|
1.35 |
|
|
|
2.02 |
|
|
|
0.30 |
|
Earnings per ADS(2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
3.68 |
|
|
|
2.71 |
|
|
|
4.05 |
|
|
|
0.59 |
|
Diluted |
|
|
|
|
3.66 |
|
|
|
2.70 |
|
|
|
4.03 |
|
|
|
0.59 |
|
Weighted average number of shares
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
56,279,193 |
|
|
|
56,581,719 |
|
|
|
55,559,252 |
|
|
|
55,559,252 |
|
Diluted |
|
|
|
|
56,631,598 |
|
|
|
56,709,513 |
|
|
|
55,768,866 |
|
|
|
55,768,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Share-based compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in cost of services |
|
|
|
|
(4,931 |
) |
|
|
(4,564 |
) |
|
|
(4,360 |
) |
|
|
(639 |
) |
Included in operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
(4,241 |
) |
|
|
(3,923 |
) |
|
|
(3,748 |
) |
|
|
(549 |
) |
General and administrative |
|
|
|
|
(20,479 |
) |
|
|
(18,947 |
) |
|
|
(18,912 |
) |
|
|
(2,771 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Each ADS represents two common shares. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
51JOB, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2008 AND 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except number of shares and per share data) |
|
Note |
|
2008 |
|
|
2009 |
|
|
2009 |
|
|
|
|
|
RMB |
|
|
RMB |
|
|
US$ (Note 2(c)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
1,058,310 |
|
|
|
957,407 |
|
|
|
140,261 |
|
Short-term investments |
|
2(f) |
|
|
16,100 |
|
|
|
257,310 |
|
|
|
37,696 |
|
Accounts receivable (net of allowance for doubtful
accounts of RMB2,783 and RMB2,620 as of December 31,
2008 and 2009, respectively) |
|
3 |
|
|
19,524 |
|
|
|
17,946 |
|
|
|
2,629 |
|
Prepayments and other current assets |
|
4 |
|
|
44,996 |
|
|
|
39,899 |
|
|
|
5,845 |
|
Deferred tax assets, current |
|
8 |
|
|
2,322 |
|
|
|
4,982 |
|
|
|
730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
1,141,252 |
|
|
|
1,277,544 |
|
|
|
187,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
2(f), 11 |
|
|
15,927 |
|
|
|
15,912 |
|
|
|
2,331 |
|
Property and equipment, net |
|
5 |
|
|
205,805 |
|
|
|
181,943 |
|
|
|
26,655 |
|
Intangible assets, net |
|
6 |
|
|
4,669 |
|
|
|
5,301 |
|
|
|
777 |
|
Other long-term assets |
|
16 |
|
|
6,311 |
|
|
|
31,531 |
|
|
|
4,619 |
|
Deferred tax assets, non-current |
|
8 |
|
|
405 |
|
|
|
285 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
233,117 |
|
|
|
234,972 |
|
|
|
34,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
1,374,369 |
|
|
|
1,512,516 |
|
|
|
221,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
10,511 |
|
|
|
9,896 |
|
|
|
1,450 |
|
Salary and employee related accrual |
|
|
|
|
22,370 |
|
|
|
28,095 |
|
|
|
4,116 |
|
Taxes payable |
|
|
|
|
13,337 |
|
|
|
15,696 |
|
|
|
2,300 |
|
Advance from customers |
|
|
|
|
87,639 |
|
|
|
118,277 |
|
|
|
17,328 |
|
Other payables and accruals |
|
7 |
|
|
12,939 |
|
|
|
15,402 |
|
|
|
2,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
146,796 |
|
|
|
187,366 |
|
|
|
27,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, non-current |
|
8 |
|
|
730 |
|
|
|
1,011 |
|
|
|
148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
147,526 |
|
|
|
188,377 |
|
|
|
27,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares (US$0.0001 par value per share;
500,000,000 shares authorized, 56,378,139 and
55,126,859 shares issued and outstanding as of
December 31, 2008 and 2009, respectively) |
|
|
|
|
47 |
|
|
|
46 |
|
|
|
7 |
|
Additional paid-in capital |
|
|
|
|
917,352 |
|
|
|
902,124 |
|
|
|
132,162 |
|
Statutory reserves |
|
|
|
|
6,947 |
|
|
|
7,368 |
|
|
|
1,079 |
|
Accumulated other comprehensive income |
|
|
|
|
1,054 |
|
|
|
1,067 |
|
|
|
156 |
|
Retained earnings |
|
|
|
|
301,443 |
|
|
|
413,534 |
|
|
|
60,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
|
|
1,226,843 |
|
|
|
1,324,139 |
|
|
|
193,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
|
|
1,374,369 |
|
|
|
1,512,516 |
|
|
|
221,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
51JOB, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Total |
|
|
|
Number |
|
|
|
|
|
|
Additional |
|
|
Statutory |
|
|
comprehensive |
|
|
Retained |
|
|
shareholders |
|
(in thousands, except number of shares) |
|
of shares |
|
|
Par value |
|
|
paid-in capital |
|
|
reserves |
|
|
income |
|
|
earnings |
|
|
equity |
|
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2007 |
|
|
56,119,761 |
|
|
|
46 |
|
|
|
859,899 |
|
|
|
4,849 |
|
|
|
261 |
|
|
|
123,363 |
|
|
|
988,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
399,710 |
|
|
|
1 |
|
|
|
4,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,470 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
29,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,651 |
|
Appropriation of statutory reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,142 |
|
|
|
|
|
|
|
(1,142 |
) |
|
|
|
|
Adjustment of other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
419 |
|
|
|
|
|
|
|
419 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,577 |
|
|
|
103,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
|
56,519,471 |
|
|
|
47 |
|
|
|
894,019 |
|
|
|
5,991 |
|
|
|
680 |
|
|
|
225,798 |
|
|
|
1,126,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
132,322 |
|
|
|
0 |
|
|
|
2,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,147 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
27,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,434 |
|
Repurchase and retirement of common shares |
|
|
(273,654 |
) |
|
|
(0 |
) |
|
|
(6,248 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,248 |
) |
Appropriation of statutory reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
956 |
|
|
|
|
|
|
|
(956 |
) |
|
|
|
|
Adjustment of other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
374 |
|
|
|
|
|
|
|
374 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,601 |
|
|
|
76,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008 |
|
|
56,378,139 |
|
|
|
47 |
|
|
|
917,352 |
|
|
|
6,947 |
|
|
|
1,054 |
|
|
|
301,443 |
|
|
|
1,226,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
167,120 |
|
|
|
0 |
|
|
|
5,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,062 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
27,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,020 |
|
Repurchase and retirement of common shares |
|
|
(1,418,400 |
) |
|
|
(1 |
) |
|
|
(47,310 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,311 |
) |
Appropriation of statutory reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
421 |
|
|
|
|
|
|
|
(421 |
) |
|
|
|
|
Adjustment of other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
13 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,512 |
|
|
|
112,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009 |
|
|
55,126,859 |
|
|
|
46 |
|
|
|
902,124 |
|
|
|
7,368 |
|
|
|
1,067 |
|
|
|
413,534 |
|
|
|
1,324,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009 (US$ Note 2(c)) |
|
|
55,126,859 |
|
|
|
7 |
|
|
|
132,162 |
|
|
|
1,079 |
|
|
|
156 |
|
|
|
60,583 |
|
|
|
193,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
51JOB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ (Note 2(c)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year |
|
|
103,577 |
|
|
|
76,601 |
|
|
|
112,512 |
|
|
|
16,483 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
29,651 |
|
|
|
27,434 |
|
|
|
27,020 |
|
|
|
3,959 |
|
Depreciation |
|
|
18,351 |
|
|
|
23,776 |
|
|
|
28,877 |
|
|
|
4,230 |
|
Amortization of intangible assets |
|
|
2,654 |
|
|
|
2,243 |
|
|
|
2,314 |
|
|
|
339 |
|
Provision for doubtful accounts |
|
|
2,036 |
|
|
|
|
|
|
|
1,075 |
|
|
|
157 |
|
Loss due to disposal of fixed assets |
|
|
244 |
|
|
|
915 |
|
|
|
94 |
|
|
|
14 |
|
Loss from foreign currency translation |
|
|
18,134 |
|
|
|
17,732 |
|
|
|
234 |
|
|
|
34 |
|
Deferred tax provision (benefit) |
|
|
(855 |
) |
|
|
3,623 |
|
|
|
(2,259 |
) |
|
|
(331 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) Decrease in accounts receivable |
|
|
(3,311 |
) |
|
|
10,182 |
|
|
|
503 |
|
|
|
74 |
|
(Increase) Decrease in prepayments and other
current assets |
|
|
(15,068 |
) |
|
|
(11,864 |
) |
|
|
5,097 |
|
|
|
747 |
|
Increase (Decrease) in accounts payable |
|
|
1,650 |
|
|
|
(63 |
) |
|
|
(817 |
) |
|
|
(120 |
) |
Decrease in due to related parties |
|
|
(464 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in salary and employee
related accrual |
|
|
2,387 |
|
|
|
(6,694 |
) |
|
|
5,725 |
|
|
|
838 |
|
Increase (Decrease) in taxes payable |
|
|
9,747 |
|
|
|
(20,161 |
) |
|
|
2,359 |
|
|
|
346 |
|
Increase in advance from customers |
|
|
17,605 |
|
|
|
12,104 |
|
|
|
30,638 |
|
|
|
4,488 |
|
Increase (Decrease) in other payables and
accruals |
|
|
7,653 |
|
|
|
(15,275 |
) |
|
|
2,463 |
|
|
|
361 |
|
Increase in other long-term assets |
|
|
(676 |
) |
|
|
(686 |
) |
|
|
(1,380 |
) |
|
|
(202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
193,315 |
|
|
|
119,867 |
|
|
|
214,455 |
|
|
|
31,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of short-term investments |
|
|
|
|
|
|
(16,100 |
) |
|
|
(241,210 |
) |
|
|
(35,337 |
) |
Purchase of property and equipment |
|
|
(32,300 |
) |
|
|
(24,336 |
) |
|
|
(28,747 |
) |
|
|
(4,211 |
) |
Purchase of intangible assets |
|
|
(160 |
) |
|
|
(43 |
) |
|
|
(2,947 |
) |
|
|
(432 |
) |
Purchase of long-term investments |
|
|
(8,788 |
) |
|
|
(7,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(41,248 |
) |
|
|
(48,451 |
) |
|
|
(272,904 |
) |
|
|
(39,980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase and retirement of common shares |
|
|
|
|
|
|
(6,248 |
) |
|
|
(47,311 |
) |
|
|
(6,931 |
) |
Proceeds from the exercise of options |
|
|
4,470 |
|
|
|
2,147 |
|
|
|
5,062 |
|
|
|
742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
4,470 |
|
|
|
(4,101 |
) |
|
|
(42,249 |
) |
|
|
(6,189 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
|
(17,715 |
) |
|
|
(16,525 |
) |
|
|
(205 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
138,822 |
|
|
|
50,790 |
|
|
|
(100,903 |
) |
|
|
(14,782 |
) |
Cash, beginning of year |
|
|
868,698 |
|
|
|
1,007,520 |
|
|
|
1,058,310 |
|
|
|
155,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
|
1,007,520 |
|
|
|
1,058,310 |
|
|
|
957,407 |
|
|
|
140,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the years for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
39,414 |
|
|
|
48,735 |
|
|
|
34,417 |
|
|
|
5,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual related to purchase of property, equipment
and software |
|
|
(18 |
) |
|
|
(788 |
) |
|
|
(991 |
) |
|
|
(145 |
) |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
1. ORGANIZATION AND NATURE OF OPERATIONS
The accompanying consolidated financial statements include the financial statements of 51job,
Inc. (the Company), its subsidiaries, which principally consist of 51net Beijing, 51net HR,
51net.com Inc. (51net), Qianjin Network Information Technology (Shanghai) Co., Ltd. (Tech JV),
Shanghai Qianjin Advertising Co., Ltd. (AdCo), Shanghai Wang Cai Advertising Co., Ltd. (Wang Cai
AdCo), Shanghai Wang Ju Human Resource Consulting Co., Ltd. (Wang Ju) and Qian Cheng Wu You
Network Information Technology (Beijing) Co. Ltd. (WFOE), and certain variable interest entity
(VIE) subsidiaries, which consist of Beijing Run An Information Consultancy Co., Ltd. (Run An),
Beijing Qian Cheng Si Jin Advertising Co., Ltd. (Qian Cheng) and Shanghai Run An Lian Information
Consultancy Co., Ltd. (RAL). The Company, its subsidiaries and VIE subsidiaries are hereinafter
collectively referred to as the Group.
The Group is an integrated human resource services provider in the Peoples Republic of China
(the PRC) and is principally engaged in recruitment related advertising services, including the
production of a city-specific publication of advertisement listings as newspaper inserts and
Internet recruitment services. The Group also provides other human resource related services, such
as business process outsourcing, training and executive search.
2. PRINCIPAL ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (U.S. GAAP).
The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the balance sheet dates and the reported
amounts of revenues and expenses during the reported years. Management estimates include those
related to the accounts receivable allowances, fair values of options to purchase the Companys
common shares and deferred tax valuation allowance. Management bases the estimates on historical
experience and on various other assumptions that are believed to be reasonable, the results of
which form the basis for making judgments about the carrying values of assets and liabilities.
Actual results may materially differ from those estimates.
(b) Basis of Consolidation
The consolidated financial statements include the financial statements of the Company, its
subsidiaries and the variable interest entities of which the Company is the primary beneficiary.
All significant transactions and balances between the Company, its subsidiaries and VIE
subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one
half of the voting power; has the power to appoint or remove the majority of the members of the
board of directors; to cast majority of votes at the meeting of the board of directors or to govern
the financial and operating policies of the investee under a statute or agreement among the
shareholders or equity holders.
The Group has adopted Accounting Standard Codification (ASC) 810 Consolidation (formerly
referred to as FIN 46R, Consolidation of Variable Interest Entities, an Interpretation of ARB No.
51 (revised 2003)) for all periods presented. It requires VIEs to be consolidated by the primary
beneficiary of the entity. An entity is considered to be a VIE if certain conditions are present,
such as if the equity investors in the entity do not have the characteristics of a controlling
financial interest or the entity does not have sufficient equity at risk for the entity to finance
its activities without additional subordinated financial support from other parties.
As of December 31, 2008 and 2009 and for all years presented, the Group is the primary
beneficiary of three VIEs, Run An, Qian Cheng and RAL, which were established in January 1997,
February 1999 and April 2004, respectively. Run An and Qian Cheng were in existence prior to the
establishment of the Company and are considered predecessors of the Group. The Group does not have
any ownership interest in the VIE subsidiaries but has control of such entities through certain
agreements and undertakings as described below. As a result of the Groups consolidation of Run An,
Qian Cheng and RAL for all periods presented, 100% of the interest of Tech JV and AdCo are included
in the consolidated financial statements.
F-7
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
Run An holds Internet content provider and human resource service licenses and is also
licensed to provide training services. Run An is jointly owned by David Weimin Jin and Tao Wang,
two executive officers of the Company. As of December 31, 2009, the registered capital of Run An
was RMB6,000 and its accumulated loss was RMB1,293.
Qian Cheng holds an advertisement license necessary for recruitment advertising services. Qian
Cheng is wholly owned by Run An. As of December 31, 2009, the registered capital of Qian Cheng was
RMB1,500 and its accumulated loss was RMB1,249.
RAL holds a permit issued by the Shanghai human resources bureau which allows it to conduct
human resource related business including the collection and launch of, and consulting services
related to human resource supply and demand information (online human resource intermediary
service). RAL also obtained a permit from the Shanghai municipal telecommunications administration
bureau that allows it to provide Internet information services that do not relate to news,
publishing, education, healthcare, medicine and medical appliances. RAL conducts the Groups other
human resource related services and operates as an Internet content provider. RAL is wholly owned
by Run An. As of December 31, 2009, the registered capital of RAL was RMB1,000 and its accumulated
loss was RMB357.
The Group has entered into various agreements as related to its VIE subsidiaries. The key
provisions of the agreements with the Company or its subsidiaries and the VIE subsidiaries or its
shareholders are as follows:
Technical and Consulting Service Agreements. WFOE has entered into technical and consulting
service agreements with Run An, Qian Cheng and RAL, respectively, under which WFOE has the
exclusive right, subject to certain exceptions, to provide technical services to Run An, Qian Cheng
and RAL for service fees. The technical and consulting service agreements have a term of ten years
and can only be terminated by WFOE during the term. Such term is renewable upon the expiration of
the agreement.
Pledge and Control Agreements. As security for Run An, Qian Cheng and RALs obligations under
the technical and consulting service agreements, the shareholders of Run An, Qian Cheng and RAL
have pledged all of their equity interest in Run An, Qian Cheng and RAL to WFOE. According to the
pledge agreement, WFOE has the right to sell the pledged equity. Additionally, the shareholders of
Run An, Qian Cheng and RAL have agreed that they will not dispose of the pledged equity or take any
actions that will prejudice WFOEs interest under the equity pledge agreements. They have further
agreed that they will obtain WFOEs consent regarding material decisions concerning the operation
of Run An, Qian Cheng and RAL, including the distribution of profits, the incurrence of debt and
the appointment of directors. Additionally, WFOE has the right to recommend candidates to the board
for the positions of general manager and senior executives of Run An, Qian Cheng and RAL. Under
such pledges, WFOE is obliged to purchase any and all of the equity interest in Run An, Qian Cheng
and RAL from their shareholders, if permitted by the PRC laws. The pledges cannot be released until
the discharge of all of Run An, Qian Cheng and RALs obligations under the respective technical and
consulting service agreement.
(c) Foreign Currencies
The Groups functional and reporting currency is the Renminbi (RMB). Transactions
denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by
the Peoples Bank of China prevailing at the dates of the transactions. Gains and losses resulting
from foreign currency transactions are included in the consolidated statements of operations and
comprehensive income. Monetary assets and liabilities denominated in foreign currencies are
translated into RMB using the applicable exchange rates quoted by the Peoples Bank of China at the
balance sheet dates. All such exchange gains and losses are included in the consolidated statements
of operations and comprehensive income. The exchange differences for translation of group
companies balances where RMB is not their functional currency are included in cumulative
translation adjustments, which is a separate component of shareholders equity in the consolidated
financial statements.
The unaudited United States dollar (US$) amounts disclosed in the accompanying financial
statements are presented solely for the convenience of the readers. Translations of amounts from
RMB into United States dollars for the convenience of the reader were calculated at the rate of
US$1.00 = RMB6.8259 on December 31, 2009, representing the noon buying rate in The City of New York
for cable transfers of RMB as set forth in the H.10 weekly statistical release of the Federal
Reserve Board. No representation is made that the RMB amounts could have been, or could be,
converted into US$ at that rate on December 31, 2009, or at any other rate.
F-8
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
(d) Cash
Cash represents cash on hand and demand deposits placed with banks or other financial
institutions. Included in the cash balance as of December 31, 2008 and 2009 are amounts denominated
in United States dollars totaling US$32,639 and US$26,384, respectively (equivalent to
approximately RMB223,076 and RMB180,155, as of the RMB to US$ exchange rate quoted by the Peoples
Bank of China on December 31, 2008 and 2009, respectively). The Group receives substantially all of
its revenues in RMB, which currently is neither a freely convertible currency nor can it be freely
remitted out of China. However, there are no restrictions in the use of the cash in the PRC as the
cash are not restricted funds and are not classified as restricted cash.
(e) Accounts Receivable
Accounts receivable is presented net of allowance for doubtful accounts. The Company provides
general and specific provisions for bad debts when facts and circumstances indicate that the
receivable is unlikely to be collected. If the financial condition of its customers were to
deteriorate, resulting in an impairment of their ability to make payments, additional allowances
may be required.
(f) Investments
Short-term investments consisted of certificates of deposit with maturities between three
months and one year.
Long-term investments consisted of non-interest bearing loans to Area Link Co., Ltd. (Area
Link), which is the holding company of a coupon advertising services company in China. Area Link
is affiliated with Recruit Co., Ltd. (Recruit), a shareholder of the Company (Note 11). The
repayment dates of these loans are August 30, 2017 and August 30, 2018. As a condition for issuance
of the loan, the Company has the right to acquire common stock for up to 40% of Area Links share
capital in lieu of repayment at the Companys request. The investment is carried at original cost
less impairment, if any. The investment is subject to a periodic impairment review whenever
circumstances indicate the carrying value of the long-term investment may not be recoverable.
(g) Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is
calculated on a straight-line basis to allocate the cost of the assets to their estimated residual
value over the following estimated useful lives:
|
|
|
|
|
Estimated useful lives |
Land use rights
|
|
48 to 50 years |
Building
|
|
20 years |
Leasehold improvements
|
|
Lesser of the lease period or the estimated useful life |
Electronic equipment*
|
|
3 to 5 years |
Furniture and fixtures
|
|
5 years |
Motor vehicles
|
|
5 years |
Other assets
|
|
5 years |
|
|
|
* |
|
Beginning July 1, 2009, the Company reduced the useful life of certain office electronic
equipment, such as computers, printers and facsimile machines, from five years to three years with
no residual value due to an increase in replacement frequency. The change was applied prospectively
and resulted in an increase of RMB4,045 in depreciation expense for the year ended December 31,
2009. |
(h) Intangible Assets
Intangible assets include purchased computer software and licenses and are amortized on a
straight-line basis over their estimated useful lives, which range from three to ten years.
F-9
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
(i) Impairment of Long-Lived Assets
The Group has adopted ASC 360 Property, Plant and Equipment (formerly referred to as SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets), which addresses the
financial accounting and reporting for the recognition and measurement of impairment losses for
long-lived assets. Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that carrying amount of an asset group may not be recoverable. The
recoverability of an asset group is based on the undiscounted future cash flows the asset group is
expected to generate and recognize an impairment loss when the estimated undiscounted future cash
flows expected to result from the use of the asset group plus net proceeds expected from the
disposition of the asset group, if any, are less than the carrying value of the asset group. If the
Group identifies an impairment, the Group reduces the carrying amount of the asset group to its
estimated fair value based on a discounted cash flow approach or, when available and appropriate,
to comparable market values. No impairment of long-lived assets was recognized in 2007, 2008 and
2009.
(j) Revenue Recognition
Print Advertising Revenues
The Group provides recruitment advertising services through a weekly newspaper which is
distributed in various cities of the PRC. Arrangements for recruitment advertisement on the weekly
newspaper are generally short-term in nature. Fees for these types of print recruitment advertising
services are recognized as revenue when collectibility is reasonably assured, upon the publication
of the advertisements and when other criteria in accordance with ASC 605 Revenue Recognition
(ASC 605) are met. Cash received in advance of services are recognized as advances from
customers.
Online Recruitment Services Revenues
The Group provides online recruitment advertising and other technical services through its
www.51job.com website. The average display period of online recruitment services normally ranges
from one week to one year. Fees for its online recruitment advertisement and other technical
services are recognized as revenue ratably over the display period of the contract or when services
are provided, collectibility is reasonably assured, and other criteria in accordance with ASC 605
are met. Cash received in advance of services are recognized as advances from customers.
Other Human Resource Related Revenues
The Group also provides other value-added human resource products, such as business process
outsourcing, training, executive search and other services. Revenue is recognized when (i)
persuasive evidence of an agreement exists, (ii) services are rendered, (iii) the sales price and
terms are fixed and determinable, and (iv) the collection of the receivable is reasonably assured,
as prescribed by ASC 605.
Business and Related Taxes
The Companys subsidiaries and its VIE subsidiaries 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. In the consolidated statements of operations and
comprehensive income, business taxes and related surcharges for revenues earned are deducted from
gross revenues to arrive at net revenues.
(k) Cost of Services
Cost of services consist primarily of printing and publishing expenses, payroll compensation
and related employee costs, and other expenses incurred by the Group which are directly
attributable to the rendering of the Groups recruitment advertising and other human resource
services.
F-10
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
(l) Sales and Marketing Expenses
Sales and marketing expenses consist primarily of the Groups sales and marketing personnel
payroll compensation and related employee costs and advertising and promotion expenses. Advertising
and promotion expenses generally represent the cost of promotions to create or stimulate a positive
image of the Group or a desire for the Groups services. Advertising and promotion expenses are
charged to the consolidated statements of operations and comprehensive income when incurred and
totaled RMB34,115, RMB45,002 and RMB32,022 for the years ended December 31, 2007, 2008 and 2009,
respectively.
(m) Share-Based Compensation
The Company accounts for share-based compensation arrangements with employees in accordance
with ASC 718 Compensation Stock Compensation (formerly referred to as SFAS No. 123R,
Share-Based Payment (revised 2004)). It requires the Company to measure at the grant date the
fair value of the stock-based award and recognize compensation costs, net of estimated forfeitures,
on a straight-line basis, over the requisite service period. The Company uses the Black-Scholes
option pricing model to determine the fair value of stock options. Risk-free interest rates are
based on U.S. Treasury yield for the terms consistent with the expected life of award at the time
of grant. Expected life takes into account vesting and contractual terms, employee demographics and
historical exercise behavior, which the Company believes are useful reference points. The
assumption for expected dividend yield is consistent with the Companys current policy of no
dividend payout. The Company estimates expected volatility at the date of grant based on historical
volatilities of the market price of its American depositary shares (ADSs). Forfeiture rate is
estimated based on historical forfeiture patterns and adjusted to reflect future change in
circumstances and facts, if any. If actual forfeitures differ from those estimates, the Company may
need to revise those estimates used in subsequent periods.
For the years ended December 31, 2007, 2008 and 2009, the fair value of options granted was
estimated with the following assumptions:
|
|
|
|
|
|
|
|
|
2007 |
|
2008 |
|
2009 |
Risk-free interest rate |
|
4.23%-4.81% |
|
2.57%-2.80% |
|
1.70% |
Expected life (years) |
|
4 |
|
4 |
|
4 |
Expected dividend yield |
|
0% |
|
0% |
|
0% |
Volatility |
|
55-75% |
|
50%-55% |
|
60% |
Weighted average of fair value per option at grant date |
|
RMB36.86 |
|
RMB24.40 |
|
RMB12.70 |
(n) Operating Leases
Leases where substantially all the rewards and risks of ownership of assets remain with the
leasing company are accounted for as operating leases. Payments made under operating leases, net of
any incentives received by the Group from the leasing company, are charged to the consolidated
statements of operations and comprehensive income on a straight-line basis over the lease periods.
(o) Taxation
The Company adopted ASC 740-10-25 (formerly referred to as FIN 48, Accounting for Uncertainty
in Income Taxes an Interpretation of FASB Statement No. 109) effective January 1, 2007. ASC
740-10-25 clarifies the accounting for uncertainty in income taxes recognized in the Companys
financial statements and 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. It
also provides guidance 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.
The Company has 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, 2008
and 2009, the Company did not have any interest and penalties associated with uncertain tax
positions.
F-11
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
Deferred income taxes are provided using the balance sheet liability method. Under this
method, deferred income taxes are recognized for the differences between the financial statement
carrying amounts and the tax bases of existing assets and liabilities by applying enacted statutory
rates applicable to future years in which the differences are expected to reverse. The tax base of
an asset or liability is the amount attributed to that asset or liability for tax purposes. The
effect on deferred taxes of a change in tax rates is recognized in income in the period that
includes the enactment date. A valuation allowance is provided to reduce the amount of deferred tax
assets if it is considered more likely than not that some portion of, or all of, the deferred tax
assets will not be realized.
(p) Statutory Reserves
With the exception of Tech JV which is 50% owned by 51net, a British Virgin Islands company,
and Wang Ju which is majority owned by 51net HR, a Cayman Islands company, all subsidiaries and VIE
subsidiaries incorporated in the PRC are required on an annual basis to make an appropriation of
retained earnings as statutory common reserve fund equal to 10% of after-tax profit, calculated in
accordance with PRC accounting standards and regulations. Appropriations are classified in the
consolidated balance sheet as statutory common reserve fund, and are recorded beginning in the
first period in which after-tax profits exceed all prior year accumulated losses. Once the total
statutory common reserve fund reaches 50% of the registered capital of the respective companies,
further appropriations are discretionary. The statutory common reserve fund can be used to increase
the registered capital and eliminate future losses of the respective companies. The Groups
statutory common reserve fund is not distributable to shareholders except in the event of
liquidation. During the years ended December 31, 2007, 2008 and 2009, the Group made total
appropriations to their statutory common reserve fund of RMB761, RMB796 and RMB364, respectively.
In addition, with the exception of Tech JV, Wang Ju, WFOE and Wang Jin Information Technology
(Shanghai) Co., Ltd., all subsidiaries and VIE subsidiaries incorporated in the PRC are required on
an annual basis to set aside at least 5% of after-tax profit, calculated in accordance with PRC
accounting standards and regulations, to the statutory common welfare fund, which can be used for
staff welfare of the Group. The Groups subsidiaries made total appropriations of RMB381, RMB160
and RMB57 for the years ended December 31, 2007, 2008 and 2009, respectively.
Tech JV and Wang Ju are required on an annual basis to make appropriations of retained
earnings, calculated in accordance with PRC accounting standards and regulations, to
non-distributable statutory reserves, comprising of enterprise statutory reserve, employees bonus
and welfare fund and enterprise expansion fund. The percentages of the appropriation are determined
by the boards of directors of Tech JV and Wang Ju. During the years ended December 31, 2007, 2008
and 2009, Tech JV did not make any appropriations to these statutory reserves. During the years
ended December 31, 2008 and 2009, Wang Ju did not make any appropriations to these statutory
reserves.
Appropriations to the statutory common reserve fund and the statutory common welfare fund are
accounted for as a transfer from retained earnings or accumulated deficit to the statutory
reserves.
There are no legal requirements in the PRC to fund these reserves by transfer of cash to any
restricted accounts, and the Group does not do so. These reserves are not distributable as cash
dividends.
(q) Dividend
Dividends are recognized when declared. PRC regulations currently permit payment of dividends
only out of accumulated profits as determined in accordance with PRC accounting standards and
regulations. Additionally, the Companys PRC subsidiaries and VIE subsidiaries can only distribute
dividends after they have met the PRC requirements for appropriation to statutory reserves (Note
2(p)). Aggregate net assets of the Companys PRC subsidiaries not distributable in the form of
dividends to the parent as a result of the aforesaid PRC regulations were approximately RMB510,306,
or 38.5% of total consolidated net assets, as of December 31, 2009. However, the PRC subsidiaries
may transfer such net assets to the Company by other means, including through royalty and trademark
license agreements or certain other contractual agreements, at the discretion of the Company
without third party consent. Condensed parent company data is contained in Financial Statement
Schedule I.
F-12
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
(r) Earnings Per Share
In accordance with ASC 260 Earnings Per Share (formerly referred to as SFAS No. 128,
Computation of Earnings Per Share), basic earnings per share is computed by dividing net income
attributable to common shareholders by the weighted average number of common shares outstanding
during the year. Diluted earnings per share is calculated by dividing net income attributable to
common shareholders as adjusted for the effect of dilutive common equivalent shares, if any, by the
weighted average number of common and dilutive common equivalent shares outstanding during the
period. Common equivalent shares consist of the common shares issuable upon the exercise of
outstanding share options (using the treasury stock method).
(s) Fair Value Measurement
Effective January 1, 2008, the Company adopted ASC 820 Fair Value Measurements and
Disclosures (ASC 820). ASC 820 clarifies the definition of fair value, prescribes methods for
measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair
value, and expands disclosures about fair value measurements.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value as follows:
|
|
Level 1 Observable inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities |
|
|
Level 2 Include other inputs that are directly or indirectly observable in the marketplace |
|
|
Level 3 Unobservable inputs which are supported by little or no market activity |
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities:
(i) market approach; (ii) income approach and (iii) 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.
(t) Segment Reporting
The Group operates and manages its business as a single segment. As the Group primarily
generates its revenues from customers in the PRC, no geographical segments are presented.
(u) Recent Accounting Pronouncements
In May 2009, the FASB issued ASC 855 (formerly referred to as SFAS No. 165, Subsequent
Events), which sets forth general standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued or are available to be
issued. ASC 855 is effective after June 15, 2009. In February 2010, the FASB issued ASU 2010-09
which updates ASC 855 and removes the requirement to disclose the date through which an entity has
evaluated subsequent events. ASU 2010-09 became effective immediately. The adoption of ASC 855 did
not have a material impact on the Companys financial statements.
In June 2009, the FASB issued ASC 105 (formerly referred to as SFAS No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162). ASC 105 establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles and the framework for selecting
the principles used in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the United States. ASC 105
is effective for the reporting period ending on September 30, 2009 and thereafter. As the
Codification is not intended to change or alter existing U.S. GAAP, the adoption of ASC 105 did not
have a material impact on the Companys financial statements.
F-13
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
In
June 2009, the FASB issued ASC 860 (formerly referred to as SFAS
No. 166, Accounting for
Transfers of Financial Assets an amendment of FASB Statement
No. 140). ASC 860 improves the
relevance, representational faithfulness, and comparability of the information that a reporting
entity provides in its financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance and cash flows; and a transferors
continuing involvement, if any, in transferred financial assets. ASC 860 is effective as of the
beginning of each reporting entitys first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period and for interim and annual
reporting periods thereafter. The adoption of ASC 860 did not have a material impact on the
Companys financial statements.
In June 2009, the FASB issued amendments to various sections of ASC 810 (formerly referred to
as SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which amends FASB Interpretation
No. 46 (revised December 2003)) to address the elimination of the concept of a qualifying special
purpose entity. Such amendments to ASC 810 also replaces the quantitative-based risks and rewards
calculation for determining which enterprise has a controlling financial interest in a variable
interest entity with an approach focused on identifying which enterprise has the power to direct
the activities of a variable interest entity and the obligation to absorb losses of the entity or
the right to receive benefits from the entity. Additionally, such amendments to ASC 810 provide
more timely and useful information about an enterprises involvement with a variable interest
entity. These amendments to ASC 810 shall be effective as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting periods thereafter.
Earlier application is prohibited. The Company does not expect the adoption of the amendments to
ASC 810 will have a material impact on its financial statements.
In October 2009, the FASB issued amendments to ASC 605-25 Revenue Recognition Multiple
Arrangements and provides new guidance for revenue recognition for arrangements with multiple
deliverables and certain revenue arrangements that include software elements. By providing another
alternative for determining the selling price of deliverables, the guidance for arrangements with
multiple deliverables will allow companies to allocate arrangement consideration in multiple
deliverable arrangements in a manner that better reflects the transactions economics and will
often result in earlier revenue recognition. The new guidance modifies the fair value requirements
of previous guidance by allowing best estimate of selling price in addition to vendor-specific
objective evidence (VSOE) and other vendor objective evidence (VOE, now referred to as TPE
standing for 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 VSOE or TPE of the selling price
cannot be determined. In addition, the residual method of allocating arrangement consideration is
no longer permitted under the new guidance. The new guidance for certain revenue arrangements that
include software elements removes non-software components of tangible products and certain software
components of tangible products from the scope of existing software revenue guidance, resulting in
the recognition of revenue similar to that for other tangible products. The new guidance is
effective for fiscal years beginning on or after June 15, 2010. However, companies may be able to
adopt as early as interim periods ended September 30, 2009. The guidance may be applied either
prospectively from the beginning of the fiscal year for new or materially modified arrangements or
retrospectively. The Company is currently evaluating the impact of the adoption of this guidance on
its financial statements.
In December 2009, the FASB codified Consolidations Improvements to Financial Reporting by
Enterprises Involved with VIEs, guidance which was issued by the FASB in June 2009. The amendments
in this Accounting Standards Update (ASU) replace the quantitative-based risks and rewards
calculation for determining which reporting entity, if any, has a controlling financial interest in
a variable interest entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most significantly impact the
entitys economic performance and has (i) the obligation to absorb losses of the entity or (ii) the
right to receive benefits from the entity. An approach that is expected to be primarily qualitative
will be more effective for identifying which reporting entity has a controlling financial interest
in a variable interest entity. The amendments in this ASU also require additional disclosures about
a reporting entitys involvement in variable interest entities, which will enhance the information
provided to users of financial statements. The Company does not expect the adoption of this
standard will have a material impact on its financial statements.
F-14
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
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 are 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 are effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company does not expect the adoption of this ASU will have a
material impact on its financial statements.
(v) Reclassifications
Certain prior year amounts have been reclassified with no effect on net income or retained
earnings to conform to the 2009 financial statement presentation.
3. ACCOUNTS RECEIVABLE
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
Accounts receivable |
|
|
22,307 |
|
|
|
20,566 |
|
Less: Allowance for doubtful accounts |
|
|
(2,783 |
) |
|
|
(2,620 |
) |
|
|
|
|
|
|
|
|
|
|
19,524 |
|
|
|
17,946 |
|
|
|
|
|
|
|
|
The movement of allowance for doubtful accounts is analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
Balance at beginning of period |
|
|
2,612 |
|
|
|
3,879 |
|
|
|
2,783 |
|
Additions |
|
|
2,036 |
|
|
|
|
|
|
|
1,075 |
|
Collections |
|
|
|
|
|
|
(143 |
) |
|
|
|
|
Write-offs |
|
|
(769 |
) |
|
|
(953 |
) |
|
|
(1,238 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
3,879 |
|
|
|
2,783 |
|
|
|
2,620 |
|
|
|
|
|
|
|
|
|
|
|
4. PREPAYMENTS AND OTHER CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
Rental and other deposits |
|
|
3,046 |
|
|
|
1,972 |
|
Prepayments for rental and others |
|
|
5,329 |
|
|
|
5,639 |
|
Employee advances |
|
|
1,187 |
|
|
|
1,725 |
|
Payments made on behalf of customers |
|
|
16,653 |
|
|
|
11,869 |
|
Prepaid insurance premium |
|
|
1,766 |
|
|
|
2,245 |
|
Interest income receivable |
|
|
4,791 |
|
|
|
4,191 |
|
Prepaid business tax |
|
|
11,094 |
|
|
|
11,340 |
|
Others |
|
|
1,130 |
|
|
|
918 |
|
|
|
|
|
|
|
|
Total |
|
|
44,996 |
|
|
|
39,899 |
|
|
|
|
|
|
|
|
F-15
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
5. PROPERTY AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
Land and building |
|
|
170,274 |
|
|
|
170,274 |
|
Leasehold improvements |
|
|
10,693 |
|
|
|
12,052 |
|
Electronic equipment |
|
|
68,132 |
|
|
|
69,159 |
|
Furniture and fixtures |
|
|
12,119 |
|
|
|
10,325 |
|
Motor vehicles |
|
|
5,195 |
|
|
|
4,991 |
|
Other assets |
|
|
3,759 |
|
|
|
3,759 |
|
Less: accumulated depreciation |
|
|
(64,367 |
) |
|
|
(88,617 |
) |
|
|
|
|
|
|
|
Net book value |
|
|
205,805 |
|
|
|
181,943 |
|
|
|
|
|
|
|
|
Depreciation expense was RMB18,351, RMB23,776 and RMB28,877 for the years ended December 31,
2007, 2008 and 2009, respectively. Loss due to the disposal of fixed assets was RMB244, RMB915 and
RMB94 for the years ended December 31, 2007, 2008 and 2009, respectively.
6. INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
Computer equipment software |
|
|
16,871 |
|
|
|
18,097 |
|
Acquired training licenses |
|
|
6,571 |
|
|
|
6,571 |
|
Internally developed software |
|
|
1,569 |
|
|
|
1,569 |
|
Less: accumulated amortization |
|
|
(20,342 |
) |
|
|
(20,936 |
) |
|
|
|
|
|
|
|
Net book value |
|
|
4,669 |
|
|
|
5,301 |
|
|
|
|
|
|
|
|
Amortization expense was RMB2,654, RMB2,243 and RMB2,314 for the years ended December 31,
2007, 2008 and 2009, respectively.
The Company will record estimated amortization expenses of RMB1,801, RMB1,121, RMB963, RMB942
and RMB415 for the years ending December 31, 2010, 2011, 2012, 2013 and 2014, respectively.
7. OTHER PAYABLES AND ACCRUALS
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
Professional service fees |
|
|
4,112 |
|
|
|
3,748 |
|
Office expenses |
|
|
3,058 |
|
|
|
3,512 |
|
Deposit from customers |
|
|
|
|
|
|
4,418 |
|
Revenue from newspaper sales collected on behalf of newspaper
contractors |
|
|
2,832 |
|
|
|
625 |
|
Payables to employees related to proceeds from share options exercised |
|
|
82 |
|
|
|
2,257 |
|
Others |
|
|
2,855 |
|
|
|
842 |
|
|
|
|
|
|
|
|
Total |
|
|
12,939 |
|
|
|
15,402 |
|
|
|
|
|
|
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8. TAXATION
Cayman Islands
Under the current laws of Cayman Islands, the Company and its subsidiaries that are
incorporated in Cayman Islands are not subject to tax on income or capital gain. In addition, upon
payments of dividends by those companies to their shareholders, no Cayman Islands withholding tax
will be imposed.
F-16
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
British Virgin Islands
Under the current laws of British Virgin Islands, the Companys subsidiary that is
incorporated in British Virgin Islands is not subject to tax on income or capital gain. In
addition, upon payments of dividends by that company to its shareholders, no British Virgin Islands
withholding tax will be imposed.
Hong Kong
The Companys subsidiary that is incorporated in Hong Kong is subject to Hong Kong profits tax
at a rate of 16.5% on its assessable profit.
China
Prior to January 1, 2008, the Companys subsidiaries and VIE subsidiaries that are
incorporated in the PRC were subject to Enterprise Income Tax (EIT) on the taxable income as
reported in their respective statutory financial statements adjusted in accordance with the
Enterprise Income Tax Law and the Income Tax Law of the Peoples Republic of China Concerning
Foreign Investment Enterprises and Foreign Enterprises (collectively, the previous Income Tax
Laws), respectively. Under the previous Income Tax Laws, these companies were subject to EIT at a
statutory rate of 33% except for the following entities: Tech JV, which was subject to EIT at a
rate of 15% in Shanghai and Shenzhen and 30% in other localities; AdCo Shenzhen Branch, which was
subject to EIT at a rate of 15%; and Wang Cai AdCos branches in Shanghai and Shenzhen, which were
subject to EIT at a rate of 15%. In addition, some of AdCos branches and subsidiaries were granted
by the local tax authorities a right to elect a two-year EIT exemption on their taxable income,
commencing from their establishment. Tax benefit recognized as a result of the tax exemption was a
total of RMB9,732, or RMB0.17 per basic and diluted share, for the year ended December 31, 2007.
The Company did not receive tax exemptions in 2008 and 2009.
In March 2007, the National Peoples Congress enacted the Enterprise Income Tax Law of the
Peoples Republic of China (EIT Law) effective January 1, 2008. The EIT Law, among other things,
imposes a unified income tax rate of 25% for both domestic and foreign-invested enterprises.
However, the EIT Law provides a five-year transitional period for those entities established before
March 16, 2007, which enjoyed a favorable income tax rate of less than 25% under the previous
Income Tax Laws, to gradually increase their rates to 25%. Under this grandfather provision, Wang
Jin Information Technology (Shanghai) Co., Ltd., Wang Ju and Tech JV and Wang Cais branches
incorporated in Shanghais Pudong area, and Tech JV and Wang Cai AdCos branches in Shenzhen were
subject to an EIT rate of 18% in 2008 and 20% in 2009, which is to be gradually increased to 22% in
2010, 24% in 2011 and 25% in 2012.
In December 2009, Tech JV was designated by relevant local authorities in Shanghai as a High
and New Technology Enterprise under the EIT Law, which is subject to a preferential tax rate of
15%. Therefore, Tech JVs tax rate in 2009 decreased from 20% to 15% in Shanghai and Shenzhen, and
from 25% to 15% in other localities, effective retroactively as of January 1, 2009. Tech JV is
entitled to a preferential 15% tax rate as long as it maintains the required qualifications, which
is subject to review every three years.
The EIT Law also imposes a 10% withholding income tax (WHT) for dividends declared out of
the profits earned after January 1, 2008 by a foreign investment enterprise (FIE) to its
immediate holding company outside China. For certain treaty jurisdictions such as Hong Kong which
has signed tax treaties with the PRC, the WHT rate is 5%. Since the Company intends to permanently
reinvest earnings to further expand its businesses in mainland China, its FIEs do not intend to
declare dividends to its immediate foreign holding entities in the foreseeable future. Accordingly,
as of December 31, 2009, the Company has not recorded any withholding tax on the retained earnings
of its FIEs in China.
F-17
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(Amounts expressed in thousands of RMB and US$, except number of shares and per share data)
Composition of Income Tax Expense
The current and deferred portion of income tax expense included in the consolidated statement
of operations for the years ended December 31, 2007, 2008 and 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
Current income tax expense |
|
|
46,257 |
|
|
|
27,553 |
|
|
|
34,464 |
|
Deferred tax expense (benefit) |
|
|
(855 |
) |
|
|
3,623 |
|
|
|
(2,259 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
45,402 |
|
|
|
31,176 |
|
|
|
32,205 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of the Differences Between Statutory Tax Rate and the Effective Tax Rate
Reconciliation between the statutory EIT rate in the PRC and the Groups effective tax rate
for the years ended December 31, 2007, 2008 and 2009 are as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
EIT statutory rate |
|
|
33 |
% |
|
|
25 |
% |
|
|
25 |
% |
Effect of tax holiday for certain subsidiaries |
|
|
(7 |
%) |
|
|
|
|
|
|
|
|
Difference in EIT rates of certain subsidiaries |
|
|
(8 |
%) |
|
|
(6 |
%) |
|
|
(8 |
%) |
Non-deductibility of expenses incurred outside the PRC |
|
|
9 |
% |
|
|
10 |
% |
|
|
5 |
% |
Other permanent differences |
|
|
2 |
% |
|
|
2 |
% |
|
|
1 |
% |
Provision of valuation allowance |
|
|
1 |
% |
|
|
|
|
|
|
|
|
Reversal of valuation allowance |
|
|
|
|
|
|
(2 |
%) |
|
|
(1 |
%) |
|
|
|
|
|
|
|
|
|
|
Effective EIT rate of the Group |
|
|
30 |
% |
|
|
29 |
% |
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
Significant components of deferred tax assets and liabilities as of December 31, 2008 and 2009
are as follows:
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|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
|
RMB |
|
|
RMB |
|
Deductible temporary differences related to other payables and accruals |
|
|
1,636 |
|
|
|
4,522 |
|
Deductible temporary differences related to advertising expenses |
|
|
50 |
|
|
|
|
|
|