51JOB,INC.
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, 2006
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: 0-50841
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)
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,
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The NASDAQ Stock Market LLC |
each representing two common shares,
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(The NASDAQ Global Select Market) |
par value US$0.0001 per share |
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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: 56,119,761 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 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):
o Large accelerated filer þ Accelerated filer o Non-accelerated filer
Indicate by check mark which financial statement item the registrant has elected to follow:
o Item 17 þ 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
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 27A of the Securities Act of 1933, as amended,
and 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. |
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. All
forward-looking statements contained in this annual report are qualified by reference to this
cautionary statement.
ii
CERTAIN TERMS AND CONVENTIONS
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. |
Unless otherwise indicated, our financial information presented in this annual report has been
prepared in accordance with U.S. GAAP.
Solely for your convenience, this annual report contains translations of certain Renminbi
amounts into U.S. dollar amounts at specified rates. All translations from Renminbi to U.S. dollars
were made at the noon buying rate in The City of New York for cable transfers of Renminbi as
certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated,
the translations of Renminbi amounts into U.S. dollar amounts have been made at the noon buying
rate in effect on December 29, 2006, which was RMB7.8041 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 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 for discussions of
the effects of currency control and fluctuating exchange rates on the value of our ADSs. On June
25, 2007, the noon buying rate was RMB7.6187 to US$1.00.
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 to the data.
iii
We define a unique employer in our online recruitment business 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 the appropriate adjustments to be made to the data.
We cannot assure you that our methodology, page counting, employer identification,
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 or actual
numbers of customers, as the case may be.
iv
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
A. Selected Financial Data
The following table presents the selected consolidated financial information for our business.
You should read the following information in conjunction with Item 5. Operating and Financial
Review and Prospects. The selected consolidated statement of operations data for the years ended
December 31, 2004, 2005 and 2006, and the selected consolidated balance sheet data as of December
31, 2005 and 2006, are derived from our audited consolidated financial statements, which are
included in this annual report beginning on page F-1, prepared in accordance with U.S. GAAP and are
qualified by reference to these consolidated financial statements and related notes. The selected
consolidated statement of operations data for the years ended December 31, 2002 and 2003, and the
selected consolidated balance sheet data as of December 31, 2002, 2003 and 2004 have been derived
from our audited consolidated financial statements, which are not included in this annual report.
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 2006 financial statement presentation.
1
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For the year ended December 31, |
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2002 |
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2003 |
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2004 |
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2005 |
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2006 |
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2006 |
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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$(1) |
Selected Consolidated Statement of
Operations Data: |
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Revenues: |
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Print advertising |
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116,989,356 |
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182,606,297 |
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300,651,791 |
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356,284,649 |
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389,534,921 |
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49,914,137 |
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Online recruitment services |
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28,938,327 |
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76,960,121 |
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111,508,533 |
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159,494,922 |
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219,793,658 |
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28,163,870 |
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Executive search |
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9,726,300 |
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15,748,331 |
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24,907,914 |
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26,306,740 |
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19,937,806 |
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2,554,786 |
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Other human resource related
revenues |
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9,895,734 |
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18,019,611 |
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42,875,597 |
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53,507,789 |
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68,586,465 |
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8,788,517 |
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Total revenues |
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165,549,717 |
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293,334,360 |
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479,943,835 |
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595,594,100 |
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697,852,850 |
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89,421,310 |
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Net revenues |
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158,039,700 |
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280,118,941 |
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456,119,882 |
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562,026,220 |
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659,843,231 |
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84,550,842 |
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Cost of services |
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(92,220,940 |
) |
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(151,477,142 |
) |
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(224,606,635 |
) |
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(269,328,384 |
) |
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(294,068,613 |
) |
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(37,681,297 |
) |
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Gross profit |
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65,818,760 |
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128,641,799 |
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231,513,247 |
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292,697,836 |
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365,774,618 |
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46,869,545 |
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Operating expenses: |
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Sales and marketing |
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(24,356,157 |
) |
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(39,042,744 |
) |
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(69,028,818 |
) |
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(115,094,797 |
) |
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(136,770,315 |
) |
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(17,525,443 |
) |
General and administrative |
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(39,191,781 |
) |
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(55,817,403 |
) |
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(72,096,009 |
) |
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(100,614,382 |
) |
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(114,321,711 |
) |
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(14,648,930 |
) |
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Total operating expenses |
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(63,547,938 |
) |
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(94,860,147 |
) |
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(141,124,827 |
) |
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(215,709,179 |
) |
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(251,092,026 |
) |
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(32,174,373 |
) |
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Income from operations |
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2,270,822 |
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33,781,652 |
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90,388,420 |
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76,988,657 |
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114,682,592 |
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14,695,172 |
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Income before income tax provision |
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2,686,608 |
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35,792,274 |
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95,201,216 |
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91,367,337 |
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127,900,988 |
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16,388,948 |
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Income tax benefit (expense) |
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1,259,194 |
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(3,192,011 |
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(34,058,184 |
) |
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(29,945,033 |
) |
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(28,559,639 |
) |
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(3,659,569 |
) |
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Net income |
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3,945,802 |
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32,600,263 |
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61,143,032 |
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61,422,304 |
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99,341,349 |
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12,729,379 |
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Earnings per share: |
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Basic |
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0.09 |
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0.83 |
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1.32 |
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1.10 |
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1.79 |
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0.23 |
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Diluted(2) |
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0.07 |
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0.75 |
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1.26 |
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1.07 |
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1.76 |
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0.23 |
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Earnings per ADS(3): |
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Basic |
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0.18 |
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1.65 |
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2.65 |
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2.21 |
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3.58 |
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0.46 |
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Diluted(2) |
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0.15 |
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1.50 |
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2.52 |
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2.15 |
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3.52 |
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0.45 |
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Other Financial Information: |
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Share-based compensation(4): |
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Included in cost of services |
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(596,551 |
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(1,811,496 |
) |
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(1,479,841 |
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(4,620,675 |
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(592,083 |
) |
Included in operating expenses: |
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Sales and marketing |
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(423,221 |
) |
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(1,757,722 |
) |
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(1,438,083 |
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(3,972,118 |
) |
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(508,978 |
) |
General and administrative |
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(8,808,931 |
) |
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(17,681,791 |
) |
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(16,920,516 |
) |
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(11,635,397 |
) |
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(19,926,274 |
) |
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(2,553,308 |
) |
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As of December 31, |
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2002 |
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2003 |
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2004 |
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2005 |
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2006 |
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2006 |
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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$(1) |
Selected Consolidated Balance Sheet Data: |
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Assets: |
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Cash |
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68,637,760 |
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115,084,572 |
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848,292,672 |
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830,633,550 |
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868,698,254 |
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111,313,060 |
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Total current assets |
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79,635,683 |
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145,573,376 |
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893,647,186 |
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892,544,201 |
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919,575,700 |
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|
117,832,383 |
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Total non-current assets |
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24,025,881 |
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39,830,903 |
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43,735,155 |
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70,875,359 |
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208,039,501 |
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26,657,718 |
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Total assets |
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103,661,564 |
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185,404,279 |
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937,382,341 |
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963,419,560 |
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1,127,615,201 |
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144,490,101 |
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Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
26,025,436 |
|
|
|
56,096,191 |
|
|
|
85,564,019 |
|
|
|
109,540,097 |
|
|
|
139,074,706 |
|
|
|
17,820,723 |
|
Total non-current liabilities |
|
|
32,080 |
|
|
|
23,533 |
|
|
|
|
|
|
|
|
|
|
|
122,757 |
|
|
|
15,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
26,057,516 |
|
|
|
56,119,724 |
|
|
|
85,564,019 |
|
|
|
109,540,097 |
|
|
|
139,197,463 |
|
|
|
17,836,453 |
|
Total shareholders equity |
|
|
77,604,048 |
|
|
|
129,284,555 |
|
|
|
851,818,322 |
|
|
|
853,879,463 |
|
|
|
988,417,738 |
|
|
|
126,653,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
103,661,564 |
|
|
|
185,404,279 |
|
|
|
937,382,341 |
|
|
|
963,419,560 |
|
|
|
1,127,615,201 |
|
|
|
144,490,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Translations from Renminbi to U.S. dollars were made at the noon buying rate in The City of
New York for cable transfers of Renminbi as
certified for customs purposes by the Federal Reserve Bank of New York. The translations of
Renminbi amounts into U.S. dollar amounts have been made at the noon buying rate in effect on
December 29, 2006, which was RMB7.8041 to US$1.00. |
2
|
|
|
(2) |
|
Diluted earnings per share is calculated by dividing net income attributable to holders of
common shares as adjusted for the effect of dilutive common shares, if any, by the sum of (1)
the weighted average number of common shares outstanding and (2) the weighted average number
of common equivalent shares, which consist of common shares from the conversion of Series A
preference shares and common shares issuable upon the exercise of outstanding share options as
calculated under the treasury stock method. In the case of diluted earnings per ADS, the data
are adjusted to reflect the ratio of two common shares to one ADS. |
|
(3) |
|
Each ADS represents two common shares. |
|
(4) |
|
We have recognized share-based compensation in connection with our historical grant of
options to employees and certain directors, and the historical issuance of restricted common
shares to our founders and one of our directors. In our consolidated financial statements,
portions of our share-based compensation expense are allocated separately to our cost of
services and operating expenses. Since we evaluate our performance, make determinations
regarding the expansion of our operations, allocate resources among our operations and
determine the compensation of employees and management based on our financial results before
the overall effect of our share-based compensation expense, we have separately disclosed our
share-based compensation expense for each of the periods presented. We believe that disclosure
of our share-based compensation expense allows investors to better understand the primary
financial measures that we use to manage our business. In addition, separate disclosure of our
share-based compensation expense provides a useful approximation of our taxable income for
purposes of determining PRC enterprise income tax, or EIT, which is calculated based on our
income prior to any deduction for share-based compensation expense. |
Exchange Rate Information
We publish our financial statements in Renminbi. This annual report contains translations of
Renminbi amounts into U.S. dollars at specified rates solely for your convenience. Unless otherwise
noted, all translations from Renminbi to U.S. dollars were made at the noon buying rate in The City
of New York for cable transfers of Renminbi per U.S. dollar as certified for customs purposes by
the Federal Reserve Bank of New York as of December 29, 2006, which was RMB7.8041 to US$1.00. The
prevailing rate on June 25, 2007 was RMB7.6187 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. The Chinese government imposes control over its foreign currency reserves
in part through direct regulation of the conversion of Renminbi into foreign exchange and through
restrictions on foreign trade.
The following tables set forth information regarding the noon buying rates in The City of New
York for cable transfers of Renminbi per U.S. dollar as certified for customs purposes by the
Federal Reserve Bank of New York for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noon buying rate of Renminbi per U.S. dollar |
Period |
|
Period-end |
|
Average(1) |
|
Low |
|
High |
2002 |
|
|
8.2800 |
|
|
|
8.2770 |
|
|
|
8.2800 |
|
|
|
8.2669 |
|
2003 |
|
|
8.2767 |
|
|
|
8.2772 |
|
|
|
8.2800 |
|
|
|
8.2765 |
|
2004 |
|
|
8.2765 |
|
|
|
8.2768 |
|
|
|
8.2771 |
|
|
|
8.2765 |
|
2005 |
|
|
8.0702 |
|
|
|
8.1826 |
|
|
|
8.2765 |
|
|
|
8.0702 |
|
2006 |
|
|
7.8041 |
|
|
|
7.9579 |
|
|
|
8.0702 |
|
|
|
7.8041 |
|
December |
|
|
7.8041 |
|
|
|
7.8219 |
|
|
|
7.8350 |
|
|
|
7.8041 |
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
7.7714 |
|
|
|
7.7876 |
|
|
|
7.8127 |
|
|
|
7.7705 |
|
February |
|
|
7.7410 |
|
|
|
7.7502 |
|
|
|
7.7632 |
|
|
|
7.7410 |
|
March |
|
|
7.7232 |
|
|
|
7.7369 |
|
|
|
7.7454 |
|
|
|
7.7232 |
|
April |
|
|
7.7090 |
|
|
|
7.7247 |
|
|
|
7.7345 |
|
|
|
7.7090 |
|
May |
|
|
7.6516 |
|
|
|
7.6773 |
|
|
|
7.7065 |
|
|
|
7.6463 |
|
June (through June 25) |
|
|
7.6187 |
|
|
|
7.6370 |
|
|
|
7.6680 |
|
|
|
7.6175 |
|
|
|
|
(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.
3
D. 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.
We face significant competition in our 51job Weekly and www.51job.com businesses as well as in
our executive search and other human resource businesses. 51job Weekly currently 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.
Our online recruitment services 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.
For example, according to public reports, ChinaHR.com and Zhaopin.com have significantly increased
their sales and marketing activities in recent years. In addition, many executive search firms and
other competitors currently engaged in print advertising have started to internally develop or
acquire online capabilities.
Our executive search and 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.
Many of our competitors or potential competitors have long operating histories, have
international strategic partners, 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 businesses. 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, 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 businesses. 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.
4
In some of our markets, 51job Weekly has not achieved the necessary economies of scale to
achieve our desired profitability targets, despite our having operated in these markets for a
significant period of time. We believe that this has been primarily due to competition from rival
print advertising publications as well as a decrease in market demand for print advertisement
services in recent years. We may be unable to achieve and maintain sufficient economies of scale in
any or all of our geographic markets in connection with our recruitment advertising businesses. Any
failure to do so could materially and adversely affect our results of operations from these
businesses.
A slowdown or other adverse developments in the PRC economy may materially and adversely affect
our customers, demand for our services and our business.
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. Although the PRC economy has grown significantly in
recent years, we cannot assure you that such growth will continue. In 2005 and 2006, the Chinese
government instituted a number of austerity measures and other policy changes aimed at restricting
credit to certain industries and to regulate the pace of economic growth. Print advertising, online
recruitment services, executive search and our other human resource related businesses are all
relatively new industries in China, and we do not know with any degree of certainty how sensitive
we are to a slowdown in economic growth or other adverse changes in the PRC economy. In response to
adverse economic developments, employers might hire fewer permanent employees, engage in hiring
freezes, lay off employees, or reduce spending on print advertising, online recruitment services
and executive search services. Employers may decide to rely more heavily on traditional recruitment
methods such as referrals and job fairs, and utilize more in-house resources to conduct training
and perform other human resource functions, or otherwise modify their behavior in ways that may
have a significant negative impact on our business. As a result, a slowdown in overall economic
growth, an economic downturn or recession or other adverse economic developments in China may
materially reduce the demand for our services and materially and adversely affect our business.
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 to recruit employees is relatively new in China. Due to
significant control and regulation by the national and local governments, the private sector
recruiting process in China continues to be largely characterized by the use of personal referrals
and large job fairs. We believe that the use of advertising by employers and job seekers remains
relatively low. As a result, we face considerable 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.
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 relatively low Internet penetration rate compared 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
generally, or any significant failure of the Internet to gain acceptance as a medium for
recruitment may adversely affect our online recruitment services business and our ability to
further integrate our online and print recruitment advertising businesses.
5
The markets for executive search services and business process outsourcing are still in the
development stage in China and we may be unable to expand these businesses.
Many employers in China are not familiar with the executive search model or may not accept the
value of a targeted, professional search. Many employers may be unwilling to pay a commission of up
to 30% of a candidates annual compensation. Similarly, we believe the market for the third party
outsourcing of business processes is also in an early stage of development in China. As such,
companies may not be willing to use third parties for significant administrative functions and may
instead choose to continue to perform such operations in-house. If these services do not gain wider
acceptance in China, we may be unable to expand these businesses.
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 newspapers in
all of our existing markets as well as the new markets in which we intend to offer recruitment
advertising services.
The term of our agreements with local newspaper contractors is generally two years, and eight
of these agreements will expire between the date of this annual report and December 31, 2007. 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.
We are dependent on our Internet service provider, 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 Network
Communications Group Corporation, or China Netcom, 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 Netcom, or if China Telecom or China
Netcom otherwise fail to provide such services. In addition, we have no control over the costs of
the services provided by China Telecom or China Netcom. If China Telecom or China Netcom 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.
6
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. According to public reports, our competitors, particularly those which
provide online recruitment services, have significantly increased their expenditures on sales and
marketing activities in recent years. 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, and may divert significant
management and staff resources from our business operations, and yield limited and uncertain
results. 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 require us to 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 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.
Our business may suffer if we do not successfully manage our current and potential future
growth.
We have experienced rapid expansion since we commenced operations in 1998 and we intend to
continue to expand in size and increase the number of services we provide. We have established 12
new sales offices from the beginning of 2003 to the date of this annual report. 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. If
7
we are unable to properly manage our services in new or 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.
In addition to our recruitment advertising services, as part of our strategy to be a
one-stop human resource services provider, we will be required to provide high quality executive
search and other human resource related services. As we are currently in the process of developing
many of these businesses, we may encounter initial difficulties in ensuring high service quality to
our customers using these products. In particular, we may be unable to provide our eSearch clients
with acceptable candidates, we may introduce candidates whom our clients subsequently perceive as
poor performers, and/or we may provide clients with candidates whom they subsequently fail to
retain. With respect to our business process outsourcing service, we may be unable to establish a
substantial nationwide capability, accurately monitor ongoing changes in PRC laws and regulations,
acquire, develop and use up-to-date business and management technology and software, including
sophisticated computer and technology systems that could require significant capital expenditures,
and maintain the integrity and security of our systems. If we are unable to provide high quality
services, if material mistakes occur, or if we are unable to price these services properly, our
brand name and reputation could be damaged and we could incur legal liability to our clients and
their employees.
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. If we are unable to successfully detect and prevent such
activity, our results of operations and financial condition may be materially and adversely
affected.
Our limited operating history may not serve as an adequate basis to judge our future prospects
and results of operations.
We began operations in 1998. Our limited operating history may not provide a meaningful basis
on which to evaluate our business. Although our revenues have grown rapidly since inception, we
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 failure to realize anticipated revenue growth could result
in significant operating losses. We will continue to encounter risks and difficulties frequently
experienced by companies at a similar stage of development, 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; |
|
|
|
|
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; |
|
|
|
|
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 rely on our print advertising business to provide a majority of our revenues and any adverse
development in this business could materially and adversely affect our overall results of
operations.
We generate a majority of our revenues from 51job Weekly, which generated approximately 62.7%
of our revenues in 2004, 59.8% of our revenues in 2005 and 55.8% of our revenues in 2006. While we
have experienced growth in our 51job Weekly business in recent years, online advertisement may
cause print media such as 51job Weekly to become less desirable as a form of advertising. In
addition, we have observed that in some of our markets
8
where Internet penetration rates are relatively higher, a larger percentage of new, first-time
customers may choose an online service as their initial recruitment advertising purchase with us.
To the extent this continues to occur and if we are not able to generate sufficient revenues from
our online recruitment services to offset any loss of revenues from our print advertisement
business, our overall results of operations could be materially and adversely affected.
Our recruitment 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 nature of recruitment advertising, we are unable to predict future revenue streams
with any high degree of certainty. More specifically, the majority of our revenues is derived from
print advertising and we do not recognize revenue until an advertisement is actually printed.
Orders for print advertisements are generally placed week-to-week and advertisers may cancel or
postpone their print advertisements within days of publication. 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.
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, particularly during the peak hiring periods
around the Chinese New Year holidays and the beginning of May and October, affect our ability to
predict quarterly results. 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 dates of the Chinese New
Year holidays vary from year to year, which affects our business in the first quarter and impacts
comparability of financial results to corresponding periods 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 recent 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.
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:
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our ability to identify and acquire businesses on a cost-effective basis; |
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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. |
Any such acquisition may require a significant commitment of management time, capital
investment and other resources. There is a possibility that we will not be successful in
identifying and negotiating acquisitions on terms favorable to us. In addition, we cannot be
certain that any acquisition, if completed, will be successfully integrated into our existing
operations. 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 executive search, training and
business process outsourcing businesses may be materially and adversely affected.
The success of our executive search, training and business process outsourcing services
depends heavily on our ability to attract and retain skilled personnel. Successful expansion of our
executive search business depends on a dedicated team of consultants with expertise and
relationships in the geographic markets and industries in which our clients seek candidates.
Similarly, 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. Our
business of outsourcing traditional human resource department functions such as payroll, benefits
and compliance management
9
and related services depends on personnel with expertise in local and national PRC government
employment regulations, payroll management and other human resource department functions. If we are
unable to attract and retain critical skilled personnel, our executive search, training and
business process outsourcing businesses may 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 April 2006, we formed a business alliance with Recruit Co., Ltd., or Recruit, a privately
held human resource services company in Japan, to collaborate on the development of our human
resource products and services in China. Under the terms of our business alliance agreement, we
have also established an internal corporate planning group staffed with personnel from Recruit to
explore potential business opportunities outside of the human resource services industry in China.
We lack experience and expertise in operating businesses outside of the human resource services
industry. If we choose to begin any such business, we cannot assure you that our efforts will be
successful. We cannot assure you that we will be able to deliver 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 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.
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 executive search businesses and other human resource related services.
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 expect that the likelihood of such
claims may increase, particularly in our online businesses, as the number of competitors in our
markets grows and as related patents and trademarks are registered or copyrights are obtained by
such competitors.
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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.
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 usage 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 software 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 software products and applications. The occurrence of errors in
any of these may cause us to lose market share, injure 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 May 31, 2007, the
following four shareholders beneficially owned approximately 71.1% of
our outstanding common shares:
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Rick Yan, our chief executive officer and a director, who beneficially owned
approximately 28.7% of our outstanding common shares; |
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Recruit, which beneficially owned approximately 20.1%, and which is affiliated with
Hiroyuki Honda, one of our directors; |
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entities affiliated with DCM, which beneficially owned approximately 17.3%, and which is
affiliated with David K. Chao, one of our directors; and |
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Norman Lui, one of our executive officers, who beneficially owned approximately 5.0%. |
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These four shareholders, together with our other executive officers and directors,
beneficially owned approximately 74.9% of our outstanding common
shares. Accordingly, Mr. Yan, Recruit, DCM or Mr. Lui 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 April 2006, entities affiliated with DCM, Rick Yan, Norman Lui and Michael Lei Feng, who is
our strategic advisor and a former executive officer, and Kathleen Chien, who is our chief
financial officer, entered into a share purchase agreement with Recruit. Under the terms and
conditions of the share purchase agreement, Recruit completed a purchase of 8,452,918 common
shares, which represented approximately 15% of our outstanding common shares as of December 31,
2005, from these shareholders in April 2006. The share purchase agreement also provides for an
option that would allow Recruit to purchase up to an additional 14,862,313 common shares from these
shareholders over a three-year period beginning April 2006 and result in Recruit owning
approximately 40% of our fully diluted common shares outstanding as of December 31, 2005. In
addition, under the share purchase agreement, each of these selling shareholders has agreed that it
will use its commercially reasonable best efforts in cooperating with Recruit to have a
representative of Recruit nominated to stand for election to our board of directors and that it
will vote all of its shares in favor of the election of such nominee to our board of directors at
any annual or extraordinary general meetings of our members at which such nominee may stand for
election for the duration of the agreement. Mr. Hiroyuki Honda, a senior vice president and
director of Recruit, was elected to our board of directors on July 28, 2006.
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.
If certain tax exemptions and preferential tax treatments we currently possess become
unavailable in China, our effective income tax rate would increase.
We file separate income tax returns because we and our affiliated entities are incorporated in
different jurisdictions. We are incorporated in the Cayman Islands where no income taxes are
imposed. In addition, our entities incorporated in the British Virgin Islands are exempt from
income tax on foreign derived income and there are no withholding taxes imposed in the British
Virgin Islands. We do not expect that we or our entities in the British Virgin Islands will record
any income tax provisions in the foreseeable future.
We generate substantially all our net income from our operations in China which are conducted
through various subsidiaries and affiliated entities. In accordance with PRC income tax
regulations, our subsidiaries and affiliated entities are generally subject to enterprise income
tax, or EIT, at a statutory rate of 33%. However, under the preferential tax rules, we have
obtained preferential tax rates of 15% for some of our subsidiaries in the special economic zones
of Shanghais Pudong area and Shenzhen and a preferential tax rate of 30% for the branches of
Qianjin Network Information Technology (Shanghai) Co., Ltd., or Tech JV, outside of Shanghai.
In addition, under prior regulations, newly organized PRC entities conducting advertising
businesses were entitled to elect a tax exemption for their first two years of operation with
government approval and could carry forward tax losses incurred, if any, during this two-year
period to future periods. Upon expiration of the tax exemption period, these advertising entities
would be taxed at the statutory rate. A number of our AdCo Subsidiaries have received the two-year
tax exemption treatment. Starting in 2004, tax exemptions granted to several of our AdCo
Subsidiaries began to expire which resulted in our higher effective tax rates in 2004 and 2005
compared to prior years. However, a number of our AdCo Subsidiaries and other subsidiaries have
continued to receive tax exemptions which are due to expire in 2007.
The National Peoples Congress, the parliament of China, passed a new tax law on March 16,
2007, 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 new tax law
was promulgated and are entitled to preferential
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tax rates under existing tax laws and regulations, the new tax law has granted a grace period
of up to five years for these enterprises to gradually transition from their current preferential
tax rates to the standard rate of 25%. If we are unable to maintain existing preferential tax
statuses, the EIT of our PRC subsidiaries and affiliated entities would increase and our
consolidated effective tax rate would also increase and adversely and materially affect our
earnings.
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.
On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123R (revised
2004), Share-Based Payment, or SFAS No. 123R, 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 SFAS No. 123R. This method
is based upon, among other things, the volatility of our ADSs, which has been historically high.
Therefore, the adoption of SFAS No. 123R negatively affects our profitability and the trading price
of our ADSs. The implementation of SFAS No. 123R 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.
If we do not appropriately maintain effective internal controls 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. Under Section 404 of
the Sarbanes-Oxley Act of 2002, we are required to include a report of management on the
effectiveness of such companies internal control over financial reporting in our annual report.
This requirement first applied to this annual report on Form 20-F. Our management has conducted an
evaluation of the effectiveness of our internal control over financial reporting and concluded that
our internal control over financial reporting was effective as of December 31, 2006.
However, going forward, if we fail to maintain the effectiveness of our internal controls, our
management may not be able to conclude on an ongoing basis that we have effective internal controls
over financial reporting in accordance with the Sarbanes-Oxley Act. In addition, even if our
management concludes that our internal controls over financial reporting are effective, our
independent auditors may disagree and decline to attest to our managements assessment or may issue
an adverse opinion in the future. Moreover, effective internal controls are necessary for us to
produce reliable financial reports. As a result, any failure to achieve and maintain effective
internal controls over financial reporting could result in the loss of investor confidence in the
reliability of our financial statements, which in turn could 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 are vulnerable to natural disasters and other calamities.
Our servers are currently 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, 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. Any such event could adversely affect our ability to provide our services to
users. See Item 4. Information on the Company Business Overview Technology.
We may become a passive foreign investment company, which could result in adverse U.S. tax
consequences to U.S. investors.
We may be a passive foreign investment company for U.S. federal income tax purposes for any
year. Such classification could result in adverse U.S. tax consequences to U.S. investors. For
example, if we are a passive
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foreign investment company for any year, our U.S. investors may be
subject to increased tax liabilities under U.S. tax laws and regulations and may be subject to
additional reporting requirements. The determination of whether we are a passive foreign investment
company will be made on an annual basis and will depend on the composition of our income and
assets, including goodwill. The calculation of goodwill will be based, in part, on the market value
of our ADSs from time to time, which may be volatile. In general, we will be classified as a
passive foreign investment company for any taxable year in which either (1) at least 75% of our
gross income is passive income or (2) at least 50% of the value (determined on the basis of a
quarterly average) of our assets is attributable to assets that produce or are held for the
production of passive income. For purposes of these tests, cash, including working capital, and
investments are considered assets that produce or are held for the production of passive income. If
our retained cash or investments and any other passive assets comprised at least 50% of the value
of our assets, we could be a passive foreign investment company. Our determination of whether we
are a passive foreign investment company is not binding on the Internal Revenue Service. We cannot
assure you that we will not be a passive foreign investment company for the current or any future
taxable year. If we are a passive foreign investment company in any year that a U.S. investor holds
shares or ADSs, we generally will continue to be treated as a passive foreign investment company
for that investor in all succeeding years. We urge U.S. investors to consult their own tax advisors
concerning the availability and making of a mark-to-market election. See Item 10. Additional
Information Taxation United States Federal Income Taxation Passive foreign investment company
rules.
Our subsidiaries face limitations on paying dividends or making other distributions to us.
We are a holding company and do not have any assets or conduct any business operations other
than our holding of the equity interests in, directly and indirectly:
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Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd., or
WFOE, a wholly foreign owned enterprise in China; |
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Qianjin Network Information Technology (Shanghai) Co., Ltd., or Tech JV; |
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Shanghai Qianjin Advertising Co., Ltd., or AdCo, and its subsidiaries; and |
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Shanghai Wang Ju Human Resource Consulting Co., Ltd., or Wang Ju. |
As a result of our holding company structure, we rely entirely 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 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 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 regulates 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 in December 2005 and foreign persons are now permitted 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% in August 2006.
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Prior to our restructuring, 51net, our British Virgin Islands subsidiary and a foreign entity,
owned 99% of Tech JV, which in turn owned, and continues to own, 80% of AdCo. AdCo owned, and
continues to own, 90% of the principal 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 our past non-compliance with foreign ownership laws limitations.
There remains uncertainty regarding whether foreign owned PRC entities, such as AdCo, are
required to obtain special governmental approval in order to establish subsidiaries in the PRC or
otherwise invest in PRC entities. Following the formation 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. As a result, it is uncertain
whether special governmental approval, which we did not obtain, was necessary for the establishment
by AdCo of the AdCo Subsidiaries.
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. Furthermore, if new
governmental regulations arise in the future, the AdCo Subsidiaries may be subject to new
requirements and approvals.
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 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.
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.
Current PRC laws and regulations limit foreign investment in entities providing human resource
related services and in entities operating as Internet content providers. We currently provide
technical, consulting and human resource related services in conjunction with our affiliated
entity, RAL, which is wholly owned by Tao Wang, an executive of our company, and Michael Lei Feng,
our strategic advisor and a former executive officer. 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 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.
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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 Qian Cheng, which is wholly owned by Tao Wang and Michael Lei
Feng. 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 these 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 4. Information on the Company Organizational Structure.
If our affiliated entity RAL is found to be operating in jurisdictions outside of Shanghai
without a business license, we could be subject to sanctions and our revenues could be
adversely affected.
RALs existing human resource services license is limited to Shanghai. In 2006, revenues from
human resource related services provided to customers outside Shanghai accounted for approximately
3% of our total revenues. It is possible that government authorities in jurisdictions outside
Shanghai where certain of RALs customers are located may assert that RAL is providing human
resource related services in such jurisdictions without a necessary license and is required to
obtain a human resource services license in such jurisdictions. As a result, RAL could be required
to cease providing human resource services to customers in such locations which could result in a
reduction in human resource related revenues. In addition, RAL may be subject to sanctions in the
form of forfeiture of profits, fines, or both.
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 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 4. Information on the Company
Organizational Structure.
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 current 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
advertising, human resource services and Internet content industries. These laws and regulations
are relatively new and 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.
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.
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 with respect to the:
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amount of government involvement; |
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level of development; |
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growth rate; |
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control of foreign exchange; and |
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allocation of resources. |
While the PRC economy has experienced significant growth in the past 20 years, growth has been
uneven, both geographically and among various sectors of the economy. The PRC government has
implemented various measures to encourage economic growth and guide the allocation of resources.
Some of these measures benefit the overall PRC economy, but may also have a negative effect on us.
For example, our financial condition and results of operations may be adversely affected by
government control over capital investments or changes in tax regulations that are applicable to
us.
The PRC economy has been transitioning from a planned economy to a more market-oriented
economy. Although in recent years the PRC government has implemented measures emphasizing the
utilization of market forces for economic reform, the reduction of state ownership of productive
assets and the establishment of sound corporate governance in business enterprises, a substantial
portion of the productive assets in China is still owned by the PRC government. The continued
control of these assets and other aspects of the national economy by the PRC government could
materially and adversely affect our business. 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 also determine to
develop and support government owned or controlled human resource enterprises in direct competition
with us. In addition, the PRC government continues to play a significant role in regulating
industry development by imposing industrial policies. It also exercises significant control over
PRC economic growth through the allocation of resources, controlling payment of foreign
currency-denominated obligations, setting monetary policy and providing preferential treatment to
particular industries or companies. Efforts by the PRC government to slow the pace of growth in the
Chinese economy could result in reduced job growth and recruitment activity, which in turn could
reduce demand for our recruitment advertising services. In addition, the PRC government could
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 Information Industry, 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 PRC Ministry of Information
Industry 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.
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 Netcom under the administrative
control and regulatory supervision of the PRC Ministry of Information Industry. 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
Netcom 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
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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 usage.
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 current 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 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.
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. On July
21, 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 2.5% in 2005 and
3.3% in 2006, and we reported losses from foreign currency translation of RMB11.3 million in 2005
and RMB9.4 million in 2006 (US$1.2 million). In May 2007, the PRC government widened the daily
trading band of the Renminbi against a basket of certain foreign currencies from 0.3% to 0.5%. It
is possible that the Chinese government could adopt a more flexible currency policy, 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
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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 entirely 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.
We face risks related to health epidemics and other outbreaks.
Our business could be adversely affected by the effects of avian flu, Severe Acute Respiratory
Syndrome, or SARS, or another epidemic or outbreak on the economic and business climate.
Restrictions on travel resulting from any prolonged recurrence of 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 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 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 avian flu, SARS or any other epidemic.
Recent regulations relating to offshore investment activities by PRC residents may increase the
administrative burden we face and create regulatory uncertainties that may limit our ability to
acquire PRC companies.
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. In
2005, the PRC State Administration of Foreign Exchange, or SAFE, issued various regulations that
will require approvals from, and registrations with, PRC government authorities in connection with
direct or indirect offshore investment activities by PRC residents and PRC corporate entities. A
SAFE regulation, effective from November 1, 2005, retroactively requires registration of direct or
indirect investments previously made by PRC residents in offshore companies before March 31, 2006.
In the event that a PRC shareholder with a direct or indirect stake in an offshore parent company
fails to make the required registration, the failure would subject such PRC shareholder to personal
liability and may also limit such offshore parent companys ability to contribute additional
capital into its PRC subsidiaries or its PRC subsidiaries ability to distribute dividends to the
offshore parent, or otherwise adversely affect its business.
Current regulations are still uncertain and unclear. It is possible that the relevant
government authorities may promulgate new legislation to interpret, amend or implement these
regulations 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 operations. For more information about SAFE
regulations, see Item 10. Additional Information Exchange Controls.
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 additional common shares or ADSs; and |
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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.
These market fluctuations may also materially and adversely affect the market price of our ADSs.
The price of our ADSs has experienced significant volatility since our initial public offering and
we expect the price and volume volatility with respect to our ADSs to continue in the future.
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 in the future
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.
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
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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.
Our corporate affairs are governed by our memorandum and articles of association, the Cayman
Islands Companies Law (2004 Revision) 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. 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 affiliated
Chinese entities, the primary ones being:
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Shanghai Qianjin Advertising Co., Ltd., or AdCo, and AdCos eight branch
offices, seven 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; |
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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; |
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Beijing Run An Information Consultancy Co., Ltd., or Run An, which holds a
minority interest in Qian Cheng; |
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Shanghai Wang Cai Advertising Co., Ltd., or Wang Cai AdCo, which is an AdCo
Subsidiary jointly owned by AdCo and TechJV and holds licenses to conduct advertising
businesses; |
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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 our AdCo Subsidiary in the city of Wuhan that conducts
advertising businesses. |
In May 2004, we engaged in a restructuring to comply with then PRC foreign ownership
limitations. Since 2002, substantially all of our business and operations have been conducted
through Tech JV and its branches, AdCo and the AdCo Subsidiaries. For a discussion on our group
structure and the contractual arrangements among our entities, see Item 4. Information on the
Company Organizational Structure.
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 April 2006, we formed a business alliance with Recruit, a privately held human resource
services company in Japan, to collaborate on the development of our human resource products and
services in China. Under the terms of our business alliance agreement, we have also established an
internal corporate planning group staffed with personnel from Recruit to explore potential business
opportunities outside of the human resource services industry in China although to date we have not
begun to offer any such products.
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
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 for 2004 consisted of purchases of computers, network
equipment, software and other intellectual property rights for a total of approximately RMB13.8
million. Our principal capital expenditures for 2005 were approximately RMB54.4 million and
included installment payments toward the purchase of a new office complex and purchases of office
equipment and software. In April 2006, we completed the purchase of an office complex at No. 1387,
Zhang Dong Road in Zhangjiang, Shanghai, which serves as our principal executive offices, for
RMB113.7 million (US$14.6 million). Additionally, in July 2006, we completed the purchase of our
former executive offices at 21st Floor, Wen Xin Plaza, 755 Wei Hai Road, which now serves as our
downtown
23
Shanghai sales office, for RMB27.9 million (US$3.6 million). Our principal capital
expenditures in 2006 totaled RMB155.0 million (US$19.9 million) and consisted of the remaining
installment payments to complete the purchase of the Zhangjiang office complex, the purchase of the
21st Floor, Wen Xin Plaza and the purchases of computers, office equipment and software.
Our capital expenditure plans for 2007 have not yet been fixed, but we intend to purchase
computers, technology-related equipment and software. Capital expenditures in 2006 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 provider of integrated human resource services in China, with
a strong focus on recruitment advertising. We believe that we are the only significant nationwide
provider that integrates print and online recruitment advertising services in China. We closely
integrate these two media to allow us to attract a broad base of advertisers and reach a wide and
diverse audience of job seekers. In addition to recruitment advertising services, we also provide
executive search and other complementary human resource related services to employers. We aim to be
a one-stop solution to human resource departments by providing recruitment and other human
resource related services to employers.
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 in
connection with eSearch and other human resource related services.
Our Product and Services
We provide a range of human resource services in the following categories:
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recruitment related services, including print advertising, online
recruitment and executive search services; and |
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other human resource related services, such as training and business process
outsourcing. |
We generate the majority of our revenues from our recruitment related services consisting of
our integrated print advertising and online recruitment services as well as our executive search
services. Our print advertising business generated 62.7% of our revenues in 2004, 59.8% of our
revenues in 2005 and 55.8% of our revenues in 2006. Our online recruitment services business
generated 23.2% of our revenues in 2004, 26.8% of our revenues in 2005 and 31.5% of our revenues in
2006. Our executive search business generated 5.2% of our revenues in 2004, 4.4% of our revenues in
2005 and 2.9% of our revenues in 2006.
We offer a number of other value-added human resource services in areas such as training and
business process outsourcing. Other human resource related services generated 8.9% of our revenues
in 2004, 9.0% of our revenues in 2005 and 9.8% of our revenues in 2006.
Recruitment related 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 March 31, 2007, 51job Weekly was published in 23 major cities
in China. We established operations in the city of Tianjin in January 2006.
24
The 23 cities where 51job Weekly is published and our newspaper contractor in each city as of
March 31, 2007 are as follows:
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City |
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Newspaper contractor(1) |
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Beijing
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China Trade News
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Changchun
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City Evening News
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Changsha(2)
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Human Resource News
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Chengdu
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Hua Xi Metropolitan News
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Chongqing
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Human Resource News
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Dalian
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Dalian Evening News
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Fuzhou
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Straits Talent News
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Guangzhou
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Guangzhou Youth Daily
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Hangzhou
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News Information Daily
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Harbin
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Harbin Lifestyle Daily
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Hefei
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Hefei Evening News
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Jinan
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Jinan Times |
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Kunming
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Chuncheng Evening News |
Nanjing
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Modern Express |
Ningbo
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Modern Golden News |
Qingdao
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Qingdao Financial Times |
Shanghai
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China Trade News |
Shenyang
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Friendly Times |
Shenzhen
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Nan Fang Metropolitan News |
Tianjin
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Metro Express |
Wuhan
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News Information Daily |
Xian
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China Merchant News |
Zhengzhou
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Youth Herald |
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(1) |
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English translations of the Chinese names. |
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(2) |
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In September 2006, we changed our newspaper contractor in Changsha from Sanxiang Metropolitan
News. |
51job Weekly is not published in Hong Kong, Dongguan or Suzhou 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 substantially all 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.
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 a
relationship with a 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 self-help kiosks
at job fairs, in the lobbies of major office buildings, at post offices, on university campuses and
in other public areas where the public circulation of newspapers is permitted. We have entered into
marketing arrangements to offer free copies of 51job Weekly in subway stations in Shanghai and
Tianjin, and in light rail stations in Chongqing, Dalian and Tianjin.
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. From inception, we have
changed our newspaper contractor a total of nine times across the 23 cities in which we had a
contract with local newspapers as of March 31, 2007. 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.
25
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. As we grow in our
existing markets and expand into new cities, we focus 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.
Our print advertising business is characterized by seasonal variations, particularly during
the peak hiring periods around the Chinese New Year holidays and the beginning of May and October.
As a result, our print advertising 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.
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2004 |
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2005 |
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2006 |
Estimated number of print advertising pages(1) |
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9,001 |
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11,884 |
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12,609 |
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Number of cities where 51job Weekly was published(2) |
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19 |
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23 |
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23 |
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(1) |
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For the years ended December 31, 2004, 2005 and 2006. |
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(2) |
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As of December 31, 2004, 2005 and 2006. |
From our inception through 2005, increases in our estimated number of print advertising
pages generally reflected our geographic expansion as well as further penetration of existing
markets. Beginning in 2006, we have focused our efforts and resources on increasing penetration in
existing cities. There is no direct correlation between the growth in the number of cities in which
we operate and in the overall number of our print advertising pages.
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 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 17.6 million user accounts established since the launch of our website
in 1999 and more than 11.6 million resumés posted online as of March 31, 2007. 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.
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
devices 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
26
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 and maintain these sites for our
clients. These client sites, together with our www.51job.com website, are hosted by China Telecom
and China Netcom.
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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2004 |
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2005 |
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2006 |
Estimated unique employers using online recruitment services |
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39,317 |
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56,599 |
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74,950 |
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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 and career development 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 substantially all 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.
Executive search eSearch. To meet employers recruitment needs, we supplement our
recruitment advertising service with our eSearch executive search services. We conduct searches
principally for 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 a minimum upfront retainer. We maintain a team of
specialized executive search consultants whom we dedicate exclusively to providing this service,
while working closely with our recruitment and other sales staff to cross-sell our products and
develop client relationships. In addition, our search consultants can access our extensive online
candidate resumé database which other search firms are restricted from using. Substantially all of
our executive search assignments are engaged locally in China.
Other human resource related services
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 leading provider of integrated human resource
services.
We perform business process outsourcing services by managing human resource administrative
functions for employers on an outsourced basis. We currently provide business process outsourcing
services to a small number of corporate clients with respect to social insurance and welfare
payment processing, tracking compliance with local governmental employment regulations and payroll
processing. We continue to build our outsourcing capability and expertise.
27
We seek to develop business process outsourcing services as part of our strategy to become a
one-stop solution to our clients. While the market for these services in China is currently
limited compared to developed economies like the United States, we expect to further expand and
develop these services as the market in China grows. 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 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.
We provide our monthly human resource trade magazine called Human Capital to clients on a
subscription or complimentary basis. This magazine, which has been produced since August 2002, is
targeted principally at corporate human resource personnel and contains articles, commentary,
interviews and reports on human capital management topics.
We also provide 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 for employees and candidates.
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 have also developed a human resource
management software that allows employers to track attendance, payroll, vacation and other employee
related information.
Technology
We design and update our website and develop our proprietary software entirely in-house. Our
website is hosted by China Telecom and China Netcom, 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 several hours. Complimentary
online postings for advertisements in 51job Weekly generally appear on www.51job.com within one to
two days.
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 Netcom 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
are vulnerable to natural disasters and other calamities; and We are dependent on our Internet
service provider, 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 lines of
business. 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.
28
Print advertising
51job Weekly is published in 23 cities across China as of March 31, 2007 and our core markets
include Beijing, Guangzhou, Shanghai and Shenzhen. 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 in our core markets 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 has begun print advertising operations in some 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, 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, following Monster
Worldwides acquisition of an initial 40% stake in ChinaHR.com for US$50 million in February 2005,
ChinaHR.com has been purported in public reports to be significantly increasing its sales and
marketing activities in China. In September 2006, SEEK Limited, a provider of online recruitment
and training services in Australia, acquired 25% of Zhaopin.com for approximately US$20 million and
according to recent public reports, Zhaopin.com intends to increase its sales and marketing
expenditures in 2007. As a result of these events, we could encounter significantly increased
competition in some or all of our markets.
Other services
We believe that the competition for our other human resource related services, especially for
executive search, training and business process outsourcing services, is largely fragmented and
localized. The main competitors in our market for executive search services in China include
entities such as Bó-Lè Associates, Ltd., Horton International, Hudson Highland Group, which is a
spin-off from Monster Worldwide, and Sterling, each of which provides executive search services on
a nationwide basis.
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 such channels as direct marketing, event marketing, mass media advertising, online
marketing, cross-marketing and media promotions to target three key groups:
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employers with hiring needs; |
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job seekers; and |
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human resource departments with actual or potential outsourcing needs. |
Direct marketing. We target employers principally through direct marketing. As of December 31,
2006, we employed over 1,400 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. 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. We believe that direct marketing has been highly effective in attracting new
customers. In addition, we believe that, by providing significant personal contact with potential
clients, direct marketing enables us to understand the current and evolving needs of our existing
and prospective customers and helps us develop new services and products.
Event marketing. We organize customer events, such as recruiting workshops and product
information seminars as well as networking social 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
29
complimentary copies of 51job Weekly at job fairs, at office buildings, in subway stations in
select cities 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.
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
television, radio, and outdoor advertising on 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 Human Capital. We also establish cross-marketing relationships with a variety
of partners. We believe that we also 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 profile and image among both employers and job seekers, and
attracts interest and generates 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 with the Trademark Office of the PRC State Administration for
Industry and Commerce, including
,
51job.com,
,
eHire,
and
eSearch. 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 4. Information on the Company Organizational Structure.
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:
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Foreign Investment Industrial Guidance Catalogue (2004); and |
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Regulations on Administration of Foreign Investment in Advertising Enterprises (2004). |
Beginning on December 10, 2005, foreign investors, individually or in the aggregate, are
permitted to own 100% of the equity interest in an advertising company in the PRC subject to
certain qualification requirements. However, for those advertising companies who provide online
advertising service, foreign ownership restrictions on the Internet content provision business are
still applicable.
Human resource services companies
The principal regulation governing 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 PRC State Administration for Industry and Commerce. 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%.
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. An entity may provide online services to customers, including selling recruitment
advertising and other online services, without being required to have an Internet content
provider license. However, the act of coordinating with the Internet service provider to effect
the placement of such content requires an Internet content provider license.
The principal regulations governing foreign ownership in Internet content providers in China
include:
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Administrative Rules for Foreign Investments in Telecommunications Enterprises (2001); and |
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Foreign Investment Industry Guidance Catalogue (2004). |
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.
Recent changes in regulation
In accordance with its commitments made in connection with the PRCs entry into the World
Trade Organization, or WTO, the PRC government has reduced the limitations on foreign investment in
advertising businesses in China. Beginning in August 2006, foreign entities are allowed to own up
to 70% of human resource companies. There are no laws or regulations setting forth any schedule for
future relaxation of limitations in the human resource and Internet content businesses.
General Regulation of Our Businesses
Advertising
The PRC State Administration for Industry and Commerce is responsible for regulating
advertising activities in the PRC. The principal regulations governing advertising (including
online advertising) in China include:
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Advertising Law (1994); |
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Administration of Advertising Regulations (1987); and |
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Measures for the Administration of Advertising Business Licenses (2005). |
An entity providing advertising services must obtain an approval from the PRC State
Administration for Industry and Commerce or one of its local offices.
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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 PRC State Administration for Industry and Commerce. 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.
Internet content 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 PRC Ministry of Information Industry and the PRC
State Administration for Industry and Commerce. The principal regulations applicable to
telecommunications and Internet service providers include:
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Telecommunications Regulations (2000); |
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The Administrative Measures for Telecommunications Business Operating Licenses (2001); and |
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The Internet Information Services Administrative Measures (2000). |
Under these regulations, delivery of Internet content is classified as a value-added
telecommunications service, and a commercial operator of such services must obtain an Internet
content provider license from the appropriate telecommunications authorities.
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 PRC State Administration for
Industry and Commerce for renewable ten-year periods. Trademark license agreements are required to
be filed with the Trademark Office of the PRC State Administration for Industry and Commerce for
the record.
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 CNNIC, on February 14, 2006 and effective on March 17, 2006, under which
CNNIC can authorize domain name dispute resolution institutions to decide disputes.
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, in
recent years, 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. While PRC laws do not prohibit Internet
content providers from collecting personal information of their users, under
32
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 regulation governing foreign currency exchange in the PRC is the Foreign
Currency Administration Rules (1996), as amended. Under these rules, 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 State
Administration for Foreign Exchange of the PRC is obtained.
Under the Foreign Currency Administration Rules, foreign-invested enterprises in the PRC may
purchase foreign exchange without the approval of the State Administration for Foreign Exchange of
the PRC 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 State Administration for Foreign Exchange of the PRC) 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 State
Administration for Foreign Exchange of the PRC.
Dividend distribution
The principal regulations governing distribution of dividends paid by wholly foreign owned
enterprises and Sino-foreign equity joint ventures include:
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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; and |
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Sino-foreign Equity Joint Venture Enterprise Law Implementing Rules (1983), as amended. |
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
Prior to the formation of our company, due to then existing PRC restrictions on the foreign
ownership of advertising companies, our businesses were principally operated by two PRC entities,
Beijing Run An Information Consultancy Co., Ltd., or Run An, and Beijing Qian Cheng Si Jin
Advertising Co., Ltd., or Qian Cheng. Run An and Qian Cheng were formed in 1997 and 1999,
respectively, and both are controlled and owned by Tao Wang, a PRC citizen who is an executive of
our company, and Michael Lei Feng, a PRC citizen who is our strategic advisor and a former
executive officer. Run Ans original market research and insurance agency businesses, unrelated to
our current operations, were discontinued in 1999. Run An began providing executive search services
in 2000. Qian Cheng was established by Michael Lei Feng and Run An to provide advertising services.
33
In January 2000, Qianjin Network Information Technology (Shanghai) Co., Ltd., or Tech JV, was
formed as a joint venture between Qian Cheng and 51net.com Inc., or 51net, a British Virgin Islands
company established by Rick Yan and Norman Lui. Subsequently, Tech JV established a majority owned
subsidiary, Shanghai Qianjin Advertising Co., Ltd., or AdCo, with Qian Cheng as the sole minority
shareholder. AdCo in turn established several majority owned subsidiaries with Qian Cheng as the
sole minority shareholder and a jointly owned entity with Tech JV called Shanghai Wang Cai
Advertising Co., Ltd., or Wang Cai AdCo, which we refer to collectively as the AdCo Subsidiaries.
Prior to our May 2004 restructuring discussed below, 51net owned 99% of the equity interest in Tech
JV. After Tech JV and its branches, AdCo and the AdCo Subsidiaries obtained the necessary business
licenses, the business and operations of Run An and Qian Cheng were transferred to Tech JV and its
branches, AdCo and the AdCo Subsidiaries over a period of time. This transfer was effected through
the transfer of customers, employees and operations to these entities and did not involve a formal
sale of assets or equity. Since 2002, substantially all of our business and operations have been
conducted through Tech JV and its branches, AdCo and the AdCo Subsidiaries.
On March 24, 2000, our company was incorporated as an exempted limited liability company in
the Cayman Islands by our founders, Rick Yan, Michael Lei Feng, Norman Lui and Kathleen Chien. An
exempted company under Cayman Islands law is a company that carries on its business mainly outside
the Cayman Islands and is exempt from certain requirements of the Companies Law of the Cayman
Islands. Subsequently, we acquired 51net and became the holding company of our corporate group. We
also formed a wholly owned subsidiary in the Cayman Islands, 51net Beijing, and a wholly owned
subsidiary in the PRC, Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd., or
WFOE, to hold some of our intellectual property rights and generally facilitate our operations
through network and software related technical support services. 51net Beijing holds all of the
equity interest in WFOE.
Our relationships with Run An and Qian Cheng, 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 under FASB Interpretation No. 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51, or FIN 46.
Each of the material entities in our group, including our material affiliated entities that we
use to operate our businesses and in which we hold no equity interest, is described below under
Description of the Material Group Entities.
Our May 2004 Restructuring and Arrangements with Affiliated Entities
The PRC government regulates foreign ownership in entities that provide 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 limitation was
relaxed to permit foreign ownership of up to 70% of a PRC advertising entity, and beginning in
December 2005, foreign investors are permitted to wholly own PRC advertising entities. 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. Since August 2006, foreign
ownership in entities providing human resource related services has been limited to 70%. Tech JV
obtained an online advertising license in May 2000 and a license to conduct human resource related
services in September 2002. In addition, AdCo, an 80% owned subsidiary of Tech JV, obtained an
advertising license in June 2001 and various AdCo branches and subsidiaries received additional
advertising licenses as we expanded into new cities. Tech JV and its branches, AdCo and the AdCo
Subsidiaries obtained these licenses in accordance with what we believe to be prescribed procedures
under then applicable PRC regulations. Over a period of time, beginning when Tech JV and its
branches, AdCo and the AdCo Subsidiaries acquired these licenses, we transferred the business and
operations conducted by our affiliated entities to Tech JV and its branches, AdCo and the AdCo
Subsidiaries. From 2002, Tech JV and its branches, AdCo and the AdCo Subsidiaries have conducted
substantially all of our advertising and human resource related businesses.
In May 2004, we engaged in a restructuring which, among other things, reduced our effective
interest in Tech JV to 69.7%. In addition, Tao Wang and Michael Lei Feng formed Shanghai Run An
Lian Information Consultancy Co., Ltd., or RAL, an affiliated entity in which we hold no equity
interest. As part of our restructuring, RAL entered into a series of agreements with us that permit
us to consolidate all of its financial results under FIN 46. As a result, we consolidate RAL and
continue to consolidate Qian Cheng and Run An under our new structure.
Our services are currently provided through the following group entities:
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online recruitment services are provided by Tech JV, which does not act as
an Internet content provider; |
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print advertising services are provided by AdCo and the AdCo Subsidiaries,
which are all direct and indirect majority owned PRC subsidiaries of Tech JV; |
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human resource related services are provided by RAL and Shanghai Wang Ju
Human Resource Consulting Co., Ltd., or Wang Ju, which hold licenses to provide human
resource related services; and |
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Internet content provider services are provided by RAL through a contractual
arrangement with Tech JV; RAL holds a license to act as an Internet content provider and
operates our www.51job.com website. |
For a description of the distinction between an entity that provides online services and an
Internet content provider, see Item 4. Information on the Company Business Overview
Regulation Limitations on Foreign Ownership of Our Businesses Internet content providers.
We no longer provide services together with Run An or Qian Cheng.
Tech JV and its branches, AdCo and the AdCo Subsidiaries recognize substantially all of our
revenues and receive substantially all of the cash payments from our clients. Under the terms of
our contractual arrangements with Qian Cheng, WFOE receives all of the economic rewards and bears
all of the economic risks of Qian Chengs minority interest in Tech JV, AdCo and the AdCo
Subsidiaries.
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 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.
In addition, there remains uncertainty regarding whether foreign owned PRC entities, such as
AdCo, were required to obtain special governmental approval in order to establish subsidiaries in
the PRC or otherwise invest in PRC entities. Following the formation 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. As a result, it is
uncertain whether special governmental approval, which we did not obtain, was necessary for the
establishment by AdCo of the AdCo Subsidiaries.
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.
Group Ownership Structure
The chart on the next page sets forth our current ownership structure.
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(1) |
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Does not include Wang Jin Information Technology (Shanghai) Co., Ltd., a wholly owned
subsidiary of 51net established in the PRC with no current operations. |
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Includes the subsidiaries and branches of AdCo that conduct advertising businesses and
Shanghai Cheng An Human Resources Co., Ltd., which provides outsourcing services. |
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Excludes Wuhan AdCo and Wang Cai AdCo, which are set out separately in the chart. |
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Our subsidiary, 51net, directly holds 51% of the outstanding shares of Tech JV, Qian
Cheng directly holds 1% of the outstanding shares of Tech JV, and our AdCo Subsidiary located in
the city of Wuhan, Wuhan Mei Hao Qian Cheng Advertising Co., Ltd., or Wuhan AdCo, directly holds
the remaining 48% of the outstanding shares of Tech JV. As a result of 51nets indirect majority
ownership of Wuhan AdCo and Qian Chengs direct minority ownership of Wuhan AdCo, 51net is deemed
to effectively hold 69.7% of the equity interest in Tech JV and Qian Cheng is deemed to effectively
hold 30.3% of the equity interest in Tech JV.
Qian Cheng, Run An and RAL are each owned by Tao Wang and Michael Lei Feng. Qian Cheng is 87%
owned by Michael Lei Feng and 13% owned by Run An. Run An is 87% owned by Tao Wang and 13% owned by
Michael Lei Feng. RAL is 80% owned by Michael Lei Feng and 20% owned by Tao Wang. As a result of
their ownership interest in Run An, Michael Lei Feng and Tao Wang effectively holds 89% and 11%,
respectively, of the equity interest in Qian Cheng.
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 PRC State Administration for Industry and Commerce 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. Immediately before our May 2004
restructuring, 51net held 99% of the equity interest in Tech JV and Qian Cheng held the remaining
1%. As part of our restructuring, 51net transferred 48% of its equity interest in Tech JV to Wuhan
AdCo. Since 51net indirectly holds a majority equity interest in Wuhan AdCo, and Qian Cheng
directly and indirectly holds a minority interest in Wuhan AdCo, 51net holds 69.7% of the effective
equity interest and Qian Cheng holds 30.3% 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
PRC State Administration for Industry and Commerce. 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 30.3% effective equity interest
in Tech JV. Qian Cheng is an affiliated entity in which we hold no equity interest. Qian Cheng was
established by, and is wholly owned directly and indirectly by, Michael Lei Feng 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 was established by, and since its inception has
been wholly owned by, Michael Lei Feng 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.
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AdCo and the AdCo Subsidiaries
We provide print advertising services through Shanghai Qianjin Advertising Co., Ltd., or AdCo,
and AdCos eight branch offices, AdCos seven 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.
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.
Contractual Arrangements Among Our Group Entities
The relationships and economic arrangements among our group entities are governed by a series
of agreements. As part of our May 2004 restructuring, we amended or terminated certain existing
agreements and entered into certain additional agreements. The material agreements which currently
govern the relationships and economic arrangements among our group entities are illustrated in the
following chart and described in greater detail below.
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Contractual arrangements with RAL
RAL technical and consulting service agreement. The technical and consulting service agreement
between RAL and WFOE provides that 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.
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. 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.
Tech JV and RAL cooperation agreement. Tech JV and RAL have entered into a cooperation
agreement 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
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 two years and is
renewable upon the written consent of 51net.
Contractual arrangements with Qian Cheng
Qian Cheng technical and consulting service agreement. WFOE and Qian Cheng have entered into a
technical and consulting services agreement 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 Qian Cheng technical and consulting
service 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.
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. 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
39
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.
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.
Each of the above agreements, except the call option agreement, is dated as of May 3, 2004.
In the opinion of Jun He Law Offices, our PRC legal counsel:
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our current ownership structure is in compliance with existing PRC laws and
regulations; |
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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; and |
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our current business operations as described in this annual report are not
in violation of existing PRC laws, rules and regulations. |
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 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
and Risks Related to the Peoples Republic of China The PRC legal system has inherent
uncertainties that could materially and adversely affect us.
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,
Shenyang, Shenzhen, Suzhou, Tianjin, Wuhan, Xian, Zhengzhou and Hong Kong. As of the date of this
annual report, we have leases for office space totaling approximately 15,577 square meters. We
believe that we will be able to obtain adequate facilities, principally through the leasing of
appropriate properties, to accommodate our expansion plans in the near future.
In April 2006, we completed the purchase of an office complex totaling approximately 12,600
square meters at No. 1387, Zhang Dong Road in Shanghai. The purchase price for the new premises was
RMB113.7 million (US$14.6 million) and was funded through operating cash flows and existing capital
resources. We completed the move of our national technology and online service center as well as
our principal executive offices to the new office complex in September 2006.
In July 2006, we completed the purchase of our former executive offices of approximately 1,615
square meters at 21st Floor, Wen Xin Plaza, 755 Wei Hai Road, for an aggregate consideration of
RMB27.9 million (US$3.6 million). This location now serves as our downtown Shanghai sales office.
We funded this purchase through operating cash flows and through our existing capital resources.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
40
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.
A. Overview
We believe that we are a leading provider of integrated human resource services in China. The
primary driver of our financial results has been the increase in revenues from our print
advertising and online recruitment services businesses. The increases in our revenues in 2004 and
2005 reflected greater customer penetration in our existing markets as well as expansion into new
cities in China. In 2006, we slowed our new market entries and focused our resources on growing our
customer base and increasing sales in existing cities.
Our net income has increased each year since we became profitable in 2002 on a full-year
basis. The increase in net income in 2004 reflected both our revenue growth as well as the
reduction as a percentage of net revenues of our cost of services and operating expenses driven by
improved economies of scale and operational efficiencies. Net income was relatively unchanged from
2004 to 2005 as our revenue growth and the decrease in cost of services as a percentage of net
revenues were offset by higher operating expenses. The increase in net income in 2006 reflected the
combination of revenue growth, lower cost of services as a percentage of net revenues and lower tax
rates, which were partially offset by higher operating expenses.
Revenues
Our total revenues in 2006 were RMB697.9 million (US$89.4 million), an increase of 17.2% from
RMB595.6 million in 2005. The substantial majority of our revenues come from employers who purchase
our 51job Weekly advertisements and www.51job.com recruitment services. The revenue growth we have
achieved historically in our recruitment advertising businesses have been principally characterized
by expansion in existing cities as well as our entry into new cities. Since January 2006, we have
not established operations in a new city and have focused our resources and efforts on increasing
customer penetration in existing cities. We believe that our revenue growth will continue to be
driven by further development and liberalization of the Chinese economy and other macroeconomic
factors, including the proliferation of new enterprises, increasing competition among companies for
skilled and experienced workers, and growth in job openings in China. We believe these factors
should lead to increased use and growing acceptance of recruitment advertising and other human
resource services by employers in China. In addition, we believe that an increasingly skilled,
educated and urbanized workforce in China will drive the demand for and utilization of our
services.
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, |
|
|
2004 |
|
2005 |
|
2006 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
62.7 |
% |
|
|
59.8 |
% |
|
|
55.8 |
% |
Online recruitment services |
|
|
23.2 |
|
|
|
26.8 |
|
|
|
31.5 |
|
Executive search |
|
|
5.2 |
|
|
|
4.4 |
|
|
|
2.9 |
|
Other human resource related services |
|
|
8.9 |
|
|
|
9.0 |
|
|
|
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth our revenue growth rates by business line for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
|
|
compared to |
|
compared to |
|
compared to |
|
|
2003 |
|
2004 |
|
2005 |
Print advertising |
|
|
64.6 |
% |
|
|
18.5 |
% |
|
|
9.3 |
% |
Online recruitment services |
|
|
44.9 |
|
|
|
43.0 |
|
|
|
37.8 |
|
Executive search |
|
|
58.2 |
|
|
|
5.6 |
|
|
|
(24.2 |
) |
Other human resource related services |
|
|
137.9 |
|
|
|
24.8 |
|
|
|
28.2 |
|
Total revenues |
|
|
63.6 |
% |
|
|
24.1 |
% |
|
|
17.2 |
% |
41
Recruitment related revenues
We generate recruitment related revenues from the fees that employers pay us for our 51job
Weekly print advertising services and our www.51job.com online recruitment services as well as our
eSearch executive search services. We believe that our print advertising and online recruitment
services businesses present a significant potential for economies of scale and improvement in our
profitability. As a result, we expect to continue to focus a substantial majority of management
time, resources, and efforts on developing and expanding these businesses. We expect that we will
continue to earn the substantial majority of our revenues and profits from our recruitment related
services in the future.
Print advertising revenues. Our print advertising revenues are generated from fees that we
charge employers for placing recruitment and related advertisements in 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.
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. As we have
increased our operations in existing markets as well as expanded into new cities, the number of
employers who have used our print advertising services and the number of print advertising pages
have grown. Our print advertising revenues are primarily affected by the number of print
advertising pages and the fees that we charge.
We expect that the future growth for our print advertising business will be largely driven by
increases in the volume of our print advertising pages as opposed to increases in average revenue
per page. We believe that our penetration of the total potential market of employers for our print
advertising business remains relatively low. As a result, our strategy for the print advertising
business is focused on increasing the number of employers and print pages rather than increasing
the prices that we charge.
Our print advertising prices vary considerably between individual markets due to differences
in local competitive environments, 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 in the individual markets affect our overall average revenue per page.
Although the prices we charge in our individual markets may remain generally unchanged, we expect
that faster growth in lower priced markets will reduce our overall average revenue per page.
The growth experienced by our print advertising business has varied in recent years. We
believe this growth has been affected by a number of factors including, but not limited to, changes
in market demand for print advertising services in China, 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 large growth rate
fluctuations on a quarterly or annual basis. See Item 3. Key Information Risk Factors Risks
Related to Our Business We rely on our print advertising business to provide a significant
majority of our revenues and any adverse development in this business could materially and
adversely affect our overall results of operations.
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 is actually printed in 51job Weekly. As a result, delays or
cancellations by advertisers hamper our ability to predict revenue 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 recruitment advertising business
is subject to weekly fluctuations which hamper our ability to predict when revenue will ultimately
be recognized, if at all.
42
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. Our online recruitment services revenues are generated
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 businesses that wish to maintain their own dedicated
recruitment website. We do not charge job seekers for using www.51job.com.
We believe that the increase of our online recruitment services revenues has been
characterized by a combination of greater acceptance of online advertising as a recruitment medium
in China and our effectiveness in growing 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 attract print advertising customers to our online recruitment
services, as well as new customers seeking the broader coverage offered by our integration of these
two channels and reaching a wider audience of job seekers.
We expect the future expansion of our online recruitment services revenues will be largely
driven by higher 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 and our overall average revenue per unique employer has been generally stable
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, offsetting these factors that lower our average revenue per unique
employer has been our ability to retain customers and migrate them over time to higher-priced
products. In addition, 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, 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, difficulties we may encounter
in developing or launching higher priced services as well as offerings of similar services by
competitors.
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.
Executive search revenues. Our eSearch executive search revenues are generated from fees and
commissions paid by employers. We generally charge a total assignment fee of up to 30% of the
candidates annual compensation, including a minimum upfront retainer. We offer executive search
services as a part of our one-stop solution strategy to provide employers with a comprehensive
suite of human resource services. We do not expect that this business will contribute significantly
to our revenues in the foreseeable future and our ability to expand this business will depend on
further acceptance of executive search by employers in China as an effective recruitment tool. As a
result, as our recruitment advertising businesses expand, we expect that our executive search
service revenues may continue to decline as a percentage of our overall revenues.
Other human resource related revenues
Revenues from our other human resource related services are principally generated from fees
paid for attending our training seminars and industry conferences and for contracting our business
processing outsourcing services as well as, to a lesser extent, for using our assessment services,
salary survey studies and software product. We expect to continue to expand our training and
outsourcing businesses and aim to develop additional human resource related services and products
for our corporate clients. Although revenues from other human resource related services currently
represent less than 10% of our total revenues, we believe that these services are an important
component of our one-stop human resource solution strategy and enhance our reputation and image
as a industry innovator.
43
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 training and business process outsourcing services, as well
as our sales and marketing efforts. As we believe these newer services and the overall human
resource industry in China are in the early stages of development, we believe there may be
significant market potential in the future but we are unable to quantify the size at this time.
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 2004, 2005 and 2006 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, |
|
|
2004 |
|
2005 |
|
2006 |
Cost of services |
|
|
(49.2 |
%) |
|
|
(47.9 |
%) |
|
|
(44.6 |
%) |
Total operating expenses |
|
|
(30.9 |
%) |
|
|
(38.4 |
%) |
|
|
(38.0 |
%) |
Our cost of services declined as a percentage of our net revenues from 2004 to 2006. We
believe this has been primarily driven by our ability to improve operating leverage and increase
economies of scale, particularly in our print advertising and online recruitment services
businesses. As we have expanded our operations and enlarged our infrastructure, we believe that we
have also been able to attract new corporate clients and to increase cross-selling opportunities
with existing customers across our various markets. This has allowed us to achieve greater
economies of scale as we have realized 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. The higher growth and revenue contribution of the online business relative to our
other businesses has improved our overall operating efficiency. We believe that our online
recruitment services business will achieve higher profit margins than our other recruitment related
businesses in the longer term.
We believe that our operating expenses increased as a percentage of our net revenues from 2004
to 2005 due to expansion of our sales force, higher marketing expenses and greater general
administrative expenses following our becoming a public company in September 2004. In 2006, our
operating expenses declined slightly as a percentage of our net revenues compared to the prior year
as operating leverage was largely offset by higher share-based compensation expenses. Although we
expect to increase spending on sales and marketing activities and product development in order to
expand our operations, we aim to decrease our cost of services and total operating expenses as a
percentage of our net revenues in the longer term through economies of scale and improved operating
efficiencies. However, significant uncertainties may impact our ability to do so 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 includes printing related expenses, employee compensation and
depreciation. Printing related costs, which principally consist of printing, publishing and
distribution expenses that we pay to our newspaper contractors, represent the majority of our cost
of services. Our printing related costs are characterized by both fixed and variable components. In
addition, these costs have tended not to increase or decrease proportionately to increases or
decreases in our print advertising revenues. As a result, we have been able to grow our print
advertising businesses while incurring lower printing related costs relative to 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
44
newspaper contractors. In addition, to a significant extent, 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, depreciation and other costs of services are largely shared across our
various business lines.
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, |
|
|
2004 |
|
2005 |
|
2006 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(15.1 |
%) |
|
|
(20.5 |
%) |
|
|
(20.7 |
%) |
General and administrative |
|
|
(15.8 |
) |
|
|
(17.9 |
) |
|
|
(17.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(30.9 |
%) |
|
|
(38.4 |
%) |
|
|
(38.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Our sales and marketing expenses primarily include 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 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. In addition, we 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 include employee salaries, bonuses and
share-based compensation, building depreciation, office rent and property management fees,
administrative office expenses and professional services fees. General and administrative expenses
increased from 2004 to 2005 due to our expansion into new markets and the overall growth of our
operations. In addition, following our initial public offering in September 2004, we have incurred
additional general and administrative expenses due to the various additional legal, accounting and
other requirements applicable to operating as a public company listed in the United States. Our
general and administrative expenses declined moderately from 2005 to 2006 as improved operating
efficiencies were largely offset by higher share-based compensation expenses under the adoption of
a new accounting policy. We aim to continue 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 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.
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.
In accordance with Income Tax Law of China for Enterprises with Foreign Investment and
Foreign Enterprises, foreign-invested enterprises that are incorporated in China are generally
subject to enterprise income tax, or EIT, at a rate of 33%. As opposed to our business taxes which
is based on our total revenues and which is discussed above in Revenues Net revenues and
business taxes, EIT is a separate tax based on our taxable income. Under prior rules, newly
organized PRC entities conducting advertising businesses were entitled to elect a tax exemption for
their first two years of operation and could carry forward tax losses incurred, if any, during this
two-year period to future periods subject to government approval. A number of our AdCo Subsidiaries
have received the two-year tax exemption treatment. Upon the expiration of their tax exemptions
with the exception of AdCos subsidiary in Shenzhen and Wang Cai AdCos subsidiaries in Shanghai
and Shenzhen, each of which has obtained a preferential tax rate of 15%, the other AdCo
Subsidiaries will be taxed at the statutory tax rate, currently 33%. The majority of these
exemptions expired in 2004 and 2005, which caused our effective tax rate to be significantly higher
in these years. In addition, so long as we continue to recognize share-based compensation expense
and losses from
45
foreign currency translation in future periods, our effective tax rate may exceed the
statutory tax rate as a result of such expense, since share-based compensation and losses from
foreign currency translation are not deductible for PRC tax purposes. 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
business expands, we have established new entities from time to time which, depending on applicable
law, may be entitled to certain tax incentives, including tax exemptions. We obtained new tax
exemptions for some subsidiaries of Wang Cai AdCo which contributed to our lower overall effective
tax rate in 2006 and these exemptions will expire in 2007. We intend to continue to explore
opportunities to take advantage of available tax incentives. In addition, 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.
In late 2006, our foreign-invested Chinese subsidiary, Tech JV, obtained approval from the tax
bureau of Pudong New District for a preferential EIT rate of 15% in Shanghai. Other branches of
Tech JV have been granted a preferential EIT rate of 30%.
On March 16, 2007, the Chinese parliament passed a new tax 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 new tax law is promulgated and are entitled to
preferential tax rates under existing tax laws and regulations, the new tax law has granted a grace
period of up to five years for these enterprises to gradually transition from their current
preferential tax rates to the standard rate of 25%. If we are unable to maintain existing
preferential tax statuses, we may face higher effective income tax rates. See Item 3. Key
Information Risk Factors Risks Related to Our Business If certain tax exemptions and
preferential tax treatments we currently possess become unavailable in China, our effective income
tax rate would increase.
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.
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 account for income taxes under the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, or SFAS No. 109. Under SFAS No. 109, income taxes
are accounted for under the asset and liability method. Deferred taxes are determined based upon
differences between the financial reporting and tax bases of assets and liabilities at currently
enacted statutory tax rates for the years in which the differences are expected to reverse. The
effect on deferred taxes of a change in tax rates is recognized in income in the period of change.
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
46
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 of RMB7.8 million as of December 31, 2004, RMB6.3 million as of
December 31, 2005, and RMB4.9 million (US$0.6 million) as of December 31, 2006.
As of December 31, 2004, 2005 and 2006, we recognized aggregate valuation allowances of RMB7.1
million, RMB5.8 million and RMB7.8 million (US$1.0 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.
Share-based compensation
Prior to January 1, 2006, we accounted for share-based compensation arrangements under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or APB No.
25, and complied with the disclosure provisions of Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation, or SFAS No. 123. In general, compensation cost
under APB No. 25 was recognized based on the difference, if any, between the estimated fair value
or market value of our common shares and the amount an employee was required to pay to acquire the
shares, as determined on the date the option was granted. Compensation cost, if any, was recorded
in shareholders equity as additional paid-in capital with an offsetting entry recorded to deferred
share-based compensation. Deferred share-based compensation was amortized and charged to expense
based on the vesting terms of the underlying options.
When estimating the fair value of our common shares on the grant date, we reviewed both
internal and external sources of information. As a private company before the completion of our
initial public offering in October 2004, the sources we used to determine the fair value of the
underlying shares at the date of measurement were subjective in nature and were based on, among
other factors:
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|
our financial condition as of the date of grant; |
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|
|
our financial and operating prospects at that time; |
|
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|
comparable market indicators; and |
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|
|
an independent third party analysis of the historical value of our underlying common shares. |
We recognized share-based compensation in connection with the grant of options to employees
and directors, the sale of common shares to one of our directors at a price below fair market
value, and the extension of the exercise period of options held by certain terminated employees.
This resulted in share-based compensation expense of RMB20.5 million in 2004 and RMB14.6 million in
2005.
Beginning on January 1, 2006, we have accounted for share-based compensation arrangements
under Statement of Financial Accounting Standards No. 123R (revised 2004), Share-Based Payment,
or SFAS No. 123R, which requires companies to expense the value of employee stock options and
similar awards. Under SFAS No. 123R, 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 have selected the modified prospective method as
the transitional method, under which the expenses related to unvested but still outstanding options
as calculated under the original SFAS No. 123 be charged to expense without any change in
previously calculated measurement. We recognized share-based compensation expense of RMB28.5
million (US$3.7 million) in 2006.
Under SFAS No. 123R, 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 is based on historical exercise patterns, which we believe
are representative of future behavior. 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.
47
See note 2(m) to our consolidated financial statements included elsewhere in this annual
report for further discussion of stock-based compensation under SFAS No. 123R. The guidance
provided in SFAS No. 123R and Staff Accounting Bulletin No. 107, or SAB No. 107, is relatively new
and may be subject to further interpretation and refinement over time. The adoption of SFAS No.
123R increased our share-based compensation expense in our consolidated statement of operations in
2006 and we expect the implementation of SFAS No. 123R may continue to adversely affect our
earnings in the future.
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 entities.
Historically, certain of our operations were conducted by two affiliated entities, Run An and
Qian Cheng, in which we have not held any equity interest. These entities were, and continue to be,
wholly owned, directly and indirectly, by Tao Wang, a PRC national and one of our executive
officers, and Michael Lei Feng, our strategic advisor and a former executive officer. We entered
into contractual arrangements with these two entities under which we bore 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 Run An and Qian Cheng under FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, or FIN 46.
FIN 46 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 Run An and Qian Cheng, we were considered the primary beneficiary of Run An and
Qian Cheng, 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, Run An and Qian Cheng have been eliminated upon
consolidation.
In connection with our restructuring in May 2004, we terminated or modified the agreements
referred to above and entered into new agreements with these entities and RAL, a new entity formed
by Tao Wang and Michael Lei Feng. We bear all of the economic risks and receive all of the economic
rewards of these entities under these agreements. Consequently, we have consolidated the interests
of RAL and continue to consolidate the interests of Run An and Qian Cheng under FIN 46. In the
opinion of Jun He Law Offices, our PRC legal counsel, these contractual arrangements and our
current business operations are not in violation of existing PRC laws, rules and regulations. 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 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 and Risks Related to
the Peoples Republic of China The PRC legal system has inherent uncertainties that could
materially and adversely affect us.
We do not believe that our restructuring has had an impact on our financial statements or how
our results are reported in the future. For additional information with respect to our
relationships with RAL, Run An and Qian Cheng, see Item 4. Information on the Company
Organizational Structure.
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, is described in note
2(g) 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. We assess impairment for long-lived
assets whenever the net book value for these assets is more than the estimated future cash flows
attributable to them. During each of the years ended December 31, 2004 and 2005, we
48
did not record any impairment charges. In 2006, we recorded an impairment charge associated
with office equipment in the amount of RMB48,966 (US$6,274). 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.
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:
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
For the year ended December 31, |
|
|
2004 |
|
2005 |
|
2006 |
|
|
RMB |
|
% |
|
RMB |
|
% |
|
RMB |
|
% |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
300,651,791 |
|
|
|
65.9 |
|
|
|
356,284,649 |
|
|
|
63.4 |
|
|
|
389,534,921 |
|
|
|
59.0 |
|
Online recruitment services |
|
|
111,508,533 |
|
|
|
24.4 |
|
|
|
159,494,922 |
|
|
|
28.4 |
|
|
|
219,793,658 |
|
|
|
33.3 |
|
Executive search |
|
|
24,907,914 |
|
|
|
5.5 |
|
|
|
26,306,740 |
|
|
|
4.7 |
|
|
|
19,937,806 |
|
|
|
3.0 |
|
Other human resource related
revenues |
|
|
42,875,597 |
|
|
|
9.4 |
|
|
|
53,507,789 |
|
|
|
9.5 |
|
|
|
68,586,465 |
|
|
|
10.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
479,943,835 |
|
|
|
105.2 |
|
|
|
595,594,100 |
|
|
|
106.0 |
|
|
|
697,852,850 |
|
|
|
105.8 |
|
Less: Business and related tax |
|
|
(23,823,953 |
) |
|
|
(5.2 |
) |
|
|
(33,567,880 |
) |
|
|
(6.0 |
) |
|
|
(38,009,619 |
) |
|
|
(5.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
456,119,882 |
|
|
|
100.0 |
|
|
|
562,026,220 |
|
|
|
100.0 |
|
|
|
659,843,231 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
|
(224,606,635 |
) |
|
|
(49.2 |
) |
|
|
(269,328,384 |
) |
|
|
(47.9 |
) |
|
|
(294,068,613 |
) |
|
|
(44.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
231,513,247 |
|
|
|
50.8 |
|
|
|
292,697,836 |
|
|
|
52.1 |
|
|
|
365,774,618 |
|
|
|
55.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(69,028,818 |
) |
|
|
(15.1 |
) |
|
|
(115,094,797 |
) |
|
|
(20.5 |
) |
|
|
(136,770,315 |
) |
|
|
(20.7 |
) |
General and administrative |
|
|
(72,096,009 |
) |
|
|
(15.8 |
) |
|
|
(100,614,382 |
) |
|
|
(17.9 |
) |
|
|
(114,321,711 |
) |
|
|
(17.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(141,124,827 |
) |
|
|
(30.9 |
) |
|
|
(215,709,179 |
) |
|
|
(38.4 |
) |
|
|
(251,092,026 |
) |
|
|
(38.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
90,388,420 |
|
|
|
19.8 |
|
|
|
76,988,657 |
|
|
|
13.7 |
|
|
|
114,682,592 |
|
|
|
17.4 |
|
Loss from foreign currency
translation |
|
|
(2,158 |
) |
|
|
(0.0 |
) |
|
|
(11,320,194 |
) |
|
|
(2.0 |
) |
|
|
(9,440,242 |
) |
|
|
(1.4 |
) |
Interest and investment income |
|
|
2,846,422 |
|
|
|
0.6 |
|
|
|
20,385,151 |
|
|
|
3.6 |
|
|
|
20,744,357 |
|
|
|
3.1 |
|
Other income |
|
|
1,968,532 |
|
|
|
0.4 |
|
|
|
5,313,723 |
|
|
|
1.0 |
|
|
|
1,914,281 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax provision |
|
|
95,201,216 |
|
|
|
20.9 |
|
|
|
91,367,337 |
|
|
|
16.3 |
|
|
|
127,900,988 |
|
|
|
19.4 |
|
Income tax expense |
|
|
(34,058,184 |
) |
|
|
(7.5 |
) |
|
|
(29,945,033 |
) |
|
|
(5.4 |
) |
|
|
(28,559,639 |
) |
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
61,143,032 |
|
|
|
13.4 |
|
|
|
61,422,304 |
|
|
|
10.9 |
|
|
|
99,341,349 |
|
|
|
15.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in cost of services |
|
|
(1,811,496 |
) |
|
|
(0.4 |
) |
|
|
(1,479,841 |
) |
|
|
(0.3 |
) |
|
|
(4,620,675 |
) |
|
|
(0.7 |
) |
Included in operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(1,757,722 |
) |
|
|
(0.4 |
) |
|
|
(1,438,083 |
) |
|
|
(0.3 |
) |
|
|
(3,972,118 |
) |
|
|
(0.6 |
) |
General and administrative |
|
|
(16,920,516 |
) |
|
|
(3.7 |
) |
|
|
(11,635,397 |
) |
|
|
(2.1 |
) |
|
|
(19,926,274 |
) |
|
|
(3.0 |
) |
2006 compared to 2005
Total revenues. Our total revenues increased 17.2% to RMB697.9 million (US$89.4 million) in
2006 from RMB595.6 million in 2005. This increase was primarily driven by growth in our print
advertising revenues and our online recruitment services revenues, which was partially offset by a
decrease in our executive search revenues. We derived our total revenues from:
|
|
|
Print advertising. Our print advertising revenues increased 9.3% to RMB389.5
million (US$49.9 million) in 2006 from RMB356.3 million in 2005. This growth was primarily
due to a greater volume of print advertisements in our editions of 51job Weekly, which
reflected increased penetration in existing markets and our sales and marketing efforts,
as well as higher overall average revenue per page. We estimate that the number of print
advertising pages increased 6.1% to 12,609 in 2006 from 11,884 in 2005. Our overall
average revenue per page rose approximately 3.0% over 2005 as a result of modest price
increases we |
49
|
|
|
made for certain print advertisement products in some cities in late 2005. The local
prices we charge for print advertising in each city vary significantly across our markets
and our overall average revenue per page may fluctuate from period to period depending on
the revenue contribution from these markets. We may also adjust our sales policy on
promotions and discounts in our cities from time to time, which may lower average revenue
per page. In addition, we estimate that as revenue contribution from our newer, lower
priced markets increase, our average revenue per page may decrease over time. |
|
|
|
|
Online recruitment services. Our online recruitment services revenues
increased 37.8% to RMB219.8 million (US$28.2 million) in 2006 from RMB159.5 million in
2005. This increase was primarily the result of significant growth in the number of unique
employers using our online recruitment services complemented by a modest increase in our
average revenue per unique employer. We estimate that the number of unique employers
increased 32.4% to 74,950 in 2006 from 56,599 in 2005, mainly due to our greater sales and
marketing efforts and increased customer acceptance of the Internet as a channel for
recruitment advertising. Our average revenue per unique employer in 2006 increased 4.1%
from 2005. Although the prices we charge for our online recruitment services were
generally unchanged in 2006, the greater number of customers purchasing multiple online
recruitment services and the migration of customers to higher priced products, both
factors which would increase our average revenue per unique employer, more than offset the
increase in new online customers, who generally purchase basic, lower priced recruitment
advertisements which drive a decline in our average revenue per unique employer. |
|
|
|
|
Executive search. Our executive search revenues decreased 24.2% to RMB19.9
million (US$2.6 million) in 2006 from RMB26.3 million in 2005 due to fewer candidate
assignments and case closings. |
|
|
|
|
Other human resource related revenues. Our revenues from other human
resource related services increased 28.2% to RMB68.6 million (US$8.8 million) in 2006 from
RMB53.5 million in 2005. This increase was primarily driven by growth in sales of training
and outsourcing services. Training revenues grew as a result of an increase in the number
of public and in-house seminars we conducted in 2006. In addition, we believe the increase
in revenues from our human resource outsourcing business reflected growing customer
acceptance and demand for these services as well as our sales and marketing efforts. |
Net revenues. Our net revenues increased 17.4% to RMB659.8 million (US$84.6 million) in 2006
from RMB562.0 million in 2005. Our net revenues reflected our total revenues less the amounts paid
as business taxes of RMB38.0 million (US$4.9 million) in 2006 and RMB33.6 million in 2005.
Cost of services. Our cost of services increased 9.2% to RMB294.1 million (US$37.7 million) in
2006 from RMB269.3 million in 2005. This increase was primarily attributable to higher employee
compensation expense due to salary increases and the hiring of additional staff to service our
growing customer base. In addition, we incurred higher printing related expenses associated with
our 51job Weekly operations as well as an increase in page volumes. Our cost of services in 2006
also included an increase in share-based compensation expense to RMB4.6 million (US$0.6 million)
from RMB1.5 million in 2005 due to the adoption of SFAS No. 123R. Our cost of services declined as
a percentage of revenues as we benefited from increasing economies of scale and operating
efficiencies in our businesses.
Gross profit. As a result of the above factors, our gross profit increased 25.0% to RMB365.8
million (US$46.9 million) in 2006 from RMB292.7 million in 2005. Our gross profit margin, which is
equal to our gross profit divided by our net revenues, was 55.4% in 2006 compared to 52.1% in 2005.
Operating expenses. Our total operating expenses increased 16.4% to RMB251.1 million (US$32.2
million) in 2006 from RMB215.7 million in 2005. The increase in our operating expenses was
primarily due to an increase in sales and marketing expenses as well as general and administrative
expenses. Our operating expenses consisted of:
|
|
|
Sales and marketing expenses. Our sales and marketing expenses increased
18.8% to RMB136.8 million (US$17.5 million) in 2006 from RMB115.1 million in 2005. This
increase was primarily due to increases in commissions and bonuses paid to sales
personnel, the hiring of additional sales and marketing staff, increases in employee
salaries and benefits, increases in marketing and promotional expenses, and the addition
of a new sales office in Tianjin in 2006. We calculate commissions based on a percentage
of total revenues generated by a salesperson. In addition, we pay bonuses to account
executives for achieving and exceeding certain sales targets and goals. Our total
advertising and promotion expenses in 2006 decreased 11.1% to RMB19.0 million (US$2.4
million) from RMB21.4 million in 2005 due to lower advertising expenses which were
partially offset by higher promotion expenses from conducting a greater number of
promotional events and other brand awareness activities. Our sales and marketing expenses
in 2006 also included an increase in share-based compensation expense to RMB4.0 million
(US$0.5 million) from RMB1.4 million in 2005 due to the adoption of SFAS No. 123R. |
50
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|
|
General and administrative expenses. Our general and administrative expenses
increased 13.6% to RMB114.3 million (US$14.6 million) in 2006 from RMB100.6 million in
2005. This increase was primarily due to higher share-based compensation expense, hiring
of additional office staff, higher employee salaries and bonuses, higher professional
services fees, and costs associated with our purchase of office facilities in Shanghai,
including greater depreciation expenses, moving and renovation expenses, and office
management fees. Our general and administrative expenses in 2006 included a 71.3% increase
in share-based compensation expense to RMB19.9 million (US$2.6 million) from RMB11.6
million in 2005 due to the adoption of SFAS No. 123R. |
Loss from foreign currency translation. We recognized a loss of RMB9.4 million (US$1.2
million) in 2006 compared with a loss of RMB11.3 million in 2005 due to the appreciation of the
Renminbi against the U.S. dollar.
Interest and investment income. Our interest and investment income increased 1.8% to RMB20.7
million (US$2.7 million) in 2006 from RMB20.4 million in 2005 due to a higher interest rate
environment.
Income tax expense. We recorded an income tax expense of RMB28.6 million (US$3.7 million) in
2006 compared to RMB29.9 million in 2005. Our effective tax rate decreased to 22.3% in 2006 from
32.8% in 2005. The decrease was primarily due to certain tax exemptions and preferential tax
approvals obtained for some of our entities in China.
Net income. As a result of the above factors, our net income increased 61.7% to RMB99.3
million (US$12.7 million) in 2006 from RMB61.4 million in 2005.
2005 compared to 2004
Total revenues. Our total revenues increased 24.1% to RMB595.6 million in 2005 from RMB479.9
million in 2004. This increase was primarily driven by growth in our print advertising revenues and
our online recruitment services revenues. We derived our total revenues from:
|
|
|
Print advertising. Our print advertising revenues increased 18.5% to
RMB356.3 million in 2005 from RMB300.7 million in 2004. This increase was primarily due to
a higher number of recruitment advertisements placed in our editions of 51job Weekly as we
entered into four new markets in 2005 and increased our penetration of our existing
markets. We estimate that the number of print advertising pages increased 32.0% to 11,884
in 2005 from 9,001 in 2004. The increase in revenues from higher advertisement volumes was
partially offset by a decline in our overall average revenue per page. Our overall average
revenue per page declined principally as a result of an increase in revenue contribution
from certain markets in which local prices were lower than our average. |
|
|
|
|
Online recruitment services. Our online recruitment services revenues
increased 43.0% to RMB159.5 million in 2005 from RMB111.5 million in 2004. This increase
was mainly attributable to substantial growth in the number of unique employers using our
online recruitment services. We estimate that the number of unique employers increased
44.0% to 56,599 in 2005 from 39,317 in 2004. This growth primarily consisted of an
increase in employers placing recruitment advertisements on www.51job.com and, to a lesser
extent, reflected an increase in the use of our eHire web-based online resumé and
recruitment management platform. Our average revenue per unique employer in 2005 was
relatively unchanged from the level in 2004 as many first-time customers who generally
purchase discounted introductory and promotional online recruitment services packages were
offset by customers who purchased multiple online services or higher priced products. |
|
|
|
|
Executive search. Our executive search revenues increased 5.6% to RMB26.3
million in 2005 from RMB24.9 million in 2004, primarily as a result of greater sales
efforts. |
|
|
|
|
Other human resource related revenues. Our revenues from other human
resource related services increased 24.8% to RMB53.5 million in 2005 from RMB42.9 million
in 2004. This increase was primarily attributable to an increase in training revenues as
we conducted a greater number of seminars and courses. In addition, we believe the
increase reflected growing customer acceptance of new services, particularly our business
process outsourcing services. In November 2004, we discontinued the sale of stationery and
offices supplies to our business customers which contributed revenues of RMB2.2 million in
2005 and RMB12.7 million in 2004. |
Net revenues. Our net revenues increased 23.2% to RMB562.0 million in 2005 from RMB456.1
million in 2004. Our net revenues reflected our total revenues less the amounts paid as business
taxes of RMB33.6 million in 2005 and RMB23.8 million in 2004.
51
Cost of services. Our cost of services increased 19.9% to RMB269.3 million in 2005 from
RMB224.6 million in 2004. The majority of this increase was a result of higher printing related
expenses associated with the expansion of 51job Weekly into four new cities in 2005 as well as
greater page volumes in existing markets. In addition, our employee compensation expense increased
principally as a result of new staff additions to support our growing operations. Our cost of
services in 2005 also included share-based compensation expense of approximately RMB1.5 million, a
decrease from RMB1.8 million in 2004.
Gross profit. As a result of the above factors, our gross profit increased 26.4% to RMB292.7
million in 2005 from RMB231.5 million in 2004. Our gross profit margin was 52.1% in 2005 compared
to 50.8% in 2004.
Operating expenses. Our total operating expenses increased 52.9% to RMB215.7 million in 2005
from RMB141.1 million in 2004. The increase in our operating expenses was primarily due to an
increase in sales and marketing expenses as well as general and administrative expenses. Our
operating expenses consisted of:
|
|
|
Sales and marketing expenses. Our sales and marketing expenses increased
66.7% to RMB115.1 million in 2005 from RMB69.0 million in 2004. This increase was due to
the expansion of our sales and marketing staff, increases in commissions paid to sales
personnel, increases in advertising and promotional expenses, and the addition of four new
sales offices in Changchun, Suzhou, Fuzhou and Zhengzhou in 2005. Our advertising and
promotion expenses in 2005 increased 72.7% to RMB21.4 million from RMB12.4 million in 2004
due to a greater number of promotional events and other activities principally in
connection with our expansion into new markets, and also in connection with a national
television advertising campaign we conducted in early 2005. Our sales and marketing
expenses in 2005 also included share-based compensation expense of RMB1.4 million compared
with RMB1.8 million in 2004. |
|
|
|
|
General and administrative expenses. Our general and administrative expenses
increased 39.6% to RMB100.6 million in 2005 from RMB72.1 million in 2004. Although a
decrease in share-based compensation expense partially offset the growth, this increase
was primarily due to greater costs incurred in connection with operating as a public
company, higher professional services expenses, and costs associated with the opening of
four new offices opened in 2005, including rent, the hiring of new personnel and the
purchase of office equipment. Contributing also to the increase was compensation to
additional office staff and depreciation and amortization. Our general and administrative
expenses in 2005 included a decrease in share-based compensation expense to RMB11.6
million from RMB16.9 million in 2004. |
Loss from foreign currency translation. We recognized a loss of RMB11.3 million from foreign
currency translation in 2005 as a result of a change in PRC foreign exchange policy and a
revaluation of the Renminbi in July 2005. For more information about Chinas foreign exchange
policy, see Item 10. Additional Information Exchange Controls.
Interest and investment income. Our interest and investment income increased 616% to RMB20.4
million in 2005 from RMB2.8 million in 2004 due to higher average balances in our interest bearing
bank deposits and higher interest rates.
Income tax expense. We recorded an income tax expense of RMB29.9 million in 2005 compared to
RMB34.1 million in 2004.
Net income. As a result of the above factors, our net income increased 0.5% to RMB61.4 million
in 2005 from RMB61.1 million in 2004.
Unaudited Quarterly Results of Operations
We have presented our unaudited quarterly results of operations for the four fiscal quarters
of 2006. You should read the following table in conjunction with the consolidated financial
statements and related notes contained elsewhere in this annual report. We have prepared the
unaudited information on the same basis as our audited consolidated financial statements. This
information reflects all adjustments, consisting only of normal recurring adjustments, which are in
the opinion of our management necessary for fair presentation of our results of operations for the
quarters presented. Because the recruitment advertising and human resource industries in China are
new and rapidly evolving, and because our business is also relatively new, operating results for
any quarter are not necessarily indicative of results for any future quarters or for a full year.
52
The following table presents our unaudited quarterly results of operations for 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended, |
|
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
|
2006 |
|
2006 |
|
2006 |
|
2006 |
|
|
RMB |
|
RMB |
|
RMB |
|
RMB |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
106,655,304 |
|
|
|
97,061,127 |
|
|
|
98,399,311 |
|
|
|
87,419,178 |
|
Online recruitment services |
|
|
48,526,777 |
|
|
|
55,059,451 |
|
|
|
57,591,608 |
|
|
|
58,615,822 |
|
Executive search |
|
|
5,050,135 |
|
|
|
4,549,848 |
|
|
|
4,887,422 |
|
|
|
5,450,401 |
|
Other human resource related revenues |
|
|
12,309,018 |
|
|
|
16,692,897 |
|
|
|
19,959,081 |
|
|
|
19,625,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
172,541,234 |
|
|
|
173,363,323 |
|
|
|
180,837,422 |
|
|
|
171,110,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
162,816,444 |
|
|
|
163,988,492 |
|
|
|
170,849,399 |
|
|
|
162,188,897 |
|
Cost of services |
|
|
(72,727,133 |
) |
|
|
(72,184,698 |
) |
|
|
(74,847,284 |
) |
|
|
(74,309,498 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
90,089,311 |
|
|
|
91,803,794 |
|
|
|
96,002,115 |
|
|
|
87,879,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(28,608,989 |
) |
|
|
(31,401,232 |
) |
|
|
(35,539,657 |
) |
|
|
(41,220,437 |
) |
General and administrative |
|
|
(27,465,897 |
) |
|
|
(30,997,664 |
) |
|
|
(29,639,979 |
) |
|
|
(26,218,171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(56,074,886 |
) |
|
|
(62,398,896 |
) |
|
|
(65,179,636 |
) |
|
|
(67,438,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
34,014,425 |
|
|
|
29,404,898 |
|
|
|
30,822,479 |
|
|
|
20,440,791 |
|
Income before income tax provision |
|
|
36,886,222 |
|
|
|
33,244,946 |
|
|
|
34,026,516 |
|
|
|
23,743,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(10,385,590 |
) |
|
|
(7,279,781 |
) |
|
|
(6,945,105 |
) |
|
|
(3,949,162 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
26,500,632 |
|
|
|
25,965,165 |
|
|
|
27,081,411 |
|
|
|
19,794,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in cost of services |
|
|
(947,028 |
) |
|
|
(1,279,327 |
) |
|
|
(1,193,812 |
) |
|
|
(1,200,508 |
) |
Included in operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
(814,103 |
) |
|
|
(1,099,762 |
) |
|
|
(1,026,250 |
) |
|
|
(1,032,003 |
) |
General and administrative |
|
|
(4,149,829 |
) |
|
|
(5,605,952 |
) |
|
|
(5,231,229 |
) |
|
|
(4,939,264 |
) |
B. Liquidity and Capital Resources
We believe that our current cash and cash equivalents 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. However, we may require additional cash resources
due to changing business conditions or other future developments, including any investments or
acquisitions we may decide to pursue.
Liquidity
Our liquidity has been principally affected by our significant increases in net cash from
operating activities and from our initial public offering in 2004 as well as our repurchases of
ADSs in the open market in 2005 and our purchases of property, equipment and software.
The following table sets forth a summary of our cash flows for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2004 |
|
2005 |
|
2006 |
|
2006 |
|
|
RMB |
|
RMB |
|
RMB |
|
US$ |
Net cash provided by operating activities |
|
|
105,812,412 |
|
|
|
122,025,929 |
|
|
|
185,229,227 |
|
|
|
23,734,861 |
|
Net cash used in investing activities |
|
|
(13,804,765 |
) |
|
|
(54,391,335 |
) |
|
|
(144,402,140 |
) |
|
|
(18,503,369 |
) |
Net cash provided by (used in) financing
activities |
|
|
640,964,309 |
|
|
|
(74,097,969 |
) |
|
|
6,099,209 |
|
|
|
781,539 |
|
Net increase (decrease) in cash |
|
|
733,208,100 |
|
|
|
(17,659,122 |
) |
|
|
38,064,704 |
|
|
|
4,877,526 |
|
Cash flows from operating activities. Net cash provided by operating activities in 2004 was
RMB105.8 million and was primarily comprised of RMB61.1 million in net income, which increased due
to growth in our print advertising and our online recruitment services revenues. In addition, net
cash provided by operating activities included RMB20.5 million in share-based compensation and
RMB7.2 million in depreciation as well as an increase of RMB24.6 million in taxes payable and an
increase of RMB10.4 million in other payables and accruals.
53
Our net cash provided by operating activities in 2005 increased to RMB122.0 million and
consisted of RMB61.4 million in net income. The increase also included RMB14.6 million in
share-based compensation, RMB13.1 million in depreciation and RMB11.3 million in loss from foreign
currency translation. In addition, our net cash provided by operating activities was impacted by an
increase of RMB22.8 million in advances from customers, an increase of RMB7.6 million in salary and
employee related accrual, a decrease of RMB8.6 million in prepayments and other current assets, and
a decrease of RMB7.4 million in taxes payable.
Our net cash provided by operating activities in 2006 increased to RMB185.2 million (US$23.7
million) and consisted of RMB99.3 million (US$12.7 million) in net income, which increased
primarily due to higher revenues generated by our online recruitment services and print advertising
businesses as well as a lower effective tax rate. The increase in net cash provided by operating
activities also included RMB28.5 million (US$3.7 million) in share-based compensation, RMB15.9
million (US$2.0 million) in depreciation and RMB9.4 million (US$1.2 million) in loss from foreign
currency translation. In addition, our net cash provided by operating activities was impacted by an
increase of RMB17.3 million (US$2.2 million) in advances from customers and an increase of RMB7.3
million (US$0.9 million) in salary and employee related accrual.
Cash flows from investing activities. Our net cash used in investing activities from 2004 to
2006 reflected purchases of property, equipment, software and other intellectual property rights in
these years in connection with the general growth of our businesses and the opening of new offices.
We established three new offices in 2004, four new offices in 2005 and one new office in 2006. In
2004, our net cash used in investing activities included RMB635.5 million of cash proceeds from our
initial public offering in interest bearing bank deposits. In 2005, we made installment payments
totaling RMB22.8 million toward our purchase of an office complex in Shanghais Zhangjiang area. In
2006, we paid the remaining balance of RMB91.0 million (US$11.7 million) to complete the purchase
of our principal executive offices in Zhangjiang and purchased our former executive offices at 21st
Floor, Wen Xin Plaza, 755 Wei Hai Road, which serves as our downtown Shanghai sales office, for
RMB27.9 million (US$3.6 million).
Cash flows from financing activities. Our net cash from financing activities has been
primarily affected by our initial public offering in 2004. Our net cash provided by financing
activities in 2004 consisted of net proceeds of RMB635.5 million from the sale of 6,037,500 ADSs in
our initial public offering and RMB5.5 million proceeds from the exercise of warrants to purchase
Series A preference shares by one of our principal shareholders and from the exercise of options by
certain directors and officers. In 2005, our net cash used in financing activities consisted of our
repurchase of 686,438 ADSs in the open market for an aggregate consideration of RMB75.6 million,
which was partially offset by the exercise of options by employees and certain directors and
officers. In 2006, our net cash provided by financing activities consisted of the exercise of
options by employees and certain directors and officers.
Capital resources
We have financed our operations primarily through cash flows from operating activities as well
as equity investments by certain of our founders and current shareholders. To date, we have not
financed our operations through significant borrowings, and as of December 31, 2006, we had no
material debt obligations outstanding to unrelated parties.
Our external financing has consisted primarily of the proceeds from our initial public
offering. In October 2004, we raised net proceeds of RMB635.5 million from the sale of 6,037,500
ADSs in our initial public offering.
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 4. Information on the Company
Organizational Structure. If we or any of our subsidiaries are unable to receive all of the
revenues from our operations through these contractual arrangements or dividends, we may be unable
to effectively finance our operations.
In April 2006, we completed the purchase of a new office complex in Shanghais Zhangjiang area
for an aggregate consideration of RMB113.7 million (US$14.6 million). In addition, in July 2006, we
completed the purchase of our former principal executive offices at 21st floor, Wen Xin Plaza, 755
Wei Hai Road, which now serves
54
as our downtown Shanghai sales office, for an aggregate consideration of RMB27.9 million
(US$3.6 million). For a discussion of our capital expenditures, see Item 4. Information on the
Company History and Development of the Company.
We believe that our current cash and cash equivalents 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
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, 2004, 2005 or
2006. For more information on our technology operations, see Item 4 Information on the Company
Business Overview Technology.
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, 2004 to December 31,
2006 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
Other than our operating leases commitments, we do not have any outstanding derivative
financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign
currency forward contracts. We do not engage in trading activities involving non-exchange traded
contracts.
F. Contractual Obligations
We have entered into non-cancelable agreements with initial or remaining terms in excess of
one year for the publication of 51job Weekly, the lease of office premises, and the lease of office
equipment. Our contractual cash obligations consist largely of obligations under property lease
agreements for office premises. Payments made under operating leases, net of any incentive
discounts that we receive from the leasing company, are charged to our income statement on a
straight-line basis over the lease periods.
The following table sets forth our future minimum payments with respect to non-cancelable
agreements as of December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
Operating Lease Commitments |
|
Commitments |
|
|
|
|
Publication |
|
Office |
|
|
|
|
|
Office |
|
|
|
|
fees |
|
premises |
|
Others |
|
equipment |
|
Total |
|
|
RMB |
|
RMB |
|
RMB |
|
RMB |
|
RMB |
Less than one year |
|
|
73,638,678 |
|
|
|
11,437,006 |
|
|
|
8,263,476 |
|
|
|
827,177 |
|
|
|
94,166,337 |
|
1-3 years |
|
|
10,214,334 |
|
|
|
16,372,359 |
|
|
|
9,798,381 |
|
|
|
|
|
|
|
36,385,074 |
|
3-5 years |
|
|
1,490,000 |
|
|
|
6,166,516 |
|
|
|
88,667 |
|
|
|
|
|
|
|
7,745,183 |
|
More than 5 years |
|
|
1,080,000 |
|
|
|
24,346,307 |
|
|
|
1,521,000 |
|
|
|
|
|
|
|
26,947,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
86,423,012 |
|
|
|
58,322,188 |
|
|
|
19,671,524 |
|
|
|
827,177 |
|
|
|
165,243,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our publication fees and office lease agreements are generally for a term of two years. We
expect to renew substantially all of these agreements as they expire, although we cannot predict
the terms and conditions of such renewals.
Rental expenses incurred under operating leases were RMB13.9 million in 2004, RMB28.7 million
in 2005 and RMB29.9 million (US$3.8 million) in 2006.
WFOE, our wholly owned PRC subsidiary, entered into equity pledge agreements with the
shareholders of Qian Cheng and RAL, respectively. 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 and RAL, 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
55
exercised, WFOE is obligated to purchase the maximum amount of the equity interest in Qian
Cheng and RAL, respectively, as permitted by applicable PRC law. For a detailed description of
these equity pledge agreements, see Item 4. Information on the Company Organizational
Structure Contractual Arrangements Among Our Group Entities.
We do not have material contractual obligations in currencies other than Renminbi.
Recent Accounting Pronouncements
In June 2006, the FASB ratified the Emerging Issues Task Forces Issue No. 06-03, How Sales
Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the
Income Statement, or EITF No. 06-03. EITF No. 06-03 requires us to disclose how we account for
taxes imposed on and concurrent with a specific revenue-producing transaction. EITF No. 06-03
became effective for us starting January 1, 2007. The adoption of EITF No. 06-03 did not have a
material effect on our financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an Interpretation of FASB Statement No. 109, or FIN 48, which clarifies the
accounting for uncertainty in tax positions. FIN 48 requires that we recognize and disclose in our
financial statements the impact of a tax position if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The provisions of FIN 48 became
effective on January 1, 2007, with the cumulative effect of the change in accounting principle, if
any, recorded as an adjustment to opening retained earnings. The adoption of FIN 48 did not have a
material effect on our financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements, or SFAS No. 157, which defines fair value, establishes guidelines for
measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 does
not require any new fair value measurements but rather eliminates inconsistencies in guidance found
in various prior accounting pronouncements. SFAS No. 157 will be effective for us starting January
1, 2008. We are currently evaluating the impact of adopting SFAS No. 157, but we do not believe it
will have a material effect on our financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, or SFAS No. 159, which permits entities to choose to measure many
financial instruments and certain other items at fair value that are not currently required to be
measured at fair value. SFAS No. 159 will be effective for us starting January 1, 2008. We are
currently evaluating the impact of adopting SFAS No. 159, but we do not believe it will have a
material effect on our financial statements.
ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The names of our current 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:
56
|
|
|
|
|
|
|
Name |
|
Age |
|
Position / Title |
Donald L. Lucas(1) (2)
|
|
|
77 |
|
|
Chairman of the board and independent director |
Rick Yan
|
|
|
44 |
|
|
Director, chief executive officer, president and secretary |
David K. Chao(1) (2) (3)
|
|
|
40 |
|
|
Independent director |
Hiroyuki Honda(4)
|
|
|
46 |
|
|
Non-executive director |
Shan Li(1) (3).
|
|
|
43 |
|
|
Independent director |
Kathleen Chien
|
|
|
37 |
|
|
Chief financial officer and senior vice president |
David Weimin Jin
|
|
|
37 |
|
|
Senior vice president |
Norman Lui
|
|
|
36 |
|
|
Vice president |
Tao Wang
|
|
|
44 |
|
|
Vice president |
Jones Haijun Yu
|
|
|
34 |
|
|
Vice president |
|
|
|
(1) |
|
Member of audit committee. |
|
(2) |
|
Member of compensation committee. |
|
(3) |
|
Member of nominating and corporate governance committee. |
|
(4) |
|
Pursuant to the share purchase agreement between Recruit and the selling shareholders, each
of the selling shareholders has agreed that it will use its commercially reasonable best
efforts in cooperating with Recruit to have a representative of Recruit nominated to stand for
election to our board of directors and that it will vote all of its shares in favor of the
election of such nominee to our board of directors at any annual or extraordinary general
meetings of our members at which such nominee may stand for election for the duration of the
agreement. Mr. Hiroyuki Honda, Recruits nominee, was elected to our board of directors on
July 28, 2006. |
There are no family relationships among any of the directors or executive officers of our
company.
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 Managing General Partner of DCM, a
venture capital firm based in the Silicon Valley. Prior to joining DCM, Mr. Chao was a founding
executive of one of the largest mobile virtual network operators 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 one of the account executives for
Recruit. 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 and a member
of The Thacher School Board of Trustees. He also serves on the board of directors of Legend Capital
and Spansion, Inc.
57
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 a senior 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.
Shan Li is a director of our company. Mr. Li has been an independent director of our company
since 2004. Mr. Li holds a Bachelor of Science degree in Management Information Systems from
Qinghua University, a Masters degree in Economics from the University of California at Davis and a
Ph.D. in Economics from the Massachusetts Institute of Technology. Mr. Li is a founding partner of
San Shan Limited Partners, a private equity firm. Mr. Li is a veteran of the banking industry,
having held various executive positions with Bank of China International Holdings, Goldman Sachs,
Lehman Brothers, Credit Suisse First Boston and China Development Bank.
Kathleen Chien is chief financial officer and a senior vice president of our company. Ms.
Chien joined our company in 1999. 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.
Norman Lui is a vice president of our company. Mr. Lui has been with our company since its
inception. Mr. Lui received his Bachelor of Science degree in Electrical Engineering with
distinction from Cornell University. Prior to joining our company, Mr. Lui was with Bain & Company
for five years, working in the Hong Kong, Beijing and San Francisco offices. During his five-year
tenure at Bain & Company, Mr. Lui was a consultant to companies in the consumer products and
telecommunications industries with respect to their sales, marketing and operating strategies.
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
In April 2004, we approved an annual directors fee of US$15,000 for each director. In
addition, our 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, 2006, the aggregate cash
compensation to our directors as a group was approximately US$100,000 (RMB780,410). In 2006, we
granted options to acquire an aggregate of 110,016 common shares to our independent and
non-executive directors.
58
For the year ended December 31, 2006, the aggregate cash compensation to our executive
officers as a group was approximately RMB5.1 million (US$0.7 million). We granted options to
acquire an aggregate of 367,200 common shares to our executive officers in 2006.
Directors and Officers Liability Insurance
We maintain directors and officers liability insurance for our directors and officers.
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. Under
this plan, our directors, officers and other employees and consultants are eligible to acquire
common shares under options. At the time of adoption, 4,010,666 common shares were reserved for
issuance under the plan. In February 2004, our board of directors and shareholders approved an
increase in the number of authorized shares reserved under the plan 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 the plan to 7,530,578 common shares.
The plan has a term of ten years but may be terminated earlier by our board of directors.
Stock options granted under the 2000 stock option plan 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 the plan. Subject to the
provisions of the plan 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 the plan, and the terms and conditions of
any options or stock purchase rights granted under the plan.
Stock options granted under the plan 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.
The following table summarizes the options granted to our directors, executive officers and
other employees under our 2000 stock option plan during the periods indicated.
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
|
|
|
|
|
|
underlying options |
|
Exercise |
|
|
|
|
|
|
granted |
|
price |
|
Date of grant |
|
Date of expiration |
|
|
|
|
|
|
US$ |
|
|
|
|
|
|
|
|
Granted in 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald L. Lucas |
|
|
92,176 |
|
|
|
1.00 |
|
|
February 17, 2004 |
|
February 16, 2010 |
|
|
|
138,264 |
* |
|
|
1.00 |
|
|
February 28, 2004 |
|
Not applicable |
Shan Li |
|
|
92,176 |
|
|
|
1.00 |
|
|
February 28, 2004 |
|
February 27, 2010 |
Other employees |
|
|
145,576 |
|
|
|
1.00 |
|
|
February 28, 2004 |
|
February 27, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rick Yan |
|
|
160,800 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
David K. Chao |
|
|
40,000 |
|
|
|
7.00 |
|
|
July 25, 2005 |
|
July 24, 2011 |
Kathleen Chien |
|
|
81,600 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
David Weimin Jin |
|
|
40,800 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
Norman Lui |
|
|
21,600 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
Tao Wang |
|
|
21,600 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
Jones Haijun Yu |
|
|
31,200 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
Other employees |
|
|
321,600 |
|
|
|
8.695 |
|
|
April 22, 2005 |
|
April 21, 2011 |
|
|
|
30,000 |
|
|
|
6.25 |
|
|
November 6, 2005 |
|
November 10, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
749,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted in 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald L. Lucas |
|
|
40,032 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Rick Yan |
|
|
160,800 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
David K. Chao |
|
|
40,032 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Hiroyuki Honda |
|
|
14,976 |
|
|
|
9.83 |
|
|
July 28, 2006 |
|
July 27, 2012 |
Shan Li |
|
|
14,976 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Kathleen Chien |
|
|
81,600 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
David Weimin Jin |
|
|
31,200 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Norman Lui |
|
|
31,200 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Tao Wang |
|
|
31,200 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Jones Haijun Yu |
|
|
31,200 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
Other employees |
|
|
391,776 |
|
|
|
8.365 |
|
|
April 3, 2006 |
|
April 2, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
868,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
These relate to sales of common shares, from those authorized under the stock option plan,
below fair market value. |
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.
Audit committee
Our audit committee reports to the board of directors regarding the appointment of our
independent public accountants, 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. Since May 2004, the members of our
audit committee have been Donald L. Lucas, who acts as the chairman of our
60
audit committee, David K. Chao and Shan Li. Our board of directors has determined that all of
our audit committee members are independent directors within the meaning of Nasdaq Marketplace
Rule 4200(a)(15) 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.
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 members of our nominating and
corporate governance committee are Shan Li, who acts as the chairman of the committee, and David K.
Chao. Our board of directors has determined that the members of our nominating and corporate
governance committee are independent directors within the meaning of Nasdaq Marketplace Rule
4200(a)(15) and meets the criteria for independence set forth in Section 10A(m)(3)(B)(i) of the
Exchange Act.
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; |
|
|
|
|
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 |
61
|
|
|
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 Marketplace Rule 4200(a)(15) 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. A shareholder has the right to seek damages if a duty
owed by our directors is breached.
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.
62
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. Our next annual general
meeting is currently scheduled for August 2007.
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 adopted on April
26, 2004, 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.
63
D. Employees
We had 2,333 employees, 2,986 employees and 3,517 employees as of December 31, 2004, 2005 and
2006, respectively. The following table sets forth the number of our employees categorized by
function as of December 31, 2006.
|
|
|
|
|
Sales and account management |
|
|
1,421 |
|
Marketing and merchandising |
|
|
873 |
|
Technology and online operations |
|
|
371 |
|
Customer service and production |
|
|
353 |
|
Search and training consultants |
|
|
178 |
|
General and administrative |
|
|
321 |
|
|
|
|
|
|
Total |
|
|
3,517 |
* |
|
|
|
|
|
|
|
|
* |
|
Includes 895 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.
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 May 31, 2007:
|
|
|
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
56,233,295 common shares outstanding as of May 31, 2007 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.
64
|
|
|
|
|
|
|
|
|
|
|
Common shares beneficially owned |
|
|
Number |
|
% |
Directors and executive officers: |
|
|
|
|
|
|
|
|
Rick Yan |
|
|
16,205,336 |
|
|
|
28.7 |
|
David K. Chao(1) |
|
|
10,187,906 |
|
|
|
18.1 |
|
Norman Lui |
|
|
2,792,315 |
|
|
|
5.0 |
|
Kathleen Chien(2) |
|
|
1,697,658 |
|
|
|
3.0 |
|
Shan Li |
|
|
96,856 |
|
|
|
* |
|
David Weimin Jin |
|
|
76,700 |
|
|
|
* |
|
Tao Wang |
|
|
44,100 |
|
|
|
* |
|
Donald L. Lucas |
|
|
44,066 |
|
|
|
* |
|
Jones Haijun Yu |
|
|
27,300 |
|
|
|
* |
|
Hiroyuki Honda(3) |
|
|
3,744 |
|
|
|
* |
|
All directors and executive officers as a group |
|
|
31,175,981 |
|
|
|
54.9 |
|
|
|
|
|
|
|
|
|
|
Principal shareholders: |
|
|
|
|
|
|
|
|
Rick Yan |
|
|
16,205,336 |
|
|
|
28.7 |
|
Recruit Co., Ltd.(3) |
|
|
11,325,199 |
|
|
|
20.1 |
|
Entities affiliated with DCM(4) |
|
|
9,754,329 |
|
|
|
17.3 |
|
Norman Lui |
|
|
2,792,315 |
|
|
|
5.0 |
|
|
|
|
(1) |
|
Includes 3,201,171 common shares owned by DCM III, L.P., 84,817 common shares owned by DCM
III-A, L.P., 156,406 common shares owned by DCM Affiliates Fund III, L.P., 5,169,293 common
shares owned by Doll Technology Investment Fund II, L.P., 287,020 common shares owned by DCM
Network Fund, L.P., 530,892 common shares owned by DCM Internet Fund, L.P., and 324,730 Common
shares owned by Doll Technology Affiliates Fund II, L.P. The respective general partners of
these entities are DCM Investment Management III, L.L.C. and Doll Technology Investment
Management II, L.L.C. and share voting and investment power with respect to shares held by
each of the limited partnerships. The managing members of DCM Investment Management III,
L.L.C. are David K. Chao, Dixon R. Doll, Peter Moran and Robert Theis; the managing members of
Doll Technology Investment Management II, L.L.C. are David K. Chao and Dixon R. Doll. Each
managing member disclaims beneficial ownership of shares held by the limited partnerships,
except to the extent of their respective pecuniary interests therein. Also includes beneficial
ownership of 433,577 common shares by David K. Chao. The address of David K. Chao and the
entities affiliated with DCM is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
|
(2) |
|
Includes 48,010 common shares acquired through early exercise of options. The exercise price
paid by Ms. Chien to us was recognized as a liability and the shares acquired upon exercise
were not considered issued for accounting purposes until vested. |
|
(3) |
|
The address for Hiroyuki Honda and Recruit Co., Ltd. is Recruit GINZA8 Bldg., 8-4-17 Ginza,
Chuo-ku, Tokyo 104-8001, Japan. |
|
(4) |
|
Name and number of shares owned by each entity affiliated with DCM are described in Note (1)
above. |
|
* |
|
Less than 1%. |
As of May 31, 2007, 11,835,491 of our common shares, representing 21.0% of our common
shares outstanding, were held by a total of 16 holders of record with addresses in the United
States. As of the same date, 8,960,362 of our ADSs, representing 17,920,724 common shares, or 31.9%
of our outstanding shares, were held by a total of two 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, Norman Lui and Michael Lei Feng, our
strategic advisor and a former executive officer, and Kathleen Chien entered into a share purchase
agreement with Recruit. Under the terms and conditions of the share purchase agreement, Recruit
completed a purchase of 8,452,918 common shares, which represented approximately 15% of our
outstanding common shares as of December 31, 2005, from these shareholders in April 2006. The share
purchase agreement also provides for an option that would allow Recruit to purchase up to an
additional 14,862,313 common shares from these shareholders over a three-year period beginning in
April 2006 and result in Recruit owning approximately 40% of our fully diluted common shares
outstanding as of December 31, 2005. In addition, under the share purchase agreement, each of these
selling shareholders has agreed that it will use its commercially reasonable best efforts in
cooperating with Recruit to have a representative of Recruit nominated to stand for election to our
board of directors and that it will vote all of its shares in favor of the election of such nominee
to our board of directors at any annual or extraordinary general meetings of our members at which
such nominee may stand for election for the duration of the agreement. Recruit has agreed not to
sell or otherwise transfer an interest in any of the shares it has purchased under the agreement
for one year following the date of such purchase.
65
B. Related Party Transactions
Stock Option Grants
We have granted options to purchase common shares in our company to certain of our employees,
directors and officers under our 2000 stock option plan. As of December 31, 2006, there were
outstanding options to purchase an aggregate of 2,040,626 common shares in our company. For a
description of our 2000 stock option plan and these option grants, see Item 6. Directors, Senior
Management and Employees Compensation Stock-Based Compensation Plans.
Loans and Advances
In 2000, Rick Yan, a director and chief executive officer of our company, made a loan to us in
the principal amount of RMB3,476,214 for working capital purposes. In 2003, we recorded an
additional loan from Mr. Yan in the principal amount of RMB887,550 for working capital purposes.
These loans were unsecured, non-interest bearing and had no definite maturity. These loans were
paid in full in 2004.
In 2003, we recorded RMB333,882 as loans made to us to account for the exercise price of
certain options exercised by Kathleen Chien, our chief financial officer, and David K. Chao, one of
our directors. Because the shares underlying the exercised options were not vested at the time of
the exercise, the exercise price paid by Ms. Chien and Mr. Chao to us was recognized as a
liability, and the exercised shares were not considered issued for accounting purposes. This
liability item will be re-characterized as share capital upon vesting of the shares. The amount
attributable to Ms. Chien in connection with this item was RMB248,301 and has been included in
share capital upon the completed vesting of these shares in March 2007. The options exercised by
Mr. Chao completed vesting in 2005 and the amount of RMB85,581 paid to us by Mr. Chao has been
included in share capital.
In 2004, we recorded RMB1,907,276 as loans made to us to account for the exercise price of
certain options by Kathleen Chien. Because the shares underlying the exercised options were not
vested at the time of exercise, the exercise price paid by Ms. Chien to us was recognized as a
liability, and the shares were not considered issued for accounting purposes. This liability item
will be re-characterized as share capital upon vesting of the shares.
In 2005, Michael Lei Feng, our strategic advisor and a former executive officer, made an
advance to us in the principal amount of RMB500,000 in connection with increasing the registered
share capital of one of our variable interest entities. This advance was repaid in full in 2006.
Business Alliance with Recruit
In April 2006, we formed a business alliance with Recruit, a privately held human resource
services company in Japan, to collaborate on the development of our human resource products and
services in China. Under the terms of our business alliance agreement, we have also established an
internal corporate planning group with Recruit to explore potential business opportunities outside
of the human resource services industry in China although to date we have not begun to offer any
such products.
In a separate transaction 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. Under
the terms and conditions of the share purchase agreement, Recruit completed a purchase of 8,452,918
common shares from these shareholders in April 2006. The share purchase agreement also provides for
an option that would allow Recruit to purchase up to an additional 14,862,313 common shares from
these selling shareholders. As of May 31, 2007, Recruit owned 11,325,199 common shares of our
company.
Transactions Among Our Subsidiaries and Affiliated Entities
For a description of transactions among our subsidiaries and affiliated entities, see Item 4.
- Information on the Company Organizational Structure Contractual Arrangements Among Our Group
Entities.
C. Interests of Experts and Counsel
Not Applicable.
66
ITEM
8. 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
Beginning in January 2005, several complaints were filed against us, and certain of our senior
executive officers and directors, in the United States District Court for the Southern District of
New York, following our announcement of anticipated financial results for the fourth quarter of
2004. The complaints sought unspecified damages on alleged violations of federal securities laws
during the period from November 4, 2004 to January 14, 2005. The Court consequently consolidated
the complaints and appointed a lead plaintiff. On September 28, 2006, the Court issued an order
granting the defendants motion to dismiss the consolidated complaint, with leave to amend on or
before October 30, 2006. No amended complaint was filed. On November 17, 2006, the Court entered an
Order dismissing the action against us, and certain of our senior executive officers and directors,
with prejudice.
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, but it is possible that we may declare dividends in the future. 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.
ITEM
9. 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.
The following table provides the high and low trading prices for our ADSs on the Nasdaq Global
Select Market for (1) the years ended December 31, 2004, 2005 and 2006, (2) each of the nine most
recent fiscal quarters and (3) each of the most recent six months.
67
|
|
|
|
|
|
|
|
|
|
|
Sales price |
|
|
|
High |
|
|
Low |
|
|
|
US$ |
|
|
US$ |
|
Annual highs and lows |
|
|
|
|
|
|
|
|
2004(1) |
|
|
55.55 |
|
|
|
18.61 |
|
2005 |
|
|
53.50 |
|
|
|
9.71 |
|
2006 |
|
|
31.90 |
|
|
|
12.70 |
|
|
|
|
|
|
|
|
|
|
Quarterly highs and lows |
|
|
|
|
|
|
|
|
First quarter 2005 |
|
|
53.50 |
|
|
|
14.90 |
|
Second quarter 2005 |
|
|
21.22 |
|
|
|
12.21 |
|
Third quarter 2005 |
|
|
15.91 |
|
|
|
12.25 |
|
Fourth quarter 2005 |
|
|
15.60 |
|
|
|
9.71 |
|
First quarter 2006 |
|
|
19.49 |
|
|
|
14.40 |
|
Second quarter 2006 |
|
|
31.90 |
|
|
|
15.50 |
|
Third quarter 2006 |
|
|
23.79 |
|
|
|
13.20 |
|
Fourth quarter 2006 |
|
|
18.46 |
|
|
|
12.70 |
|
First quarter 2007 |
|
|
18.39 |
|
|
|
14.02 |
|
|
|
|
|
|
|
|
|
|
Monthly highs and lows |
|
|
|
|
|
|
|
|
December 2006 |
|
|
18.46 |
|
|
|
15.87 |
|
January 2007 |
|
|
17.70 |
|
|
|
15.15 |
|
February 2007 |
|
|
18.39 |
|
|
|
15.56 |
|
March 2007 |
|
|
17.47 |
|
|
|
14.02 |
|
April 2007 |
|
|
18.04 |
|
|
|
15.52 |
|
May 2007 |
|
|
19.44 |
|
|
|
15.90 |
|
June 2007 (through June 25, 2007) |
|
|
18.94 |
|
|
|
16.75 |
|
|
|
|
(1) |
|
Our ADSs commenced trading on September 29, 2004. |
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.
ITEM 10. 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.
68
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 April 2006, we formed a business alliance with Recruit, a privately held human resource
services company in Japan, to collaborate on the development of our human resource products and
services in China. Under the terms of our business alliance agreement, we have also established an
internal corporate planning group with Recruit to explore potential business opportunities outside
of the human resource services industry in China although to date we have not begun to offer any
such products.
D. Exchange Controls
Chinas government imposes control over the convertibility of Renminbi into foreign
currencies. Under the current unified floating exchange rate system, the Peoples Bank of China
publishes a daily exchange rate for Renminbi, or the PBOC Exchange Rate, based on the previous
days dealings in the inter-bank foreign exchange market. Financial institutions authorized to deal
in foreign currency may enter into foreign exchange transactions at exchange rates within an
authorized range above or below the PBOC Exchange Rate according to market conditions.
Under the Foreign Exchange Control Regulations issued by the State Council on January 29, 1996
and effective as of April 1, 1996 (and amended on January 14, 1997) and the Administration of
Settlement, Sale and Payment of Foreign Exchange Regulations which came into effect on July 1, 1996
regarding foreign exchange control, or the Regulations, conversion of Renminbi into foreign
exchange by foreign investment enterprises for current account items, including the distribution of
dividends to foreign investors of foreign investment enterprises and payments for licensing fees or
services, is permissible. Foreign investment enterprises are permitted to remit foreign exchange
from their foreign exchange bank account in China on the basis of, inter alia, the terms of the
relevant joint venture contracts and the board resolutions declaring the distribution of the
dividend and payment of profits. Conversion of Renminbi into foreign currencies and remittance of
foreign currencies for capital account items, including direct investment, loans, security
investment, is still subject to the approval of the State Administration of Foreign Exchange, or
SAFE, in each such transaction. On January 14, 1997, the State Council amended the Foreign Exchange
Control Regulations to provide, among other things, that the State shall not impose restrictions on
recurring international payments and transfers.
Under the Regulations, foreign investment enterprises are required to open and maintain
separate foreign exchange accounts for capital account items (but not for other items). In
addition, foreign investment enterprises may only buy, sell and/or remit foreign currencies at
those banks authorized to conduct foreign exchange business upon the production of valid commercial
documents and, in the case of capital account item transactions, document approval from SAFE.
Currently, foreign investment enterprises are required to apply to SAFE for foreign exchange
registration certificates for foreign investment enterprises. With such foreign exchange
registration certificates (which are granted to foreign investment enterprises upon fulfilling
specified conditions and which are subject to review and renewal by SAFE on an annual basis) or
with the foreign exchange sales notices from the SAFE (which are obtained on a
transaction-by-transaction basis), foreign-invested enterprises may enter into foreign exchange
transactions at banks authorized to conduct foreign exchange business to obtain foreign exchange
for their needs.
E. Taxation
Cayman Islands Taxation
The Cayman Islands currently levy 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.
United States Federal Income Taxation
The following summarizes the material 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.
69
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:
|
|
|
dealers in securities or currencies; |
|
|
|
|
financial institutions; |
|
|
|
|
real estate investment trusts; |
|
|
|
|
insurance companies; |
|
|
|
|
tax-exempt organizations; |
|
|
|
|
persons holding ADSs or common shares as part of a hedging, integrated or
conversion transaction, constructive sale or straddle; |
|
|
|
|
traders in securities that have elected the mark to market method of accounting; |
|
|
|
|
persons liable for the alternative minimum tax; |
|
|
|
|
a partnership or other pass-through entity for United Stated federal income tax purposes; |
|
|
|
|
persons who own more than 10% of our voting shares; or |
|
|
|
|
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, and U.S. Treasury regulations, rulings and judicial decisions
thereunder at 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.
A U.S. Holder is 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 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.
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 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. Subject to certain limitations, dividends
paid to non-corporate U.S. Holders, including individuals, 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:
70
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a foreign corporation that is eligible for the benefits of a comprehensive
income tax treaty with the United States that includes an exchange of information program;
and |
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a foreign corporation if its stock with respect to which a dividend is paid
or its ADSs backed by such stock 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. We believe that we will be a qualified foreign corporation for so long as (1) we are not a
passive foreign investment company and (2) 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.
Dividends paid on the ADSs or common shares will be treated as income from sources outside the
United States generally will constitute passive income for U.S. foreign tax credit limitation
purposes.
To the extent that the amount of any distribution exceeds our current or accumulated earnings
and profits, 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. 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.
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) 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.
Passive foreign investment company rules
We believe that we were not a passive foreign investment company for 2006 and based on the
projected composition of our income and valuation of our assets, we do not expect to be a passive
foreign investment company for 2007. In addition, we do not expect to become one in the future,
although this may change. The determination of whether we are a passive foreign investment company
will be made on an annual basis and will depend on the composition of our income and assets,
including goodwill. The calculation of goodwill will be based, in part, on the market value of our
ADSs from time to time, which may be volatile. For a discussion of the risks related to the
possible tax effects should we be considered a passive foreign investment company, see Item 3. -
Key Information Risk Factors Risks Related to Our Business We may become a passive foreign
investment company, which could result in adverse U.S. tax consequences to U.S. investors.
In general, we will be deemed to be a passive foreign investment company for any taxable year
in which either (1) at least 75% of our gross income is passive income or (2) at least 50% of the
value (determined on the basis of a quarterly average) of our assets 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, rents (other than rents and royalties derived in
the active conduct of a trade or business and not derived from a related person), annuities and
gains from assets that produce passive income. If we own at least 25% by value of the equity shares
of another corporation, we will be treated for purposes of the passive foreign investment company
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 passive foreign investment company for any taxable year during which a U.S. Holder
has an equity interest in our company, 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 previous 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 passive foreign investment company 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.
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 passive
foreign investment company as ordinary income under a mark-to-market method, provided that the ADSs
or equity 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.
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.
Instead of being subject to the excess distribution rules discussed above, a U.S. holder of
shares in a passive foreign investment company 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. 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 passive foreign
investment company, 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 passive foreign investment company 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.
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.
Enforceability of Civil Liabilities
We are an exempted limited liability company incorporated under the laws of the Cayman
Islands. We are incorporated in the Cayman Islands because of certain benefits associated with
being a Cayman Islands corporation,
72
such as political and economic stability, an effective judicial
system, a favorable tax system, the absence of exchange
control or currency restrictions and the availability of professional and support services.
However, the Cayman Islands has a less developed body of securities laws as compared to the United
States and provides protections for investors to a significantly lesser extent. In addition, Cayman
Islands companies may not have standing to sue before the federal courts of the United States.
A substantial majority of our assets are located outside the United States. In addition, a
majority of our directors and officers are nationals and/or residents of countries other than the
United States, and all or a substantial portion of our or such persons 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 us or such persons or to enforce against them or against us,
judgments obtained in United States courts, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state thereof.
We have appointed National Registered Agents, Inc. at 875 Avenue of the Americas, Suite 501,
New York, New York 10001, as our agent to receive service of process with respect to any action
brought against us in the United States District Court for the Southern District of New York under
the federal securities laws of the United States or of any State of the United States or any action
brought against us in the Supreme Court of the State of New York in the County of New York under
the securities laws of the State of New York.
Maples and Calder, our counsel as to Cayman Islands law and Jun He Law Offices, our counsel as
to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman
Islands and the PRC, respectively, would (1) recognize or enforce judgments of United States courts
obtained against us or our directors or officers predicated upon the civil liability provisions of
the securities laws of the United States or any state thereof, or (2) entertain original actions
brought in each respective jurisdiction, against us or our directors or officers predicated upon
the securities laws of the United States or any state thereof.
Maples and Calder has further advised us that a final and conclusive judgment in federal or
state courts of the United States under which a sum of money is payable, other than a sum payable
in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings
as a debt in the Courts of the Cayman Islands under the common law doctrine of obligation.
Jun He Law Offices has advised us further that the recognition and enforcement of foreign
judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce
foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either
on treaties between the PRC and the country where the judgment is made or in reciprocity between
jurisdictions.
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 and other information with the Securities and Exchange Commission.
Specifically, we are required to file annually a Form 20-F no later than six months after the close
of each fiscal year, which is December 31. Copies of reports and other information, when so filed,
may be inspected without charge and may be obtained at prescribed rates at the public reference
facilities maintained by the Securities and Exchange Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., 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. 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.
Our financial statements have been prepared in accordance with U.S. GAAP.
73
We will furnish our shareholders with annual reports, which will include a review of
operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP.
I. Subsidiary Information
Not Applicable.
ITEM 11. 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, 2006, we had cash
and cash equivalents of RMB868.7 million (US$111.3 million). Cash and cash equivalents consist of
cash on hand and in banks.
The carrying amounts of cash and cash equivalents, accounts receivable and other receivables
represent our principal exposure to credit risk in relation to our financial assets. As of December
31, 2006, approximately 29% of our cash and cash equivalents 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.
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
2.5% in 2005 and 3.3% in 2006, which resulted in a loss from foreign currency translation for us of
RMB11.3 million in 2005 and RMB9.4 million (US$1.2 million) in 2006. 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.
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.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable.
74
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 |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, 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 that term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. Based on this evaluation, our
chief executive officer and chief financial officer have concluded that, as of the end of the
period covered by this annual report, our disclosure controls and procedures were effective. Our
disclosure controls and procedures are designed to ensure that information required to be disclosed
in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules and
forms, and that such information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow timely discussions
regarding required disclosure.
Report of Management 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) and 15d-15(f) under the Exchange Act. 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, internal control over financial reporting 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.
Our management has evaluated the effectiveness of our internal control over financial
reporting based on criteria established in the framework in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, our management has concluded that our internal control over financial reporting was
effective as of December 31, 2006.
This annual report does not include an attestation report of our registered public accounting
firm regarding internal control over financial reporting. Our managements report was not subject
to attestation by our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only managements report in this
annual report.
Changes in Internal Controls
There were no significant changes in our internal controls 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.
75
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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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2005 |
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2006 |
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2006 |
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RMB |
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RMB |
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US$ |
Audit fees |
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3,080,932 |
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4,456,566 |
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571,054 |
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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 |
We are in compliance with applicable listing standards for the audit committee of our board of
directors.
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ITEM 16E. |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
In May 2005, our board of directors and shareholders approved a stock repurchase program,
which provided authorization to purchase up to US$25 million worth of our outstanding ADSs. Under
the program, we purchased 686,438 ADSs, or 1,372,876 common shares, through open-market
transactions for an aggregate consideration of approximately US$9.3 million. The program expired on
May 26, 2006.
76
The following table sets forth certain information related to purchases made by us of our ADSs
from May 2005 to May 2006:
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Approximate dollar value of |
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Total number of |
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Average price paid |
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ADSs that may yet be |
Period |
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ADSs purchased |
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per share |
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purchased under the program |
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US$ |
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RMB(1) |
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US$ |
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RMB(1) |
May 2005 |
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- |
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June 2005 |
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- |
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July 2005 |
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August 2005 |
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201,905 |
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14.00 |
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109.26 |
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22,173,000 |
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173,040,000 |
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September 2005 |
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30,000 |
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14.21 |
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110.90 |
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21,746,000 |
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169,708,000 |
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October 2005 |
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21,746,000 |
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169,708,000 |
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November 2005 |
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280,500 |
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13.24 |
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103.33 |
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18,032,000 |
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140,724,000 |
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December 2005 |
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174,033 |
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13.62 |
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106.29 |
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15,661,000 |
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122,220,000 |
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January 2006 |
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|
|
|
|
|
|
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15,661,000 |
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122,220,000 |
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February 2006 |
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|
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15,661,000 |
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122,220,000 |
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March 2006 |
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15,661,000 |
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122,220,000 |
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April 2006 |
|
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|
|
|
|
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15,661,000 |
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122,220,000 |
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May 2006 |
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15,661,000 |
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122,220,000 |
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(1) |
|
Translations from U.S. dollars to Renminbi were made at the noon buying rate in The City of
New York for cable transfers of Renminbi as certified for customs purposes by the Federal
Reserve Bank of New York. The translations of U.S. dollar amounts into Renminbi amounts have
been made at the noon buying rate in effect on December 29, 2006, which was US$1.00 to
RMB7.8041. |
77
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.
ITEM 19. EXHIBIT INDEX
|
|
|
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
|
|
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) |
|
|
|
4.3
|
|
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) |
|
|
|
4.4
|
|
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) |
|
|
|
4.5
|
|
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) |
|
|
|
4.6
|
|
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) |
|
|
|
4.7
|
|
Equity Pledge Agreement dated as of May 3, 2004 among Michael Lei
Feng, Tao Wang and Qian Cheng Wu You Network Information
Technology (Beijing) 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) |
78
|
|
|
Exhibits |
|
Description |
4.8
|
|
Equity Pledge Agreement dated as of May 3, 2004 among Michael Lei Feng,
Beijing Run An Information Consultancy Co., Ltd. and Qian Cheng Wu You
Network Information Technology (Beijing) 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) |
|
|
|
4.9
|
|
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) |
|
|
|
4.10*
|
|
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. |
|
|
|
4.11*
|
|
Domain Name License Agreement dated as of May 3, 2006 between Shanghai Run
An Lian Information Consultancy Co., Ltd. and 51net.com Inc. |
|
|
|
4.12
|
|
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) |
|
|
|
4.13
|
|
Share Transfer Agreement dated as of April 5, 2004 among Wuhan Mei Hao
Qian Cheng Advertising Co., Ltd., 51net.com Inc. and Beijing Qian Cheng Si
Jin Advertising Co., Ltd. (Incorporated by reference to Exhibit 10.14 from
our Registration Statement on Form F-1 (File No. 333-117194) filed with
the Securities and Exchange Commission on July 7, 2004) |
|
|
|
4.14
|
|
Business Alliance Agreement dated as of April 5, 2006 between 51job, Inc.
and Recruit Co., Ltd. (Incorporated by reference to Exhibit 4.18 from our
Annual Report on Form 20-F for the year ended December 31, 2005 filed with
the Securities and Exchange Commission on June 29, 2006) |
|
|
|
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. |
79
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: June 28, 2007 |
|
|
|
|
80
51JOB, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
|
|
|
F-2 |
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
|
|
|
|
|
F-4 |
|
|
|
|
|
|
|
|
|
F-5 |
|
|
|
|
|
|
|
|
|
F-6 |
|
|
|
|
|
|
|
|
|
F-7 |
|
|
|
|
|
|
|
|
|
F-25 |
|
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, shareholders equity and cash flows present
fairly, in all material respects, the financial position of 51job, Inc. and its subsidiaries at
December 31, 2006 and December 31, 2005, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2006 in conformity with accounting
principles generally accepted in the United States of America. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our
opinion.
As discussed in Note 2(m) to the consolidated financial statements, the Company changed the manner
in which it accounts for share-based compensation in 2006.
/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company
Shanghai, the Peoples Republic of China
June 28, 2007
F-2
51JOB, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ (Note 2(c)) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
|
|
|
|
|
300,651,791 |
|
|
|
356,284,649 |
|
|
|
389,534,921 |
|
|
|
49,914,137 |
|
Online recruitment services |
|
|
|
|
|
|
111,508,533 |
|
|
|
159,494,922 |
|
|
|
219,793,658 |
|
|
|
28,163,870 |
|
Executive search |
|
|
|
|
|
|
24,907,914 |
|
|
|
26,306,740 |
|
|
|
19,937,806 |
|
|
|
2,554,786 |
|
Other human resource related revenues |
|
|
|
|
|
|
42,875,597 |
|
|
|
53,507,789 |
|
|
|
68,586,465 |
|
|
|
8,788,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
479,943,835 |
|
|
|
595,594,100 |
|
|
|
697,852,850 |
|
|
|
89,421,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Business and related taxes |
|
|
|
|
|
|
(23,823,953 |
) |
|
|
(33,567,880 |
) |
|
|
(38,009,619 |
) |
|
|
(4,870,468 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
|
|
|
|
456,119,882 |
|
|
|
562,026,220 |
|
|
|
659,843,231 |
|
|
|
84,550,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services(1) |
|
|
|
|
|
|
(224,606,635 |
) |
|
|
(269,328,384 |
) |
|
|
(294,068,613 |
) |
|
|
(37,681,297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
231,513,247 |
|
|
|
292,697,836 |
|
|
|
365,774,618 |
|
|
|
46,869,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
|
|
(69,028,818 |
) |
|
|
(115,094,797 |
) |
|
|
(136,770,315 |
) |
|
|
(17,525,443 |
) |
General and administrative |
|
|
|
|
|
|
(72,096,009 |
) |
|
|
(100,614,382 |
) |
|
|
(114,321,711 |
) |
|
|
(14,648,930 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
(141,124,827 |
) |
|
|
(215,709,179 |
) |
|
|
(251,092,026 |
) |
|
|
(32,174,373 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
90,388,420 |
|
|
|
76,988,657 |
|
|
|
114,682,592 |
|
|
|
14,695,172 |
|
Loss from foreign currency translation |
|
|
|
|
|
|
(2,158 |
) |
|
|
(11,320,194 |
) |
|
|
(9,440,242 |
) |
|
|
(1,209,652 |
) |
Interest and investment income |
|
|
|
|
|
|
2,846,422 |
|
|
|
20,385,151 |
|
|
|
20,744,357 |
|
|
|
2,658,136 |
|
Other income |
|
|
|
|
|
|
1,968,532 |
|
|
|
5,313,723 |
|
|
|
1,914,281 |
|
|
|
245,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income tax |
|
|
|
|
|
|
95,201,216 |
|
|
|
91,367,337 |
|
|
|
127,900,988 |
|
|
|
16,388,948 |
|
Income tax expense |
|
|
8 |
|
|
|
(34,058,184 |
) |
|
|
(29,945,033 |
) |
|
|
(28,559,639 |
) |
|
|
(3,659,569 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
61,143,032 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
12,729,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount allocated to participating
preference shareholders |
|
|
14 |
|
|
|
(13,986,417 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable for common shareholders |
|
|
|
|
|
|
47,156,615 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
12,729,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustments |
|
|
|
|
|
|
236,144 |
|
|
|
387,496 |
|
|
|
578,650 |
|
|
|
74,147 |
|
Unrealized loss for investment |
|
|
|
|
|
|
(299,451 |
) |
|
|
(204,011 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
61,079,725 |
|
|
|
61,605,789 |
|
|
|
99,919,999 |
|
|
|
12,803,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic |
|
|
|
|
|
|
1.32 |
|
|
|
1.10 |
|
|
|
1.79 |
|
|
|
0.23 |
|
- Diluted |
|
|
|
|
|
|
1.26 |
|
|
|
1.07 |
|
|
|
1.76 |
|
|
|
0.23 |
|
Earnings per ADS(2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic |
|
|
|
|
|
|
2.65 |
|
|
|
2.21 |
|
|
|
3.58 |
|
|
|
0.46 |
|
- Diluted |
|
|
|
|
|
|
2.52 |
|
|
|
2.15 |
|
|
|
3.52 |
|
|
|
0.45 |
|
Weighted average number of shares
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic |
|
|
|
|
|
|
35,593,374 |
|
|
|
55,607,716 |
|
|
|
55,422,447 |
|
|
|
55,422,447 |
|
- Diluted |
|
|
|
|
|
|
37,483,019 |
|
|
|
57,254,454 |
|
|
|
56,409,260 |
|
|
|
56,409,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Share-based compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in cost of services |
|
|
|
|
|
|
(1,811,496 |
) |
|
|
(1,479,841 |
) |
|
|
(4,620,675 |
) |
|
|
(592,083 |
) |
Included in operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Sales and marketing |
|
|
|
|
|
|
(1,757,722 |
) |
|
|
(1,438,083 |
) |
|
|
(3,972,118 |
) |
|
|
(508,978 |
) |
- General and administrative |
|
|
|
|
|
|
(16,920,516 |
) |
|
|
(11,635,397 |
) |
|
|
(19,926,274 |
) |
|
|
(2,553,308 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Each ADS represents two common shares. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-3
51JOB, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
RMB |
|
|
RMB |
|
|
US$ (Note 2(c)) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
830,633,550 |
|
|
|
868,698,254 |
|
|
|
111,313,060 |
|
Short-term investments |
|
|
2 |
(f) |
|
|
10,554,529 |
|
|
|
|
|
|
|
|
|
Accounts receivable (net of allowance
for doubtful accounts of RMB2,860,275
and RMB2,611,810 as of December 31,
2005 and 2006, respectively) |
|
|
3 |
|
|
|
22,222,865 |
|
|
|
28,431,123 |
|
|
|
3,643,101 |
|
Prepayments and other current assets |
|
|
4 |
|
|
|
23,265,437 |
|
|
|
18,063,571 |
|
|
|
2,314,626 |
|
Deferred tax assets, current |
|
|
8 |
|
|
|
5,867,820 |
|
|
|
4,382,752 |
|
|
|
561,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
892,544,201 |
|
|
|
919,575,700 |
|
|
|
117,832,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment |
|
|
5 |
|
|
|
32,357,875 |
|
|
|
194,315,313 |
|
|
|
24,899,132 |
|
Intangible assets |
|
|
6 |
|
|
|
11,380,835 |
|
|
|
9,363,060 |
|
|
|
1,199,762 |
|
Other long-term assets |
|
|
|
|
|
|
26,724,335 |
|
|
|
3,856,621 |
|
|
|
494,179 |
|
Deferred tax assets, non-current |
|
|
8 |
|
|
|
412,314 |
|
|
|
504,507 |
|
|
|
64,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
70,875,359 |
|
|
|
208,039,501 |
|
|
|
26,657,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
963,419,560 |
|
|
|
1,127,615,201 |
|
|
|
144,490,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
7,358,046 |
|
|
|
9,691,511 |
|
|
|
1,241,849 |
|
Due to related parties |
|
|
13 |
|
|
|
1,505,515 |
|
|
|
464,501 |
|
|
|
59,520 |
|
Salary and employee related accrual |
|
|
|
|
|
|
19,339,789 |
|
|
|
26,676,545 |
|
|
|
3,418,273 |
|
Taxes payable |
|
|
|
|
|
|
23,201,967 |
|
|
|
23,751,099 |
|
|
|
3,043,413 |
|
Advance from customers |
|
|
|
|
|
|
40,619,516 |
|
|
|
57,930,216 |
|
|
|
7,423,049 |
|
Other payables and accruals |
|
|
7 |
|
|
|
17,515,264 |
|
|
|
20,560,834 |
|
|
|
2,634,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
109,540,097 |
|
|
|
139,074,706 |
|
|
|
17,820,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, non-current |
|
|
8 |
|
|
|
|
|
|
|
122,757 |
|
|
|
15,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
109,540,097 |
|
|
|
139,197,463 |
|
|
|
17,836,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares (US$0.0001 par value;
500,000,000 shares authorized,
54,876,079 and 56,119,761 shares issued
and outstanding as of December 31, 2005
and 2006, respectively) |
|
|
9 |
|
|
|
45,451 |
|
|
|
46,435 |
|
|
|
5,950 |
|
Additional paid-in capital |
|
|
|
|
|
|
848,423,068 |
|
|
|
859,898,889 |
|
|
|
110,185,529 |
|
Deferred share-based compensation |
|
|
11 |
|
|
|
(23,141,471 |
) |
|
|
|
|
|
|
|
|
Statutory reserves |
|
|
|
|
|
|
3,680,707 |
|
|
|
4,848,986 |
|
|
|
621,338 |
|
Other comprehensive gain (loss) |
|
|
|
|
|
|
(318,174 |
) |
|
|
260,476 |
|
|
|
33,377 |
|
Retained earnings |
|
|
|
|
|
|
25,189,882 |
|
|
|
123,362,952 |
|
|
|
15,807,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
|
|
|
|
853,879,463 |
|
|
|
988,417,738 |
|
|
|
126,653,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
|
|
|
|
963,419,560 |
|
|
|
1,127,615,201 |
|
|
|
144,490,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-4
51JOB, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained |
|
|
|
|
|
|
Common shares |
|
|
Series A Preference Shares |
|
|
paid-in capital |
|
|
paid-in capital |
|
|
Deferred |
|
|
|
|
|
|
Other |
|
|
earnings / |
|
|
Total |
|
|
|
Number |
|
|
|
|
|
|
Number |
|
|
|
|
|
|
- common |
|
|
- preference |
|
|
share-based |
|
|
Statutory |
|
|
comprehensive |
|
|
(Accumulated |
|
|
shareholders |
|
|
|
of shares |
|
|
Par value |
|
|
of shares |
|
|
Par value |
|
|
shares |
|
|
shares |
|
|
compensation |
|
|
reserves |
|
|
income |
|
|
deficit) |
|
|
equity |
|
|
|
|
|
|
|
RMB |
|
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
Balance as of January 1, 2004 |
|
|
28,772,115 |
|
|
|
23,816 |
|
|
|
13,678,466 |
|
|
|
11,332 |
|
|
|
97,502,397 |
|
|
|
116,364,516 |
|
|
|
(46,338,280 |
) |
|
|
9,470,398 |
|
|
|
(438,351 |
) |
|
|
(47,311,273 |
) |
|
|
129,284,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
711,098 |
|
|
|
588 |
|
|
|
|
|
|
|
|
|
|
|
2,190,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,190,852 |
|
Exercise of warrants |
|
|
|
|
|
|
|
|
|
|
380,000 |
|
|
|
314 |
|
|
|
|
|
|
|
3,276,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,276,456 |
|
Conversion of Series A Preference
Shares to common shares |
|
|
14,058,466 |
|
|
|
11,646 |
|
|
|
(14,058,466 |
) |
|
|
(11,646 |
) |
|
|
119,640,658 |
|
|
|
(119,640,658 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares |
|
|
12,075,000 |
|
|
|
9,994 |
|
|
|
|
|
|
|
|
|
|
|
635,487,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
635,497,001 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,305,481 |
|
|
|
|
|
|
|
6,184,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,489,734 |
|
Appropriation of statutory reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,286,063 |
|
|
|
|
|
|
|
(7,286,063 |
) |
|
|
|
|
Adjustment of other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,308 |
) |
|
|
|
|
|
|
(63,308 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,143,032 |
|
|
|
61,143,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2004 |
|
|
55,616,679 |
|
|
|
46,044 |
|
|
|
|
|
|
|
|
|
|
|
869,125,807 |
|
|
|
|
|
|
|
(40,154,027 |
) |
|
|
16,756,461 |
|
|
|
(501,659 |
) |
|
|
6,545,696 |
|
|
|
851,818,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
632,276 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
1,545,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,546,028 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,459,235 |
) |
|
|
|
|
|
|
17,012,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,553,321 |
|
Reversal of statutory reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,075,754 |
) |
|
|
|
|
|
|
13,075,754 |
|
|
|
|
|
Repurchase of common shares |
|
|
(1,372,876 |
) |
|
|
(1,103 |
) |
|
|
|
|
|
|
|
|
|
|
(19,789,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,853,872 |
) |
|
|
(75,643,997 |
) |
Adjustment of other comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183,485 |
|
|
|
|
|
|
|
183,485 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,422,304 |
|
|
|
61,422,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005 |
|
|
54,876,079 |
|
|
|
45,451 |
|
|
|
|
|
|
|
|
|
|
|
848,423,068 |
|
|
|
|
|
|
|
(23,141,471 |
) |
|
|
3,680,707 |
|
|
|
(318,174 |
) |
|
|
25,189,882 |
|
|
|
853,879,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options |
|
|
1,243,682 |
|
|
|
984 |
|
|
|
|
|
|
|
|
|
|
|
6,098,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,099,209 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,377,596 |
|
|
|
|
|
|
|
23,141,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,519,067 |
|
Appropriation of statutory reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,168,279 |
|
|
|
|
|
|
|
(1,168,279 |
) |
|
|
|
|
Adjustment of other comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
578,650 |
|
|
|
|
|
|
|
578,650 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,341,349 |
|
|
|
99,341,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 |
|
|
56,119,761 |
|
|
|
46,435 |
|
|
|
|
|
|
|
|
|
|
|
859,898,889 |
|
|
|
|
|
|
|
|
|
|
|
4,848,986 |
|
|
|
260,476 |
|
|
|
123,362,952 |
|
|
|
988,417,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 (US$
Note 2(c)) |
|
|
56,119,761 |
|
|
|
5,950 |
|
|
|
|
|
|
|
|
|
|
|
110,185,529 |
|
|
|
|
|
|
|
|
|
|
|
621,338 |
|
|
|
33,377 |
|
|
|
15,807,454 |
|
|
|
126,653,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-5
51JOB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ (Note 2(c)) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year |
|
|
|
|
|
|
61,143,032 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
12,729,379 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
20,489,734 |
|
|
|
14,553,321 |
|
|
|
28,519,067 |
|
|
|
3,654,370 |
|
Depreciation |
|
|
|
|
|
|
7,235,708 |
|
|
|
13,070,492 |
|
|
|
15,890,589 |
|
|
|
2,036,185 |
|
Amortization of intangible assets |
|
|
|
|
|
|
3,383,828 |
|
|
|
3,234,693 |
|
|
|
3,132,310 |
|
|
|
401,367 |
|
Loss due to disposal of fixed assets |
|
|
|
|
|
|
85,717 |
|
|
|
259,064 |
|
|
|
250,948 |
|
|
|
32,156 |
|
Loss due to impairment of fixed assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,966 |
|
|
|
6,274 |
|
Loss from foreign currency translation |
|
|
|
|
|
|
|
|
|
|
11,320,193 |
|
|
|
9,440,242 |
|
|
|
1,209,652 |
|
(Increase) Decrease in accounts receivable |
|
|
|
|
|
|
(5,833,220 |
) |
|
|
1,029,603 |
|
|
|
(6,208,258 |
) |
|
|
(795,512 |
) |
(Increase) Decrease in prepayments and other
current assets |
|
|
|
|
|
|
(6,018,815 |
) |
|
|
(8,589,489 |
) |
|
|
5,201,866 |
|
|
|
666,555 |
|
(Increase) Decrease in deferred tax assets |
|
|
|
|
|
|
(3,238,432 |
) |
|
|
1,522,086 |
|
|
|
1,392,875 |
|
|
|
178,480 |
|
Increase (Decrease) in accounts payable |
|
|
|
|
|
|
(1,320,004 |
) |
|
|
(2,461,987 |
) |
|
|
777,658 |
|
|
|
99,647 |
|
Decrease in due to related parties |
|
|
|
|
|
|
(4,926,900 |
) |
|
|
(72,358 |
) |
|
|
(1,041,014 |
) |
|
|
(133,393 |
) |
Increase in salary and employee related accrual |
|
|
|
|
|
|
2,234,180 |
|
|
|
7,641,124 |
|
|
|
7,336,756 |
|
|
|
940,116 |
|
Increase (Decrease) in deferred tax liabilities |
|
|
|
|
|
|
(2,168,278 |
) |
|
|
(169,237 |
) |
|
|
122,757 |
|
|
|
15,730 |
|
Increase (Decrease) in taxes payable |
|
|
|
|
|
|
24,550,704 |
|
|
|
(7,384,801 |
) |
|
|
549,132 |
|
|
|
70,365 |
|
Increase in advance from customers |
|
|
|
|
|
|
329,926 |
|
|
|
22,841,759 |
|
|
|
17,310,700 |
|
|
|
2,218,155 |
|
Increase in other payables and accruals |
|
|
|
|
|
|
10,428,733 |
|
|
|
3,581,578 |
|
|
|
3,045,570 |
|
|
|
390,253 |
|
(Increase) Decrease in other long-term assets |
|
|
|
|
|
|
(563,501 |
) |
|
|
227,584 |
|
|
|
117,714 |
|
|
|
15,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
105,812,412 |
|
|
|
122,025,929 |
|
|
|
185,229,227 |
|
|
|
23,734,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
|
|
|
|
(12,006,783 |
) |
|
|
(45,902,556 |
) |
|
|
(153,842,134 |
) |
|
|
(19,712,989 |
) |
Purchase of intangible assets |
|
|
|
|
|
|
(1,797,982 |
) |
|
|
(8,488,779 |
) |
|
|
(1,114,535 |
) |
|
|
(142,814 |
) |
Proceeds from the maturity of short-term
investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,554,529 |
|
|
|
1,352,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
|
|
|
(13,804,765 |
) |
|
|
(54,391,335 |
) |
|
|
(144,402,140 |
) |
|
|
(18,503,369 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of Series A Preference Shares, net of issuance cost |
|
|
|
|
|
|
3,276,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net of
issuance cost paid |
|
|
|
|
|
|
635,497,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common shares |
|
|
|
|
|
|
|
|
|
|
(75,643,997 |
) |
|
|
|
|
|
|
|
|
Proceeds from the exercise of options |
|
|
|
|
|
|
2,190,852 |
|
|
|
1,546,028 |
|
|
|
6,099,209 |
|
|
|
781,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing
activities |
|
|
|
|
|
|
640,964,309 |
|
|
|
(74,097,969 |
) |
|
|
6,099,209 |
|
|
|
781,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
|
|
|
|
|
236,144 |
|
|
|
(11,195,747 |
) |
|
|
(8,861,592 |
) |
|
|
(1,135,505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
|
|
|
|
733,208,100 |
|
|
|
(17,659,122 |
) |
|
|
38,064,704 |
|
|
|
4,877,526 |
|
Cash, beginning of year |
|
|
|
|
|
|
115,084,572 |
|
|
|
848,292,672 |
|
|
|
830,633,550 |
|
|
|
106,435,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
|
|
|
|
|
848,292,672 |
|
|
|
830,633,550 |
|
|
|
868,698,254 |
|
|
|
111,313,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the years for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
|
|
|
|
14,703,548 |
|
|
|
41,598,483 |
|
|
|
24,467,059 |
|
|
|
3,135,154 |
|
Interest expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual related to purchase of property,
equipment and software |
|
|
|
|
|
|
(4,577,286 |
) |
|
|
|
|
|
|
(1,555,807 |
) |
|
|
(199,358 |
) |
Conversion of Series A Preference Shares to
common shares |
|
|
|
|
|
|
119,652,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual related to IPO costs |
|
|
|
|
|
|
2,053,164 |
|
|
|
(2,053,164 |
) |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-6
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
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
subsidiaries (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 Company changed its name from 51net.com Cayman Islands Inc. to 51job, Inc. effective from
April 26, 2004. AdCo changed its name from Shanghai Qianjin Culture Communications Co., Ltd. in
November 2005. Wang Cai AdCo changed its name from Shanghai Jin Lian Advertising Co., Ltd. in July
2005.
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 executive search services and other human
resource related services.
Under relevant PRC laws and regulations, companies conducting businesses as stated in the
preceding paragraph require various licenses, including the advertisement license, HR services
license and the license for Internet content provision (ICP) from relevant government
authorities.
The Company was incorporated in the Cayman Islands on March 24, 2000 and accordingly is
considered as a foreign person under PRC law. As of December 31, 2003, the Company owned a 99% and
a 79.2% equity interest in Tech JV and AdCo, respectively. The remaining equity interest in these
entities was owned by Qian Cheng and Run An, the Companys VIE subsidiaries. As then PRC
regulations limited foreign ownership of companies that provide human resource related services,
Internet content provision and advertising services, the Group was dependent on certain licenses
held by its VIE subsidiaries and conducted a small portion of its human resource related operations
through Run An and Qian Cheng. The Company did not have any equity ownership interest in either of
these entities. After Tech JV obtained the necessary business licenses, the business and operations
of Run An and Qian Cheng were transferred to Tech JV and its branches, AdCo and AdCos subsidiaries
over a period of time. Since 2002, substantially all of the Companys operations have been
conducted through Tech JV and its branches, AdCo and AdCos subsidiaries. Additionally, Run An and
Qian Cheng held certain equity interest in the Companys subsidiaries. Under a series of technical
and consulting services agreements and undertaking by those equity owners, the Company bore all of
the risk and rewards of Run An and Qian Cheng, and RAL, a VIE subsidiary which was formed in April
2004 (Note 2(b)). Accordingly, for all periods presented, the Company, or its subsidiaries, as the
case may be, was considered the primary beneficiary of the VIE subsidiaries and their results are
consolidated in the Companys financial statements. No other party shares in any of the economic
risk or rewards of the Companys subsidiaries and VIE subsidiaries; therefore, no minority interest
is reflected on the Companys financial statements.
In March 2004, the PRC government amended its limitation on foreign ownership of advertising
companies and permitted foreign equity ownership up to 70% of a PRC advertising entity.
Accordingly, the Company undertook a restructuring in May 2004 (the Restructuring) and 51net, a
foreign entity, has transferred 48% of its equity interest in Tech JV to a subsidiary of AdCo,
which is also an indirect subsidiary of 51net. As a result, 51net effectively holds 69.7% of the
equity interest in Tech JV and Qian Cheng effectively holds the remaining 30.3% equity interest.
After the Restructuring, Tech JV can legally hold the necessary licenses to provide advertising
services in the PRC. Additionally, as part of the Restructuring, certain of the agreements with and
undertakings by the VIE subsidiaries were amended to enhance the Companys ability to control the
VIE subsidiaries (Note 2(b)). Starting December 2005, the PRC government permits 100% foreign
ownership of a PRC advertising entity.
In October 2004, the Company completed an initial public offering of American Depositary
Shares (ADSs). ADSs of the Company are traded on the Nasdaq Global Select Market under the symbol
JOBS in the United States.
F-7
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
2. PRINCIPAL ACCOUNTING POLICIES
(a) Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with
generally accepted accounting principles 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. 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 VIE subsidiaries. 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 Financial Accounting Standards Board (FASB) Interpretation No. 46,
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, (FIN 46) for all
periods presented. FIN 46 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 do 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, 2005 and 2006 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.
Run An holds ICP and HR service licenses and also engages in provision of training services.
13% of the equity interest in Run An is owned by Michael Lei Feng, a strategic advisor and former
senior executive of the Company, and 87% of the equity interest is owned by Tao Wang, a senior
executive of the Company. As of December 31, 2006, the registered capital of Run An was
RMB6,000,000, which was fully paid by the principal founder of the Company, and its accumulated
loss was RMB4,239,237.
Qian Cheng holds an advertisement license necessary for recruitment advertising services.
Michael Lei Feng and Run An hold 87% and 13% of the equity interest in Qian Cheng, respectively. As
of December 31, 2006, the registered capital of Qian Cheng was RMB1,500,000, which was fully paid
by the principal founder and a former senior executive of the Company, and its accumulated loss was
RMB10,824,071.
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
HR related services and operates as an Internet content provider. 80% of the equity interest in RAL
is owned by Michael Lei Feng and 20% of the equity interest is owned by Tao Wang. As of December
31, 2006, the registered capital of RAL was RMB1,000,000, which was fully paid by these two
individuals, and its accumulated loss was RMB563,442.
F-8
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
As part of the Restructuring (Note 1), the Group entered into and amended various agreements
as related to its VIE subsidiaries. While the substance of the previous agreements with the VIE
subsidiaries remain unchanged, the agreements and arrangements were amended in connection with the
Restructuring to (i) enhance the Companys ability to control the VIE subsidiaries and (ii) ensure
the agreements are legally enforceable in the PRC court of law. Accordingly, the Restructuring did
not change the Companys accounting of 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 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 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 on 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 noon buying
rate of US$1.00 = RMB7.8041 on December 29, 2006 in The City of New York for cable transfers of RMB
as certified for customs purposes by the Federal Reserve Bank of New York. No representation is
made that the RMB amounts could have been, or could be, converted into US$ at that rate on December
29, 2006, or at any other certain rate.
(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, 2005 and 2006 are amounts denominated
in United States dollars totaling US$31,040,000 and US$33,523,427, respectively (equivalent to
approximately RMB250,499,008 and RMB261,774,384, 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 and cash
equivalents in the PRC as the cash and cash equivalents are not restricted funds and are not
classified as restricted cash.
F-9
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
(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 a fixed-maturity instrument issued by Hong Kong and
Shanghai Banking Corporation Limited, which matured on June 19, 2006. Investments are recorded at
fair value as available-for-sale securities in accordance with Statement of Financial Accounting
Standards (SFAS) No. 115, Investment Securities.
(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
|
|
48 to 50 years |
Building
|
|
20 years |
Leasehold improvements
|
|
Lesser of the lease period or the estimated useful
life |
Computer equipment
|
|
5 years |
Furniture and fixtures
|
|
5 years |
Motor vehicles
|
|
5 years |
Other assets
|
|
5 years |
(h) Intangible assets
Intangible assets include purchased computer software, licenses and internally developed
software and are amortized on a straight-line basis over their estimated useful lives, which range
from three to ten years.
The Group recognizes costs to develop software products to be marketed or sold in accordance
with SFAS No. 86, Accounting for Costs of Computer Software to be Sold, Leased or Otherwise
Marketed. Costs incurred for the development of software products prior to the establishment of
technological feasibility are expensed when incurred and are included in product development
expense. Once the software product has reached technological feasibility, all subsequent product
development costs are capitalized until that product is available for marketing. Technological
feasibility is evaluated on a product-by-product basis.
The Group recognizes website and internally used software development costs in accordance with
Statement of Position (SOP) No. 98 1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use, and Emerging Issues Task Force (EITF) No. 00-02,
Accounting for Website Development Cost, where applicable. As such, the Group expenses all costs
that are incurred in connection with the planning and implementation phases of development and
costs that are associated with repair or maintenance of the existing websites and software. Costs
incurred in the development phase are capitalized and amortized over the estimated product life.
(i) Impairment of long-lived assets
The Group has adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, (SFAS No. 144) which addresses the financial accounting and reporting for the
recognition and measurement of impairment losses for long-lived assets. In accordance with SFAS No.
144, long-lived assets are reviewed for impairment whenever events or changes in circumstances
indicate that carrying amount of an asset may not be recoverable. The Group may recognize
impairment of long-lived assets in the event the net book value of such assets exceeds the future
undiscounted cash flows attributable to these assets. No impairment of long-lived assets was
recognized in 2004 and 2005. In 2006, the Group recognized an impairment charge for fixed assets in
the amount of RMB48,966.
F-10
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
(j) Revenue recognition
Print advertising
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 and upon the
publication of the advertisements. Cash received in advance of services are recognized as advances
from customers.
Online recruitment services
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 and when collectibility is reasonably assured in accordance with Staff Accounting
Bulletin (SAB) No. 104. Cash received in advance of services are recognized as advances from
customers.
Executive search
The Group provides executive search services. Revenue is recognized when recruitment services
are substantially rendered and collectibility is reasonably assured, less an allowance for
individuals placed but not expected to meet the probation period. The allowance for search
placement is based on historical activities of search placement that do not complete the
contingency period. This contingency period varies on a contract by contract basis but is typically
90 days. The Group has not had significant search placements that do not complete the contingency
period. 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. Revenue is recognized when
services are rendered. In November 2004, the Group discontinued its stationery and office supplies
business. Revenue from selling of related products was RMB12,679,995, RMB2,188,714 and nil during
the years ended December 31, 2004, 2005 and 2006, respectively.
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 accompanying 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.
(l) Sales and marketing
Sales and marketing costs are comprised 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 statements of operations and comprehensive income when incurred and totaled
RMB12,372,664, RMB21,367,227 and RMB18,993,938 during the years ended December 31, 2004, 2005 and
2006, respectively.
F-11
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
(m) Share-based compensation
Effective January 1, 2006, the Company accounts for share-based compensation arrangements with
employees in accordance with SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R).
The Company adopted SFAS No. 123R using the modified prospective method, under which prior periods
have not been restated to reflect the impact of SFAS No. 123R. The valuation provisions of SFAS No.
123R apply to new grants and unvested grants that were outstanding as of the effective date. In
March 2005, the Securities and Exchange Commission (SEC) issued SAB No. 107 (SAB No. 107)
relating to SFAS No. 123R. The Company has applied the provisions of SAB No. 107 in its adoption of
SFAS No. 123R.
SFAS No. 123R requires that the deferred share-based compensation on the consolidated balance
sheet on the date of adoption be netted against additional paid-in capital. As of January 1, 2006,
there was a balance of RMB3,680,707 of deferred share-based compensation that was netted against
additional paid-in capital.
Under the provisions of SFAS No. 123R, the Company is required 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 US Treasury yield for the terms consistent with the expected life of award at
the time of grant. Expected life is based on historical exercise patterns, which the Company
believes are representative of future behavior. 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 ADSs.
The requisite service period assumed is generally a four-year vesting period. 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.
There were no capitalized share-based compensation costs during the year ended December 31,
2006. The Company recorded share-based compensation of RMB28,519,067, which amount lowered income
from operations and income before provision for income tax for the year ended December 31, 2006.
The implementation of SFAS No. 123R reduced basic and diluted earnings per share by RMB0.52 and
RMB0.51, respectively for the year ended December 31, 2006. The adoption of SFAS No. 123R did not
result in any impact on the cash flows from operating activities, investing activities and
financing activities for the year ended December 31, 2006,
Prior to the adoption of SFAS No. 123R, the Company accounted for share-based payments under
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
(APB No. 25) and complied with the disclosure provisions of SFAS No. 123, Accounting-Based
Compensation (SFAS No. 123). In general, compensation cost under APB No. 25 was recognized based
on the difference, if any, between the estimated fair value of the Companys common share and the
amount an employee is required to pay to acquire the common shares, as determined on the
measurement date. Pro forma information was disclosed to illustrate the effect on the Companys net
income and net income per share if it had applied the fair value recognition provisions of SFAS No.
123 to stock-based employee compensation for the reporting periods.
If the compensation cost for the Companys share-based compensation plans for employees had
been determined based on the estimated fair value on the measurement dates for the share option
awards as prescribed by SFAS No. 123, the Companys net income attributable to common shareholders
and earnings per share would have resulted in the pro forma amounts for the years ended December
31, 2004 and 2005 as follows:
F-12
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
|
RMB |
|
RMB |
Net income as reported |
|
|
61,143,032 |
|
|
|
61,422,304 |
|
Add: Share-based compensation expense under APB No. 25 |
|
|
20,489,734 |
|
|
|
14,553,321 |
|
Less: Share-based compensation expense under SFAS No. 123 |
|
|
(20,980,215 |
) |
|
|
(21,557,770 |
) |
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
|
60,652,551 |
|
|
|
54,417,855 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
As reported |
|
|
1.32 |
|
|
|
1.10 |
|
|
|
|
|
|
|
|
|
|
Pro forma |
|
|
1.31 |
|
|
|
0.98 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per ADS: |
|
|
|
|
|
|
|
|
As reported |
|
|
2.65 |
|
|
|
2.21 |
|
|
|
|
|
|
|
|
|
|
Pro forma |
|
|
2.63 |
|
|
|
1.96 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
As reported |
|
|
1.26 |
|
|
|
1.07 |
|
|
|
|
|
|
|
|
|
|
Pro forma |
|
|
1.25 |
|
|
|
0.95 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per ADS: |
|
|
|
|
|
|
|
|
As reported |
|
|
2.52 |
|
|
|
2.15 |
|
|
|
|
|
|
|
|
|
|
Pro forma |
|
|
2.50 |
|
|
|
1.90 |
|
|
|
|
|
|
|
|
|
|
The Company calculated the fair value of share options to employees on the date of grant based
on the minimum value method as allowed under SFAS No. 123 for non-public entities prior to the
Companys initial public offering. Upon completion of the Companys initial public offering in
October 2004, the Company adopted the Black-Scholes pricing method to calculate fair value of
options. For the years ended December 31, 2004, 2005 and 2006, the fair value of options granted
was estimated with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
Risk-free interest rate |
|
|
2.65 |
% |
|
|
3.87%-4.53 |
% |
|
|
4.85%-4.93 |
% |
Expected life (years) |
|
|
6 |
|
|
|
4 |
|
|
|
4 |
|
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Volatility |
|
|
0 |
% |
|
|
90%-100 |
% |
|
|
80 |
% |
Weighted average of fair value of options at grant date |
|
RMB42.46 |
|
RMB44.42 |
|
RMB40.39 |
(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 statements of
operations and comprehensive income on a straight-line basis over the lease periods.
(o) Taxation
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.
F-13
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
(p) Statutory reserves
With the exception of Tech JV which is majority 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 a liquidation. During the years ended December 31, 2004, 2005 and 2006, the Group made
total appropriations to their statutory common reserve fund of RMB4,857,375, RMB770,608 and
RMB778,853, respectively. During the year ended December 31, 2005, the Group also made a
discretionary reversal of RMB9,487,777 from the common statutory reserve fund to retained earnings.
In addition, the above subsidiaries 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 RMB2,428,688, RMB385,304 and RMB389,426 during the years
ended December 31, 2004, 2005 and 2006, respectively. During the year ended December 31, 2005, the
Group also made a discretionary reversal of RMB4,743,889 from the statutory common welfare fund to
retained earnings.
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, 2004, 2005
and 2006, Tech JV did not make any appropriations to these statutory reserves. During the year
ended December 31, 2006, 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 RMB415
million as of December 31, 2006. 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.
F-14
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
(r) Earnings per share
In accordance with SFAS No. 128, Computation of Earnings Per Share, and EITF Issue 03-06,
Participating Securities and the Two-Class Method under FASB Statement No. 128, basic earnings
per share is computed by dividing net income attributable to common shareholders by the weighted
average number of unrestricted common shares outstanding during the period using the two-class
method. Under the two class method, net income is allocated between common shares and other
participating securities based on their participating rights. The Companys Series A Preference
Shares (Note 10) are participating securities. 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 conversion of the convertible preference shares (using the if-converted method),
common shares issuable upon the exercise of outstanding share options (using the treasury stock
method) and certain common shares held in escrow (Note 11) (using the treasury stock method).
(s) 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.
(t) Recent accounting pronouncements
In June 2006, the FASB ratified the Emerging Issues Task Forces Issue No. 06-03, How Sales
Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the
Income Statement, (EITF No. 06-03) which requires companies to disclose how they account for
taxes imposed on and concurrent with a specific revenue-producing transaction. EITF No. 06-03
becomes effective for the Company starting January 1, 2007 and is not expected to have a material
effect on the Companys financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an Interpretation of FASB Statement No. 109, (FIN 48) which clarifies the
accounting for uncertainty in tax positions. FIN 48 requires that companies recognize and disclose
in their financial statements the impact of a tax position if that position is more likely than not
of being sustained on audit, based on the technical merits of the position. The provisions of FIN
48 becomes effective on January 1, 2007, with the cumulative effect of the change in accounting
principle, if any, recorded as an adjustment to opening retained earnings. The adoption of FIN 48
is not expected to have a material effect on the Companys financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements, (SFAS No. 157) which defines fair value, establishes guidelines for
measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 does
not require any new fair value measurements but rather eliminates inconsistencies in guidance found
in various prior accounting pronouncements. SFAS No. 157 will be effective for the Company starting
January 1, 2008. The Company is currently evaluating the impact of adopting SFAS No. 157, but does
not believe it will have a material effect on its financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, or SFAS No. 159, which permits entities to choose to measure many
financial instruments and certain other items at fair value that are not currently required to be
measured at fair value. SFAS No. 159 will be effective for the Company starting January 1, 2008.
The Company is currently evaluating the impact of adopting SFAS No. 159, but does not believe it
will have a material effect on its financial statements.
(u) Reclassifications
Certain prior year amounts have been reclassified with no effect on net income or retained
earnings to conform to the 2006 financial statement presentation.
F-15
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
3. ACCOUNTS RECEIVABLE
The Groups accounts receivable balances, net of allowance for doubtful accounts, were
RMB22,222,865 and RMB28,431,123 as of December 31, 2005 and 2006, respectively.
The movement of allowance for doubtful accounts is analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Balance at beginning of the period |
|
|
3,689,222 |
|
|
|
2,860,275 |
|
Additions |
|
|
5,799,717 |
|
|
|
|
|
Reversals |
|
|
|
|
|
|
(246,962 |
) |
Write-offs |
|
|
(6,628,664 |
) |
|
|
(1,503 |
) |
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
2,860,275 |
|
|
|
2,611,810 |
|
|
|
|
|
|
|
|
|
|
4. PREPAYMENTS AND OTHER CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Rental and other deposits |
|
|
4,333,790 |
|
|
|
1,770,282 |
|
Prepayments for rental and others |
|
|
6,315,403 |
|
|
|
5,573,569 |
|
Employee advances |
|
|
1,507,761 |
|
|
|
1,760,343 |
|
Payments made on behalf of customers |
|
|
|
|
|
|
370,999 |
|
Prepaid insurance premium |
|
|
1,704,902 |
|
|
|
2,224,911 |
|
Subsidy income receivable |
|
|
4,660,000 |
|
|
|
|
|
Interest income receivable |
|
|
2,829,274 |
|
|
|
4,864,170 |
|
Others |
|
|
1,914,307 |
|
|
|
1,499,297 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
23,265,437 |
|
|
|
18,063,571 |
|
|
|
|
|
|
|
|
|
|
5. PROPERTY AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Land and building |
|
|
|
|
|
|
164,873,963 |
|
Leasehold improvements |
|
|
13,085,141 |
|
|
|
10,436,140 |
|
Computer equipment |
|
|
36,185,945 |
|
|
|
40,376,503 |
|
Furniture and fixtures |
|
|
9,896,664 |
|
|
|
11,939,772 |
|
Motor vehicles |
|
|
3,886,016 |
|
|
|
3,823,860 |
|
Other assets |
|
|
|
|
|
|
4,900,714 |
|
Less: impairment |
|
|
|
|
|
|
(48,966 |
) |
Less: accumulated depreciation |
|
|
(30,695,891 |
) |
|
|
(41,986,673 |
) |
|
|
|
|
|
|
|
|
|
Net book value |
|
|
32,357,875 |
|
|
|
194,315,313 |
|
|
|
|
|
|
|
|
|
|
6. INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Computer equipment software |
|
|
15,952,849 |
|
|
|
16,818,306 |
|
Acquired training licenses |
|
|
6,571,253 |
|
|
|
6,571,253 |
|
Internally developed software |
|
|
1,568,808 |
|
|
|
1,568,808 |
|
Less: accumulated amortization |
|
|
(12,712,075 |
) |
|
|
(15,595,307 |
) |
|
|
|
|
|
|
|
|
|
Net book value |
|
|
11,380,835 |
|
|
|
9,363,060 |
|
|
|
|
|
|
|
|
|
|
F-16
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
7. OTHER PAYABLES AND ACCRUALS
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Professional service fees |
|
|
4,796,706 |
|
|
|
4,633,303 |
|
Office expenses |
|
|
1,327,095 |
|
|
|
1,504,416 |
|
Deposit from customers |
|
|
1,880,392 |
|
|
|
4,031,346 |
|
Marketing expenses |
|
|
|
|
|
|
3,538,428 |
|
Revenue from newspaper sales collected on behalf of newspaper
contractors |
|
|
1,173,575 |
|
|
|
4,950,877 |
|
Payables to employees related to proceeds from share option exercises |
|
|
6,872,776 |
|
|
|
549,469 |
|
Others |
|
|
1,464,720 |
|
|
|
1,352,995 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
17,515,264 |
|
|
|
20,560,834 |
|
|
|
|
|
|
|
|
|
|
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.
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 17.5% on its assessable profit.
China
The Companys subsidiaries that are incorporated in the PRC are 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 PRC Income Tax Laws), respectively. Under the PRC Income Tax Laws, these companies are
subject to EIT at a statutory rate of 33% except for the following entities: Tech JV, which is
subject to EIT at a rate of 15% in Shanghai and Shenzhen and 30% in other localities; AdCo Shenzhen
Branch, which is subject to EIT at a rate of 15%; and Wang Cai AdCos branches in Shanghai and
Shenzhen, which are subject to EIT at a rate of 15%. In addition, some of AdCos branches and
subsidiaries are granted by the local tax authorities a right to elect a two-year EIT exemption on
their taxable income, commencing from their establishment. Total tax benefit recognized as a result
of the tax exemption was RMB2,318,116, RMB6,073,010 and RMB20,473,244 for the years ended December
31, 2004, 2005 and 2006, respectively.
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, 2004, 2005 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
|
RMB |
Current income tax expense |
|
|
39,464,894 |
|
|
|
28,592,183 |
|
|
|
27,044,007 |
|
Deferred tax expense (benefit) |
|
|
(5,406,710 |
) |
|
|
1,352,850 |
|
|
|
1,515,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
34,058,184 |
|
|
|
29,945,033 |
|
|
|
28,559,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-17
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
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, 2004, 2005 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
EIT statutory rate |
|
|
33 |
% |
|
|
33 |
% |
|
|
33 |
% |
Effect of tax holiday for certain subsidiaries |
|
|
(3 |
%) |
|
|
(6 |
%) |
|
|
(21 |
%) |
Difference in EIT rates of certain subsidiaries |
|
|
(1 |
%) |
|
|
(3 |
%) |
|
|
(4 |
%) |
Non-deductibility of expenses incurred outside the PRC |
|
|
8 |
% |
|
|
6 |
% |
|
|
8 |
% |
Other permanent differences |
|
|
|
|
|
|
4 |
% |
|
|
4 |
% |
Provision of valuation allowance |
|
|
|
|
|
|
|
|
|
|
3 |
% |
Reversal of valuation allowance |
|
|
(1 |
%) |
|
|
(1 |
%) |
|
|
(1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective EIT rate of the Group |
|
|
36 |
% |
|
|
33 |
% |
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant components of deferred tax assets and liabilities as of December 31, 2005 and 2006
are as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Deductible temporary differences related to accrued expenses |
|
|
1,711,457 |
|
|
|
1,692,076 |
|
Deductible temporary differences related to advertising expenses |
|
|
1,984,085 |
|
|
|
1,877,826 |
|
Deductible temporary differences related to provision for doubtful debts
and slow moving merchandise |
|
|
2,996,098 |
|
|
|
1,626,466 |
|
|
|
|
|
|
|
|
|
|
Total current deferred tax assets |
|
|
6,691,640 |
|
|
|
5,196,368 |
|
Less: Valuation allowance |
|
|
(823,820 |
) |
|
|
(813,616 |
) |
|
|
|
|
|
|
|
|
|
Net current deferred tax assets |
|
|
5,867,820 |
|
|
|
4,382,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax loss carryforwards |
|
|
4,970,167 |
|
|
|
7,058,016 |
|
Deductible temporary differences related to fixed assets impairment |
|
|
|
|
|
|
7,345 |
|
Deductible temporary differences related to residual value reconciliation |
|
|
|
|
|
|
197,992 |
|
Deductible temporary differences related to amortization |
|
|
412,314 |
|
|
|
256,685 |
|
|
|
|
|
|
|
|
|
|
Total non-current deferred tax assets |
|
|
5,382,481 |
|
|
|
7,520,038 |
|
Less: Valuation allowance |
|
|
(4,970,167 |
) |
|
|
(7,015,531 |
) |
|
|
|
|
|
|
|
|
|
Net non-current deferred tax assets |
|
|
412,314 |
|
|
|
504,507 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
6,280,134 |
|
|
|
4,887,259 |
|
|
|
|
|
|
|
|
|
|
Taxable temporary differences related to depreciation period |
|
|
|
|
|
|
(122,757 |
) |
|
|
|
|
|
|
|
|
|
Total non-current deferred tax liabilities |
|
|
|
|
|
|
(122,757 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
|
|
|
|
(122,757 |
) |
|
|
|
|
|
|
|
|
|
As of December 31, 2005 and 2006, valuation allowances were provided on the deferred tax
assets to the extent that management believed it was more likely than not that such deferred tax
assets would not have been realized in the foreseeable future. Valuation allowances were provided
because it was more likely than not that the Group will not be able to utilize certain tax loss
carryforwards generated by certain subsidiaries or VIE subsidiaries. As those entities continue to
generate tax losses and tax planning strategies are not available to utilize those tax losses in
other group companies, management believes it is more likely than not that such losses will not be
utilized before they expire. However, certain valuation allowance was reversed in 2005 and 2006
when the Group generated sufficient taxable income to utilize the deferred tax assets. If events
occur in the future that prevent the Group from realizing some or all of its deferred tax assets,
an adjustment to the valuation allowances will be recognized when such events occur. In the PRC,
tax loss carryforwards generally expire after five years. Tax loss carryforwards in the amount of
RMB6,236,390 as of December 31, 2006 will expire beginning 2007.
F-18
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
The following represents a roll-forward of the valuation allowance for each of the years:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Balance at beginning of the period |
|
|
7,063,998 |
|
|
|
5,793,987 |
|
Additions |
|
|
1,782,902 |
|
|
|
3,589,202 |
|
Reversals |
|
|
(3,052,913 |
) |
|
|
(1,554,042 |
) |
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
5,793,987 |
|
|
|
7,829,147 |
|
|
|
|
|
|
|
|
|
|
9. INITIAL PUBLIC OFFERING
In October 2004, the Company completed an initial public offering of 6,037,500 ADSs, including
an over-allotment option to the underwriters to purchase an additional 787,500 ADS, at US$14.00 per
ADS. Each ADS represents two common shares which have par value of US$0.0001 per share. Net
proceeds of approximately RMB635.5 million were credited to the Companys common shares and
additional paid-in capital.
10. SERIES A PREFERENCE SHARES
In June 2000 and October 2001, the Company entered into certain Series A Preference Shares
Purchase Agreements, in which (i) the Company authorized 15,000,000 of the Companys Series A
Preference Shares (Series A Preference Shares), and (ii) the Company agreed to sell and the
investors agreed to purchase 13,668,466 Series A Preference Shares, subject to closing and
subscription, at an issuance price of US$1.0417 per share.
In 2001, the Company issued to Recruit Company Limited (Recruit) a warrant to purchase
10,000 Series A Preference Shares at exercise price of US$1.0417 in connection with obtaining
access to an online recruiting application developed by Recruit. The warrant was exercised
immediately and Recruit became a registered holder of 10,000 Series A Preference Shares as of May
2001.
In August 2002, in connection with share repurchase from an executive officer the principal
Series A Preference shareholder received a warrant to purchase an additional 380,000 Series A
Preference Shares at an exercise price of US$1.0417 per share for no consideration. The fair value
of the warrants, RMB1,233,659, as determined based on the Black-Scholes option pricing model, was
deducted from 2002 net income as a deemed dividend to arrive at net income attributable to common
shareholders for earnings per share calculation. The warrant was exercised in March 2004.
The holders of the Series A Preference Shares were entitled to receive, out of any funds
legally available therefore, when and as declared by the board of directors, dividends at a rate of
eight percent (8%) per annum. No dividends would be paid on the common shares of the Company until
all declared dividends on the preference shares were paid, and no dividend would be paid on any
common shares unless a dividend was paid with respect to each outstanding Series A Preference Share
equal to or greater than the amount of such dividend that would be payable on all common shares
into which such Series A Preference Share could then be converted. Such dividend rights were not
cumulative and no right to such dividend accrued unless declared by the board of directors.
Each holder of Series A Preference Shares was entitled to convert such preference shares at
any time, without the payment of any additional consideration, into common shares at an initial
conversion price of US$1.0417 (each Series A Preference Share was convertible into one common
share). The conversion price would be adjusted, in the event the Company was to issue any common
shares, or shares that were convertible into common shares, except for certain cases, including
issuances of employees share options, less than the conversion price in effect on the date
immediately prior to such issue.
Each Series A Preference Share would be automatically converted into common shares at the then
effective conversion price upon the closing of a qualified initial public offering.
On October 4, 2004, 14,058,466 issued Series A Preference Shares were converted on a 1:1 basis
to the Companys common shares of US$0.0001 each upon the completion of the Companys initial
public offering
(Note 9).
F-19
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
11. SHARE-BASED COMPENSATION
On September 1, 2000, the Company adopted a share option plan (2000 Option Plan) which
provides for the issuance of up to 4,010,666 common shares. The total number of common shares
reserved under the plan was increased to 5,530,578 in February 2004 and to 7,530,578 in July 2006.
Under the share option plan, the directors may, at their discretion, issue share options to
purchase the Companys common shares to any senior executives, directors, employees or consultants
of the Group. These share options can be exercised within six years from the date of grant.
The following table summarizes the Companys share options under the 2000 Option Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
|
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
|
|
|
|
Number |
|
|
exercise |
|
|
contractual |
|
|
Aggregate |
|
|
|
of shares |
|
|
price |
|
|
life (years) |
|
|
intrinsic value |
|
Outstanding at January 1, 2004 |
|
|
2,919,728 |
|
|
US$ |
0.31 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
468,192 |
|
|
US$ |
1.44 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(711,097 |
) |
|
US$ |
0.37 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(156,379 |
) |
|
US$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2004 |
|
|
2,520,444 |
|
|
US$ |
0.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
749,200 |
|
|
US$ |
8.51 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(632,276 |
) |
|
US$ |
0.30 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(79,394 |
) |
|
US$ |
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2005 |
|
|
2,557,974 |
|
|
US$ |
2.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
868,992 |
|
|
US$ |
8.39 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,243,682 |
) |
|
US$ |
0.62 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(142,658 |
) |
|
US$ |
5.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
2,040,626 |
|
|
US$ |
6.34 |
|
|
|
4.29 |
|
|
US$ |
4,599,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at December 31, 2006 |
|
|
1,954,581 |
|
|
US$ |
6.28 |
|
|
|
4.27 |
|
|
US$ |
4,523,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
594,082 |
|
|
US$ |
3.88 |
|
|
|
3.32 |
|
|
US$ |
2,801,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the table above represents the difference between the
Companys closing stock price on the last trading day in 2006 and the exercise price for
in-the-money options.
The total intrinsic value of options exercised for the three years ended December 31, 2004,
2005 and 2006 was US$18.2 million, US$4.5 million and US$9.8 million, respectively.
As of December 31, 2006, there was US$7.3 million unrecognized share-based compensation cost
related to share options. That deferred cost is expected to be recognized over a weighted average
vesting period of 2.68 years. To the extent the actual forfeiture rate is different from the
original estimate, actual share-based compensation related to these awards may be different from
the expectation. For the year ended December 31, 2006, total cash received from the exercise of
stock options amounted to US$6,099,209.
F-20
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
A summary of non-vested stock option activity for the year ended December 31, 2006 is
presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
|
Number |
|
|
grant-date |
|
|
|
of shares |
|
|
fair value |
|
Non-vested at January 1, 2006 |
|
|
1,345,821 |
|
|
US$ |
5.54 |
|
|
|
|
|
|
|
|
Granted |
|
|
868,992 |
|
|
US$ |
5.18 |
|
Vested |
|
|
(625,611 |
) |
|
US$ |
5.38 |
|
Forfeited |
|
|
(142,658 |
) |
|
US$ |
5.66 |
|
|
|
|
|
|
|
|
Non-vested at December 31, 2006 |
|
|
1,446,544 |
|
|
US$ |
5.37 |
|
|
|
|
|
|
|
|
Expected to vest at December 31, 2006 |
|
|
1,360,499 |
|
|
US$ |
5.36 |
|
|
|
|
|
|
|
|
The following is additional information relating to employee options outstanding as of
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
|
|
|
|
|
average |
|
|
remaining |
|
|
|
|
|
|
average |
|
|
remaining |
|
|
|
Number |
|
|
exercise |
|
|
contractual |
|
|
Number of |
|
|
exercise |
|
|
contractual |
|
Exercise prices |
|
of shares |
|
|
price |
|
|
life (years) |
|
|
shares |
|
|
price |
|
|
life (years) |
|
US$0.15 |
|
|
177,336 |
|
|
US$ |
0.15 |
|
|
|
2.00 |
|
|
|
158,180 |
|
|
US$ |
0.15 |
|
|
|
1.97 |
|
US$0.50 |
|
|
233,102 |
|
|
US$ |
0.50 |
|
|
|
2.96 |
|
|
|
75,655 |
|
|
US$ |
0.50 |
|
|
|
2.96 |
|
US$1.00 |
|
|
128,572 |
|
|
US$ |
1.00 |
|
|
|
3.16 |
|
|
|
109,755 |
|
|
US$ |
1.00 |
|
|
|
3.16 |
|
US$6.25 |
|
|
30,000 |
|
|
US$ |
6.25 |
|
|
|
4.86 |
|
|
|
8,125 |
|
|
US$ |
6.25 |
|
|
|
4.86 |
|
US$7.00 |
|
|
40,000 |
|
|
US$ |
7.00 |
|
|
|
4.56 |
|
|
|
14,167 |
|
|
US$ |
7.00 |
|
|
|
4.56 |
|
US$8.365 |
|
|
825,840 |
|
|
US$ |
8.365 |
|
|
|
5.26 |
|
|
|
|
|
|
US$ |
8.365 |
|
|
|
|
|
US$8.695 |
|
|
590,800 |
|
|
US$ |
8.695 |
|
|
|
4.31 |
|
|
|
228,200 |
|
|
US$ |
8.695 |
|
|
|
4.31 |
|
US$9.83 |
|
|
14,976 |
|
|
US$ |
9.83 |
|
|
|
5.58 |
|
|
|
|
|
|
US$ |
9.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,040,626 |
|
|
|
|
|
|
|
|
|
|
|
594,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In February 2004, the Company sold 138,264 common shares to a director at a price of US$1.00
per share, which is below the then estimated fair market value of the common shares. This
transaction resulted in the recognition of share-based compensation expense of RMB5,699,236 for the
year ended December 31, 2004.
Compensation expense for share options granted under the 2000 Option Plan recognized during
the years ended December 31, 2004, 2005 and 2006, totaled RMB20,489,734, RMB14,553,321 and
RMB28,519,067, respectively.
12. EMPLOYEE BENEFITS
The full-time employees of the Companys subsidiaries and VIE subsidiaries that are
incorporated in the PRC are entitled to staff welfare benefits including medical care, welfare
subsidies, unemployment insurance and pension benefits. These companies are required to accrue for
these benefits based on certain percentages of the employees salaries in accordance with the
relevant regulations, and make contributions to the state-sponsored pension and medical plans out
of the amounts accrued for medical and pension benefits. The total amounts charged to the
statements of operations and comprehensive income for such employee benefits amounted to
RMB17,377,621, RMB27,669,108 and RMB34,642,287 for the years ended December 31, 2004, 2005 and
2006, respectively. The PRC government is responsible for the medical benefits and ultimate pension
liability to these employees.
F-21
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
13. RELATED PARTY TRANSACTIONS
Balances with related parties for the periods indicated are as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Due to related parties: |
|
|
|
|
|
|
|
|
Principal shareholders |
|
|
500,000 |
|
|
|
|
|
Advances for share options exercised |
|
|
1,005,515 |
|
|
|
464,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,505,515 |
|
|
|
464,501 |
|
|
|
|
|
|
|
|
|
|
The amounts and due to principal shareholders as of December 31, 2005 mainly arose from an
advance from a principal shareholder in connection with increasing the registered capital of a VIE
subsidiary. This advance was repaid in full in March 2006.
The amount of advance for share options exercise arose from the exercise of options by the
Companys directors and executive officers. During the periods presented, certain directors and
executive officers of the Company made payments to exercise certain unvested options. In connection
with the early exercises, the Company has a call option to repurchase the shares that are not yet
vested if the employees service terminates prior to the options vesting at the original exercise
price. The early exercise of the options was not considered a substantial exercise for accounting
purposes on the date of exercise, and the cash paid for the exercise price is recognized as a
liability and such common shares are not considered issued. When the options are vested and the
call option expires, the shares are considered issued and cash paid for the exercise is transferred
to shareholders equity.
14. EARNINGS PER SHARE
Basic earnings per share and diluted earnings per share have been calculated for the years
ended December 31, 2004, 2005 and 2006 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
|
RMB |
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
61,143,032 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
Amount allocated to participating preference shareholders |
|
|
(13,986,417 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic earnings per share |
|
|
47,156,615 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for diluted earnings per share |
|
|
47,156,615 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share weighted
average common shares outstanding |
|
|
35,593,374 |
|
|
|
55,607,716 |
|
|
|
55,422,447 |
|
Effect of dilutive share options |
|
|
1,889,645 |
|
|
|
1,646,738 |
|
|
|
986,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share |
|
|
37,483,019 |
|
|
|
57,254,454 |
|
|
|
56,409,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
1.32 |
|
|
|
1.10 |
|
|
|
1.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
1.26 |
|
|
|
1.07 |
|
|
|
1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Series A Preference Shares were not included in the calculation of diluted earnings per
share for the year ended December 31, 2004 because of their anti-dilutive effect.
Net income, after deducting deemed dividends to holders of preference shares, has been
allocated to the common share and preference share based on their respective rights to share in
dividends.
Potentially dilutive securities included Series A Preference Shares and share options granted
to employees.
F-22
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
15. COMMITMENTS AND CONTINGENCIES
Operating lease commitments
The Group has entered into non-cancelable agreements with initial or remaining terms in excess
of one year for
the publication of 51job Weekly, the rental of office premises and for the lease of computer
and other equipment. Future minimum payments with respect to these agreements as of December 31,
2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publication |
|
Office |
|
|
|
|
|
|
fees |
|
premises |
|
Others |
|
Total |
|
|
RMB |
|
RMB |
|
RMB |
|
RMB |
2007 |
|
|
73,638,678 |
|
|
|
11,437,006 |
|
|
|
8,263,476 |
|
|
|
93,339,160 |
|
2008 |
|
|
8,201,792 |
|
|
|
8,440,576 |
|
|
|
8,653,748 |
|
|
|
25,296,116 |
|
2009 |
|
|
2,012,542 |
|
|
|
7,931,783 |
|
|
|
1,144,633 |
|
|
|
11,088,958 |
|
2010 |
|
|
1,010,000 |
|
|
|
5,590,273 |
|
|
|
52,667 |
|
|
|
6,652,940 |
|
2011 |
|
|
480,000 |
|
|
|
576,243 |
|
|
|
36,000 |
|
|
|
1,092,243 |
|
After 2011 |
|
|
1,080,000 |
|
|
|
24,346,307 |
|
|
|
1,521,000 |
|
|
|
26,947,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,423,012 |
|
|
|
58,322,188 |
|
|
|
19,671,524 |
|
|
|
164,416,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses for the years ended December 31, 2004, 2005 and 2006 were RMB13,905,812,
RMB28,702,735 and RMB29,916,774, respectively.
Capital commitments
As of December 31, 2006, capital commitments for purchase of office equipment amounted to
RMB827,177.
Contingencies
There are uncertainties regarding the legal basis of the Companys ability to operate the
Internet content service. Although the PRC has implemented a wide range of market-oriented economic
reforms, the telecommunication, information and media industries as well as certain sectors of the
HR service industries remain highly regulated. Not only are restrictions currently in place, but
also regulations are unclear regarding in what specific segments of these industries companies with
foreign investors, including the Company, may operate. Therefore, the Company might be required to
limit the scope of its operations in the PRC, and this could have an adverse effect on the
Companys financial position, results of operations and cash flows.
Tech JV obtained an advertising license in May 2000, when Tech JV was a 98% foreign owned
entity, and a license to conduct human resource services in September 2002, when Tech JV was a 99%
foreign owned entity. During the period from the date Tech JV acquired these licenses to the date
of the Restructuring (Note 1), Tech JV and its licensed PRC subsidiaries conducted all of the
advertising and human resource related services. Following the acquisition of these licenses and
commencing these operations, the PRC government enacted laws limiting foreign ownership in entities
conducting advertising and human resource related services. The PRC government has permitted 100%
foreign ownership of advertising businesses since December 2005 and has limited the foreign
ownership of human resource services companies to no more than 70% since August 2006.
The PRC government has not published an official ruling with respect to the status of foreign
ownership arrangements that were established prior to the enactment of these limitations and which
may be above these limitations. Prior to the Restructuring, the ownership percentage of Tech JV was
above the maximum foreign ownership permitted for an entity conducting advertising and human
resource operations. In addition, there is uncertainty regarding the regulation of PRC subsidiaries
in which subsidiaries of foreign owned PRC entities invest, such as the subsidiaries of AdCo which
are engaged in advertising businesses. The PRC government may determine that the Groups ownership
structure was inconsistent with or insufficient for the proper operation of the Groups businesses,
or that the Groups business licenses or other approvals were not properly issued or not
sufficient.
In the opinion of management with the advice of outside counsel, the likelihood of loss in
respect of the Groups current or past ownership structure is remote.
F-23
51JOB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
16. FINANCIAL INSTRUMENTS
Financial instruments of the Group primarily comprise investments, accounts receivable,
accounts payable, due to related parties, other payables and advance from customers. As of December
31, 2005 and 2006, their carrying values approximate their estimated fair values.
17. CERTAIN RISKS AND CONCENTRATION
Financial instruments that potentially subject the Group to significant concentrations of
credit risk consist primarily of cash and accounts receivable. As of December 31, 2005 and 2006,
substantially all of the Groups cash was held in major financial institutions located in the
United States, the PRC and Hong Kong which management believes are of high credit quality. Accounts
receivable are typically unsecured and denominated in RMB, and are derived from revenues earned
from operations arising in the PRC.
The Groups sales and purchase and expense transactions are generally denominated in RMB and a
significant portion of the Groups liabilities are denominated in RMB. RMB is not freely
convertible into foreign currencies. In the PRC, foreign exchange transactions are required by law
to be transacted only by authorized financial institutions at exchange rates set by the Bank of
China. Remittances in currencies other than RMB by the Group in the PRC must be processed through
the Bank of China or other PRC foreign exchange regulatory bodies and requires certain supporting
documentation in order to effect the remittance.
No individual customer accounted for more than 10% of net revenues during the years ended
December 31, 2004, 2005 and 2006. No individual customer accounted for more than 10% of accounts
receivable as of December 31, 2005 and 2006.
18. SUBSEQUENT EVENTS
On March 16, 2007, the Chinese government promulgated a new PRC Enterprise Income Tax Law
(EIT Law) which will become effective on January 1, 2008. The new EIT Law introduces a wide range
of changes to existing regulations, including, but not limited to, the unification of the income
tax rate for domestic-invested and foreign-invested enterprises at 25%. However, for enterprises
that were established before the promulgation of the new EIT Law and are entitled to preferential
tax rates under existing regulations, there is a grace period of up to five years following the
effective date of the EIT Law. The Group has made a preliminary assessment in relation to the
potential impact of adopting the EIT Law taking into account currently available information and
does not believe the new taxation legislation to have a material impact on its deferred tax assets
and liabilities as of December 31, 2006. However, the implementation and administrative rules and
regulations have not been announced, and the Group is unable to reasonably determine the future
financial impact of the new EIT Law at this time.
F-24
ADDITIONAL INFORMATION FINANCIAL STATEMENT SCHEDULE I
51JOB, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
2004 |
|
2005 |
|
2006 |
|
2006 |
|
|
|
|
|
|
RMB |
|
RMB |
|
RMB |
|
US$ (Note 4) |
Net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
(24,270,500 |
) |
|
|
(20,818,339 |
) |
|
|
(32,918,440 |
) |
|
|
(4,218,096 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
|
|
|
|
(24,270,500 |
) |
|
|
(20,818,339 |
) |
|
|
(32,918,440 |
) |
|
|
(4,218,096 |
) |
Equity in profit of subsidiary companies, net |
|
|
1 |
|
|
|
83,415,592 |
|
|
|
79,223,274 |
|
|
|
129,688,596 |
|
|
|
16,618,008 |
|
Other income |
|
|
|
|
|
|
1,997,940 |
|
|
|
3,017,369 |
|
|
|
2,571,193 |
|
|
|
329,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income tax |
|
|
|
|
|
|
61,143,032 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
12,729,379 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year |
|
|
|
|
|
|
61,143,032 |
|
|
|
61,422,304 |
|
|
|
99,341,349 |
|
|
|
12,729,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-25
ADDITIONAL INFORMATION FINANCIAL STATEMENT SCHEDULE I
51JOB, INC.
CONDENSED BALANCE SHEETS AS OF DECEMBER 31, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
2005 |
|
2006 |
|
2006 |
|
|
|
|
|
|
RMB |
|
RMB |
|
US$ (Note 4) |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
247,940,580 |
|
|
|
257,771,578 |
|
|
|
33,030,276 |
|
Receivables due from related parties |
|
|
2 |
|
|
|
838,808 |
|
|
|
818,668 |
|
|
|
104,902 |
|
Prepayments and other current assets |
|
|
|
|
|
|
1,931,937 |
|
|
|
1,562,985 |
|
|
|
200,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
250,711,325 |
|
|
|
260,153,231 |
|
|
|
33,335,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term receivables due from related parties |
|
|
2 |
|
|
|
362,450,068 |
|
|
|
340,167,130 |
|
|
|
43,588,259 |
|
Investment in subsidiaries |
|
|
1 |
|
|
|
251,535,177 |
|
|
|
392,208,294 |
|
|
|
50,256,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
864,696,570 |
|
|
|
992,528,655 |
|
|
|
127,180,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to related parties |
|
|
2 |
|
|
|
2,014,535 |
|
|
|
3,124,593 |
|
|
|
400,378 |
|
Other payables and accruals |
|
|
|
|
|
|
8,802,572 |
|
|
|
986,324 |
|
|
|
126,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
10,817,107 |
|
|
|
4,110,917 |
|
|
|
526,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
10,817,107 |
|
|
|
4,110,917 |
|
|
|
526,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares (US$0.0001 par value;
500,000,000 shares authorized, 54,876,079
and 56,119,761 shares issued and
outstanding as of December 31, 2005 and
2006, respectively) |
|
|
|
|
|
|
45,451 |
|
|
|
46,435 |
|
|
|
5,950 |
|
Additional paid-in capital |
|
|
|
|
|
|
848,423,068 |
|
|
|
859,898,889 |
|
|
|
110,185,529 |
|
Deferred share-based compensation |
|
|
|
|
|
|
(23,141,471 |
) |
|
|
|
|
|
|
|
|
Other comprehensive gain (loss) |
|
|
|
|
|
|
(318,174 |
) |
|
|
260,476 |
|
|
|
33,377 |
|
Retained earnings |
|
|
|
|
|
|
28,870,589 |
|
|
|
128,211,938 |
|
|
|
16,428,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
|
|
|
|
853,879,463 |
|
|
|
988,417,738 |
|
|
|
126,653,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
|
|
|
|
864,696,570 |
|
|
|
992,528,655 |
|
|
|
127,180,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-26
ADDITIONAL INFORMATION FINANCIAL STATEMENT SCHEDULE I
51JOB, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
2004 |
|
2005 |
|
2006 |
|
2006 |
|
|
|
|
|
|
RMB |
|
RMB |
|
RMB |
|
US$ (Note 4) |
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
(891,852 |
) |
|
|
7,598,852 |
|
|
|
(9,689,559 |
) |
|
|
(1,241,599 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
|
7,420,016 |
|
|
|
(322,941,195 |
) |
|
|
22,282,938 |
|
|
|
2,855,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
640,964,309 |
|
|
|
(74,097,969 |
) |
|
|
6,099,209 |
|
|
|
781,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
|
|
|
|
|
236,144 |
|
|
|
(11,195,747 |
) |
|
|
(8,861,590 |
) |
|
|
(1,135,504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
|
|
|
|
647,728,617 |
|
|
|
(400,636,059 |
) |
|
|
9,830,998 |
|
|
|
1,259,722 |
|
Cash, beginning of year |
|
|
|
|
|
|
848,022 |
|
|
|
648,576,639 |
|
|
|
247,940,580 |
|
|
|
31,770,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
|
|
|
|
|
648,576,639 |
|
|
|
247,940,580 |
|
|
|
257,771,578 |
|
|
|
33,030,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-27
ADDITIONAL INFORMATION FINANCIAL STATEMENT SCHEDULE I
51JOB, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
1. BASIS OF PRESENTATION
The condensed financial statements of 51job, Inc. (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of America except for
accounting of the Companys subsidiaries and certain footnote disclosures as described below.
The Company is generally a holding company of certain subsidiaries and variable interest
entities (collectively Subsidiaries). The Company records it investment in its Subsidiaries under
the equity method of accounting as prescribed in Accounting Principles Board (APB) Opinion No.
18, The Equity Method of Accounting for Investments in Common Stock. Such investment is presented
on the balance sheet as Investment in subsidiaries and 100% of the Subsidiaries profit or loss
as Equity in profit of subsidiary companies, net on the statement of operations.
The Subsidiaries did not pay any dividend to the Company for the periods presented.
Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. The footnote disclosures contain supplemental information
relating to the operations of the Company and, as such, these statements should be read in
conjunction with the notes to the consolidated financial statements of the Company.
2. RELATED PARTY BALANCES
Balances with related parties for the periods indicated are as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
|
RMB |
|
RMB |
Receivables due from related parties: |
|
|
|
|
|
|
|
|
51net HR |
|
|
822,577 |
|
|
|
802,962 |
|
51net Beijing |
|
|
16,231 |
|
|
|
15,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
838,808 |
|
|
|
818,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term receivables due from related parties: |
|
|
|
|
|
|
|
|
51net.com Inc. |
|
|
362,450,068 |
|
|
|
340,167,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
363,288,876 |
|
|
|
340,985,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to related parties: |
|
|
|
|
|
|
|
|
Qianjin Network Information Technology (Shanghai) Co., Ltd. |
|
|
73,519 |
|
|
|
231,137 |
|
Shanghai Qianjin Advertising Co., Ltd. |
|
|
935,501 |
|
|
|
2,424,173 |
|
51net.com Inc. |
|
|
|
|
|
|
4,782 |
|
Advances for share options exercised |
|
|
1,005,515 |
|
|
|
464,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,014,535 |
|
|
|
3,124,593 |
|
|
|
|
|
|
|
|
|
|
The amounts due from 51net.com Inc. relate to cash payments made by the Company to 51net.com
Inc. for investment in the Companys PRC entities. The amounts are unsecured, non-interest bearing
and have no definite terms.
3. COMMITMENTS
The Company does not have any significant commitments or long term obligations as of any of
the periods presented.
F-28
ADDITIONAL INFORMATION FINANCIAL STATEMENT SCHEDULE I
51JOB, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Amounts expressed in RMB unless otherwise stated)
4. FOREIGN CURRENCIES
The unaudited United States dollar (US$) amounts disclosed in the financial statement 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 noon buying rate of US$1.00
= RMB7.8041 on December 29, 2006 in The City of New York for cable transfers of RMB as certified
for customs purposes by the Federal Reserve Bank of New York. No representation is made that the
RMB amounts could have been, or could be, converted into US$ at that rate on December 29, 2006, or
at any other certain rate.
F-29