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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 20-F
 
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 Commission file number: 000-50841
 
 51job, Inc.
 (Exact name of Registrant as specified in its charter)
 N/A
(Translation of Registrants name into English)
 
 Cayman Islands
(Jurisdiction of incorporation or organization)
 Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
Peoples Republic of China
(Address of principal executive offices)
 Rick Yan, Chief Executive Officer
Telephone: +(86-21) 6160-1888
Facsimile: +(86-21) 6879-6233
Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
Peoples Republic of China
(Name, telephone, e-mail and/or facsimile number and address of company contact person)  
  Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each
representing two common shares,
par value US$0.0001 per share
    
    The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market)
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.
 
  o Yes þ No
 o þ
 þ o
 þ Yes o No
  o Large accelerated filer
    
    þ Accelerated filer
    
    o Non-accelerated filer
  þ U.S. GAAP
    
    o International Financial Reporting Standards as issued by the International Accounting Standards Board
    
    o Other
 o o
 o þ




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##### 



TABLE OF CONTENTS
 PageINTRODUCTION
    
    iiFORWARD-LOOKING STATEMENTS
    
    iiiPART IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    1Item 2. Offer Statistics and Expected Timetable
    
    
    1Item 3. Key Information
    
    
    1Item 4. Information on the Company
    
    
    23Item 4A. Unresolved Staff Comments
    
    
    38Item 5. Operating and Financial Review and Prospects
    
    
    38Item 6. Directors, Senior Management and Employees
    
    
    55Item 7. Major Shareholders and Related Party Transactions
    
    
    62Item 8. Financial Information
    
    
    66Item 9. The Offer and Listing
    
    
    66Item 10. Additional Information
    
    
    67Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    73Item 12. Description of Securities Other than Equity Securities
    
    
    74PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    76Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    76Item 15. Controls and Procedures
    
    
    76Item 16A. Audit Committee Financial Expert
    
    
    77Item 16B. Code of Ethics
    
    
    77Item 16C. Principal Accountant Fees and Services
    
    
    77Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    77Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    77Item 16F. Change in Registrants Certifying Accountant
    
    
    78Item 16G. Corporate Governance
    
    
    78PART IIIItem 17. Financial Statements
    
    
    79Item 18. Financial Statements
    
    
    79Item 19. Exhibits
    
    
    79Exhibit 4.20Exhibit 4.21Exhibit 4.23Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 15.1Exhibit 15.2Exhibit 15.3
   i




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INTRODUCTION
  
    
    ADRs are to the American depositary receipts that evidence our ADSs;
    
    ADSs are to our American depositary shares, each of which represents two common shares;
    
    China or the PRC are to the Peoples Republic of China, excluding for the purpose
of this annual report Hong Kong, Macau and Taiwan;
    
    Nasdaq are to the Nasdaq Global Select Market;
    
    RMB are to Renminbi, the legal currency of the PRC;
    
    shares or common shares are to our common shares, with par value US$0.0001 per share;
    
    U.S. GAAP are to the generally accepted accounting principles in the United States of America; and
    
    US$ are to U.S. dollars, the legal currency of the United States of America.
   
    
    51net are to 51net.com Inc.;
    
    AdCo are to Shanghai Qianjin Advertising Co., Ltd.;
    
    AdCo Subsidiaries are to the subsidiaries of AdCo that conduct advertising businesses;
    
    Qian Cheng are to Beijing Qian Cheng Si Jin Advertising Co., Ltd.;
    
    RAL are to Shanghai Run An Lian Information Consultancy Co., Ltd.;
    
    Run An are to Beijing Run An Information Consultancy Co., Ltd.;
    
    Tech JV are to Qianjin Network Information Technology (Shanghai) Co., Ltd.;
    
    Wang Cai AdCo are to Shanghai Wang Cai Advertising Co., Ltd.;
    
    Wang Ju are to Shanghai Wang Ju Human Resource Consulting Co., Ltd.;
    
    WFOE are to Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd.; and
    
    Wuhan AdCo are to Wuhan Mei Hao Qian Cheng Advertising Co., Ltd.
     ii




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FORWARD-LOOKING STATEMENTS
  
    
    market acceptance of our services;
    
    our ability to expand into other recruitment and human resource services such as
business process outsourcing;
    
    our ability to control our operating costs and expenses;
    
    our potential need for additional capital and the availability of such capital;
    
    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;
    
    changes in our management team and other key personnel;
    
    introduction by our competitors of new or enhanced products and services;
    
    price competition in the market for the various human resource services that we provide in China;
    
    seasonality of our business;
    
    fluctuations in the value of the Renminbi against the U.S. dollar and other currencies;
    
    our ability to develop or introduce new products and services outside of the human resources industry;
    
    fluctuations in general economic conditions; and
    
    other risks outlined in our filings with the Securities and Exchange Commission,
including this annual report on Form 20-F and any amendments thereto.
   iii




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PART I
 
 ITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3.
    
    KEY INFORMATION
 A. Selected Financial Data
   For the year ended December 31,(in thousands, except per share data)
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    US$Selected Consolidated Statement of
Operations Data:Revenues:Print advertising
    
    
    356,285
    
    
    
    389,535
    
    
    
    430,621
    
    
    
    359,234
    
    
    
    279,467
    
    
    
    40,942Online recruitment services
    
    
    159,495
    
    
    
    219,794
    
    
    
    282,688
    
    
    
    312,121
    
    
    
    332,987
    
    
    
    48,783Other human resource related
revenues
    
    
    79,814
    
    
    
    88,524
    
    
    
    130,957
    
    
    
    189,062
    
    
    
    204,666
    
    
    
    29,984Total revenues
    
    
    595,594
    
    
    
    697,853
    
    
    
    844,266
    
    
    
    860,417
    
    
    
    817,120
    
    
    
    119,709Net revenues
    
    
    562,026
    
    
    
    659,843
    
    
    
    799,284
    
    
    
    815,478
    
    
    
    773,947
    
    
    
    113,384Cost of services(1)
    
    
    (269,328
    )
    
    
    (294,068
    )
    
    
    (349,022
    )
    
    
    (377,487
    )
    
    
    (305,722
    )
    
    
    (44,789
    )Gross profit
    
    
    292,698
    
    
    
    365,775
    
    
    
    450,262
    
    
    
    437,991
    
    
    
    468,225
    
    
    
    68,595Operating expenses(1):Sales and marketing
    
    
    (115,095
    )
    
    
    (136,770
    )
    
    
    (181,230
    )
    
    
    (215,228
    )
    
    
    (214,400
    )
    
    
    (31,410
    )General and administrative
    
    
    (100,614
    )
    
    
    (114,322
    )
    
    
    (128,347
    )
    
    
    (125,981
    )
    
    
    (133,511
    )
    
    
    (19,560
    )Total operating expenses
    
    
    (215,709
    )
    
    
    (251,092
    )
    
    
    (309,577
    )
    
    
    (341,209
    )
    
    
    (347,911
    )
    
    
    (50,970
    )Income from operations
    
    
    76,989
    
    
    
    114,683
    
    
    
    140,685
    
    
    
    96,782
    
    
    
    120,314
    
    
    
    17,625Income before income tax expense
    
    
    91,367
    
    
    
    127,901
    
    
    
    148,979
    
    
    
    107,777
    
    
    
    144,717
    
    
    
    21,201Income tax expense
    
    
    (29,945
    )
    
    
    (28,560
    )
    
    
    (45,402
    )
    
    
    (31,176
    )
    
    
    (32,205
    )
    
    
    (4,718
    )Net income
    
    
    61,422
    
    
    
    99,341
    
    
    
    103,577
    
    
    
    76,601
    
    
    
    112,512
    
    
    
    16,483Earnings per share:Basic
    
    
    1.10
    
    
    
    1.79
    
    
    
    1.84
    
    
    
    1.35
    
    
    
    2.03
    
    
    
    0.30Diluted
    
    
    1.07
    
    
    
    1.76
    
    
    
    1.83
    
    
    
    1.35
    
    
    
    2.02
    
    
    
    0.30Earnings per ADS(2):Basic
    
    
    2.21
    
    
    
    3.58
    
    
    
    3.68
    
    
    
    2.71
    
    
    
    4.05
    
    
    
    0.59Diluted
    
    
    2.15
    
    
    
    3.52
    
    
    
    3.66
    
    
    
    2.70
    
    
    
    4.03
    
    
    
    0.59
  1




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As of December 31,(in thousands)
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    US$Selected Consolidated Balance
Sheet Data:Assets:Cash
    
    
    830,634
    
    
    
    868,698
    
    
    
    1,007,520
    
    
    
    1,058,310
    
    
    
    957,407
    
    
    
    140,261Short-term investments
    
    
    10,555
    
    
    
    
    
    
    
    
    
    
    
    16,100
    
    
    
    257,310
    
    
    
    37,696Total current assets
    
    
    892,545
    
    
    
    919,576
    
    
    
    1,075,288
    
    
    
    1,141,252
    
    
    
    1,277,544
    
    
    
    187,161Total non-current assets
    
    
    70,875
    
    
    
    208,039
    
    
    
    227,878
    
    
    
    233,117
    
    
    
    234,972
    
    
    
    34,424Total assets
    
    
    963,420
    
    
    
    1,127,615
    
    
    
    1,303,166
    
    
    
    1,374,369
    
    
    
    1,512,516
    
    
    
    221,585Liabilities:Total current liabilities
    
    
    109,540
    
    
    
    139,075
    
    
    
    176,115
    
    
    
    146,796
    
    
    
    187,366
    
    
    
    27,450Total non-current liabilities
    
    
    
    
    
    
    122
    
    
    
    516
    
    
    
    730
    
    
    
    1,011
    
    
    
    148Total liabilities
    
    
    109,540
    
    
    
    139,197
    
    
    
    176,631
    
    
    
    147,526
    
    
    
    188,377
    
    
    
    27,598Total shareholders equity
    
    
    853,880
    
    
    
    988,418
    
    
    
    1,126,535
    
    
    
    1,226,843
    
    
    
    1,324,139
    
    
    
    193,987Total liabilities and
shareholders equity
    
    
    963,420
    
    
    
    1,127,615
    
    
    
    1,303,166
    
    
    
    1,374,369
    
    
    
    1,512,516
    
    
    
    221,585
 
 (1)
    
    Share-based compensation was included in the consolidated statement of operations data as
follows: For the year ended December 31,(in thousands)
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    US$Cost of services
    
    
    (1,480
    )
    
    
    (4,621
    )
    
    
    (4,931
    )
    
    
    (4,564
    )
    
    
    (4,360
    )
    
    
    (639
    )Operating expenses:Sales and marketing
    
    
    (1,438
    )
    
    
    (3,972
    )
    
    
    (4,241
    )
    
    
    (3,923
    )
    
    
    (3,748
    )
    
    
    (549
    )General and administrative
    
    
    (11,635
    )
    
    
    (19,926
    )
    
    
    (20,479
    )
    
    
    (18,947
    )
    
    
    (18,912
    )
    
    
    (2,771
    )
 (2)
    
    Each ADS represents two common shares. Exchange Rate Information
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Noon buying rate of Renminbi per U.S. dollarPeriod
    
    Period-end
    
    
    Average(1)
    
    
    Low
    
    
    High2005
    
    
    8.0702
    
    
    
    8.1826
    
    
    
    8.2765
    
    
    
    8.07022006
    
    
    7.8041
    
    
    
    7.9579
    
    
    
    8.0702
    
    
    
    7.80412007
    
    
    7.2946
    
    
    
    7.5806
    
    
    
    7.8127
    
    
    
    7.29462008
    
    
    6.8225
    
    
    
    6.9193
    
    
    
    7.2946
    
    
    
    6.78002009
    
    
    6.8259
    
    
    
    6.8295
    
    
    
    6.8470
    
    
    
    6.8176October
    
    
    6.8264
    
    
    
    6.8267
    
    
    
    6.8292
    
    
    
    6.8248November
    
    
    6.8265
    
    
    
    6.8271
    
    
    
    6.8300
    
    
    
    6.8255December
    
    
    6.8259
    
    
    
    6.8274
    
    
    
    6.8299
    
    
    
    6.82442010January
    
    
    6.8268
    
    
    
    6.8269
    
    
    
    6.8295
    
    
    
    6.8258February
    
    
    6.8258
    
    
    
    6.8285
    
    
    
    6.8330
    
    
    
    6.8258March
    
    
    6.8258
    
    
    
    6.8262
    
    
    
    6.8270
    
    
    
    6.8254April (through April 9)
    
    
    6.8229
    
    
    
    6.8250
    
    
    
    6.8263
    
    
    
    6.8229
 
 (1)
    
    Annual averages are calculated from month-end rates. Monthly averages are calculated using
the average of the daily rates during the relevant period. B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  D. Risk Factors
 Risks Related to Our Business
 A slowdown in the PRC economy has had, and may continue to have, a material and adverse impact
on our customers, demand for our services and our business.
   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.
 51job Weekly 51job Weekly 51job Weekly
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www.51job.com ChinaHR.com Cjol.com Zhaopin.com
   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.
  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.
 51job Weekly www.51job.com
 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.
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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.
  The market for other human resource related services, including business process outsourcing,
remains in the development stage in China and we may be unable to expand such existing services
or successfully develop new services in this area.
    Our print advertising business provides a large portion of our revenues and any adverse
development in this business, including any failure by us to manage the progressing shift in
user habits and advertising expenditures from print to online media, could materially and
adversely affect our overall results of operations.
 51job Weekly
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We are dependent on local newspaper contractors in each of our geographic markets to publish
and distribute 51job Weekly.
 51job Weekly 51job Weekly
  
    
    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.
 51job Weekly 51job Weekly
 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.
  Our print advertising business is subject to weekly fluctuations which hamper our ability to
predict when revenue will ultimately be recognized, if at all.
 51job Weekly
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We are dependent on our Internet service providers, and we are vulnerable to failures of the
Internet, fixed line telecommunications networks in China and our technology platform.
   If we are unable to protect or promote our brand names and reputation, our business may be
materially and adversely affected.
 www.51job.com
 If we are unable to prevent others from using our intellectual property, our business may be
materially and adversely affected.
 www.51job.com 51job Weekly
 We rely heavily on our senior management team and key personnel, and the loss of any of their
services could severely disrupt our business.
    7




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Our business may suffer if we do not successfully manage our current and potential future
growth.
  If we are unable to successfully detect and prevent criminal actions or fraud perpetrated on
us, we may be subject to liability and financial loss.
  Our operating history may not serve as an adequate basis to judge our future prospects and
results of operations.
  
    
    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.
  We may not be able to successfully execute future acquisitions or efficiently manage any
acquired business.
  
    
    our ability to identify and acquire businesses on a cost-effective basis;
    
    our ability to integrate acquired personnel, operations, products and technologies into
our organization effectively; and
    
    our ability to retain and motivate key personnel and to retain the clients of acquired
firms.
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If we are unable to attract and retain qualified personnel, our business process outsourcing,
training and executive search businesses may be materially and adversely affected.
  The implementation of the PRC Labor Contract Law may significantly increase the number of labor
disputes, which may result in higher operating costs for our business process outsourcing
business.
   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.
   9




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We may be subject to liability for placing advertisements with content that is deemed
inappropriate.
  We are subject to potential legal liability from both employers and job seekers with respect to
our other human resource related services, in particular our executive search and business
process outsourcing businesses.
  We may be exposed to infringement or misappropriation claims by third parties, which, if
successful, could cause us to pay significant damage awards.
  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.
  If we are not able to respond successfully to technological or industry developments, our
business may be materially and adversely affected.
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Computer viruses and hacking may cause delays or interruptions on our systems and may reduce
use of our services and damage our reputation and brand names.
  Our business could be adversely affected if our software contains bugs.
 www.51job.com
 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.
  
    
    Recruit, which beneficially owned approximately 23.3 million common shares, or 42.4% of
our outstanding common shares, and which is affiliated with Hiroyuki Honda, one of our
directors; and
    
    Rick Yan, our chief executive officer and a director, who beneficially owned
approximately 14.2 million, or 25.7% of our outstanding common shares.
   There are significant uncertainties under the tax law in China and our results of operations
could be materially and adversely affected if we are unable to maintain certain tax benefits.
In addition, dividends we receive from our subsidiaries located in the PRC are subject to PRC
withholding tax.
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We may be deemed a PRC resident enterprise under the EIT Law, which could subject us to PRC
taxation on our global income, and which may have a material adverse effect on our results of
operations.
  Under the EIT Law, dividends payable by us to our foreign investors and gains on the sale of
our ADSs or common shares may become subject to PRC taxation.
  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.
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If we do not appropriately maintain effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002, our business, results of
operations and the market price of our ADSs may be materially and adversely affected.
   We have no business insurance coverage.
  We face risks related to health epidemics and other natural disasters.
  www.51job.com
 We believe that we were not a passive foreign investment company, or a PFIC, for our taxable
year ending on December 31, 2009, although there can be no assurance in this regard. However,
we believe that we may be a PFIC for our current taxable year or that may become one in the
future, which could result in adverse U.S. federal income tax consequences to U.S. investors.
   13




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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.
      14




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
    
    levying fines;
    
    revoking business licenses;
    
    restricting or prohibiting our use of proceeds from our initial public offering and any
future offerings to finance our business and operations in China;
    
    requiring us to restructure the ownership structure or operations of our subsidiaries
or affiliated entities; and/or
    
    requiring us to discontinue all or a portion of our business.
  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.
    Our contractual arrangements with RAL and Qian Cheng may not be as effective in providing
operational control as direct ownership of these businesses.
   15




---



##### Table of Contents




    
    levying fines;
    
    revoking business licenses;
    
    restricting or prohibiting our use of proceeds from our initial public offering and any
future offerings to finance our business and operations in China;
    
    requiring us to restructure the ownership structure or operations of our subsidiaries
or affiliated entities; and/or
    
    requiring us to discontinue all or a portion of our business.
  The PRC laws and regulations governing our business operations and contractual arrangements are
uncertain, and if we are found to be in violation, we could be subject to sanctions. In
addition, any changes in such PRC laws and regulations may have a material and adverse effect
on our business.
    16




---



##### Table of Contents




    
    levying fines;
    
    revoking business licenses;
    
    restricting or prohibiting our use of proceeds from our initial public offering and any
future offerings to finance our business and operations in China;
    
    requiring us to restructure the ownership structure or operations of our subsidiaries
or affiliated entities; and/or
    
    requiring us to discontinue all or a portion our business.
   Our subsidiaries face limitations on paying dividends or making other distributions to us.
   Risks Related to the Peoples Republic of China
 Our business could be affected by changes in Chinas economic, political or social conditions
or government policies.
   17




---



##### Table of Contents



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.
    18




---



##### Table of Contents



The continued growth of the Chinese Internet market depends on the establishment of an adequate
telecommunications infrastructure.
  The PRC legal system has inherent uncertainties that could materially and adversely affect us.
  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.
  Governmental control of currency conversion may affect the value of your investment.
   19




---



##### Table of Contents



The fluctuation of the Renminbi may materially and adversely affect your investment.
   PRC regulations relating to offshore investment activities by PRC residents and employee stock
options granted by overseas-listed companies may increase our administrative burden and
adversely impact our business and prospects. If our shareholders who are PRC residents fail to
make any required registrations or filings under such regulations, we may be unable to
distribute profits and may become subject to liability under PRC laws.
    20




---



##### Table of Contents



Risks Related to Our ADSs
 The market price for our ADSs may be volatile.
  
    
    actual or anticipated fluctuations in our quarterly operating results;
    
    changes or revisions by us to previously released operating and financial targets;
    
    announcements of new services by us or our competitors;
    
    changes in financial estimates or recommendations by securities analysts;
    
    conditions in our industry, which is the market for recruitment advertising services
and other human resource related services in China;
    
    announcements by us or our competitors of significant acquisitions, strategic
partnerships, joint ventures or capital commitments;
    
    additions or departures of key personnel;
    
    release of transfer restrictions on our outstanding common shares or ADSs or sales of
additional common shares or ADSs; and
    
    pending or potential litigation or regulatory investigations.
  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.
   21




---



##### Table of Contents



Your right to participate in any future rights offerings may be limited, which may cause
dilution of your holdings.
  You may not be able to exercise your right to vote.
  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.
  You may be subject to limitations on transfer of your ADSs.
  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.
   22




---



##### Table of Contents




    
    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
    
    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.
   
 ITEM 4.
    
    INFORMATION ON THE COMPANY
 A. History and Development of the Company
  
    
    Shanghai Qianjin Advertising Co., Ltd., or AdCo, and AdCos one branch office, six
majority owned subsidiaries and one jointly owned subsidiary with Tech JV, or,
collectively, the AdCo Subsidiaries. AdCo and the AdCo Subsidiaries hold licenses and
permits to conduct advertising businesses;
    
    Shanghai Run An Lian Information Consultancy Co., Ltd., or RAL, which holds human
resource related services and Internet content provision licenses and is wholly owned by
Run An;
    
    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;
    
    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;
    
    Beijing Qian Cheng Si Jin Advertising Co., Ltd., or Qian Cheng, which is our joint
venture partner in Tech JV and is wholly owned by Run An;
    
    Beijing Run An Information Consultancy Co., Ltd., or Run An, which is jointly owned by
David Weimin Jin and Tao Wang, two executive officers of our company;
    
    Shanghai Wang Cai Advertising Co., Ltd., or Wang Cai AdCo, which is an AdCo Subsidiary
jointly owned by AdCo and Tech JV and holds licenses to conduct advertising businesses;
  23




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##### Table of Contents




    
    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
    
    Wuhan Mei Hao Qian Cheng Advertising Co., Ltd., or Wuhan AdCo, which holds a minority
interest in Tech JV and conducts advertising businesses in the city of Wuhan.
         B. Business Overview
 Alexa.com www.51job.com
  51job Weekly www.51job.com www.51job.com eHire
  24




---



##### Table of Contents



Our Product and Services
  
    
    recruitment advertising services, including print advertising and online recruitment
services; and
    
    other human resource related services, such as business process outsourcing, training
and executive search services.
  Recruitment Advertising Services
 Print Advertising  51job Weekly. 51job Weekly 51job Weekly
 51job Weekly
 City
    
    Newspaper contractor(1)
    
    City
    
    Newspaper contractor(1)Beijing
    
    China Trade News
    
    Nanjing
    
    Modern ExpressChangsha
    
    Human Resource News
    
    Ningbo
    
    Modern Golden NewsChengdu
    
    Hua Xi Metropolitan News
    
    Qingdao
    
    Qingdao Financial TimesChongqing
    
    Human Resource News
    
    Shanghai
    
    China Trade NewsFuzhou
    
    Straits Talent News
    
    Shenyang
    
    Friendly TimesGuangzhou
    
    Guangzhou Youth Daily
    
    Shenzhen
    
    Nan Fang Metropolitan NewsHangzhou
    
    News Information Daily
    
    Wuhan
    
    News Information DailyHarbin
    
    Harbin Lifestyle Daily
    
    Xian
    
    China Merchant NewsJinan
    
    Jinan Times
    
    Zhengzhou
    
    Youth HeraldKunming
    
    Chuncheng Evening News
 
 (1)
    
    English translations of the Chinese names. 51job Weekly
 51job Weekly 51job Weekly www.51job.com 51job Weekly www.51job.com 51job Weekly 51job Weekly
 51job Weekly 51job
Weekly 51job Weekly 51job Weekly
  25




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##### Table of Contents



51job Weekly 51job Weekly 51job Weekly 51job Weekly 51job Weekly
 51job Weekly
   51job Weekly 51job Weekly
 2007
    
    
    2008
    
    
    2009Estimated number of print advertising pages(1)
    
    
    16,568
    
    
    
    16,512
    
    
    
    11,661Number of cities where 51job Weeklywas published(2)
    
    
    23
    
    
    
    23
    
    
    
    22
 
 (1)
    
    For the years ended December 31, 2007, 2008 and 2009.(2)
    
    As of December 31, 2007, 2008 and 2009.  Online Recruitment Services  www.51job.com www.51job.com www.51job.com www.51job.com
 www.51job.com www.51job.com www.51job.com
  26




---



##### Table of Contents



www.51job.com www.51job.com 51job Weekly
 eHire eHire www.51job.com
  For the year ended December 31,2007
    
    
    2008
    
    
    2009Estimated unique employers using online recruitment services
    
    
    94,125
    
    
    
    102,562
    
    
    
    143,451
 www.51job.com
 
    
    search and review all current recruitment advertisements;
    
    receive e-mails of advertisements matching the job seekers profile and preferences;
    
    submit resumés directly to prospective employers to apply for a desired position;
    
    organize and track job related information and applications; and
    
    obtain information about upcoming job fairs, career development advice and other job
related information.
 www.51job.com
 51job Weekly www.51job.com 51job Weekly www.51job.com 51job Weekly
 Other Human Resource Related Services
 Business Process Outsourcing
 Training
  27




---



##### Table of Contents



Executive Search eSearch
 Campus Recruitment
 Salary Surveys
 Human Resource Conferences
 Other Products Future Future
 Technology
  51job Weekly www.51job.com
  Competition
   28




---



##### Table of Contents



Print Advertising
 51job Weekly Beijing Evening News Guangzhou Daily Shanghai Talent Market Shenzhen Special Zone Daily.
 Online Recruitment Services
 Zhaopin.com ChinaHR.com Cjol.com Zhaopin.com
 NetEase.com QQ.com Sina.com Sohu.com Tom.com ChinaHR.com Zhaopin.com ,
 Other Services
  Customers
  Sales and Marketing
  
    
    job seekers;
    
    employers with hiring and/or training needs; and
    
    human resource departments with actual or potential outsourcing needs.
 Direct Marketing
 Event Marketing 51job Weekly 51job
Weekly www.51job.com
  29




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##### Table of Contents



Mass Media Advertising
 Online Marketing
 Cross-Marketing 51job Weekly www.51job.com Future 51job Weekly www.51job.com
 Media Promotions
 Intellectual Property and Proprietary Rights
 www.51job.com
 51job.com  eHire  eSearch   51job.com   51job.com
 www.51job.com www.51job.com
  Regulation
    30




---



##### Table of Contents



Limitations on Foreign Ownership of Our Businesses
 Advertising
  
    
    Foreign Investment Industrial Guidance Catalogue (2007); and
    
    Administrative Regulations Concerning Foreign Invested Advertising Enterprises (2008 Revision).
  Human Resource Services Companies
  Value-Added Telecommunications Services and Internet Content Providers
   
    
    Administrative Rules for Foreign Investments in Telecommunications Enterprises (2008 Revision); and
    
    Foreign Investment Industry Guidance Catalogue (2007).
   General Regulation of Our Businesses
 Advertising
  
    
    Advertising Law (1994);
    
    Administration of Advertising Regulations (1987);
    
    Implementation Rules on Administration of Advertising Regulations (2004); and
    
    Measures for the Administration of Advertising Business Licenses (2005).
  31




---



##### Table of Contents



Human Resource
  Value-Added Telecommunication Services and Online Commerce
  
    
    Telecommunications Regulations (2000);
    
    The Administrative Measures for Telecommunications Business Operating Licenses (2009); and
    
    The Internet Information Services Administrative Measures (2000).
   Regulations Relating to Our Intellectual Property Rights
      32




---



##### Table of Contents



Regulations Relating to Internet Privacy
   Regulation of Foreign Currency Exchange and Dividend Distribution
 Foreign Currency Exchange
   Foreign Exchange Registration of Offshore Investment by PRC Residents
    33




---



##### Table of Contents



Dividend Distribution
  
    
    Wholly Foreign Owned Enterprise Law (1986), as amended;
    
    Wholly Foreign Owned Enterprise Law Implementing Rules (1990), as amended;
    
    Sino-foreign Equity Joint Venture Enterprise Law (1979), as amended;
    
    Sino-foreign Equity Joint Venture Enterprise Law Implementing Rules (1983), as amended; and
    
    PRC Enterprise Income Tax Law and its Implementation Rules (2007).
  C. Organizational Structure
   34




---



##### Table of Contents



(1)
    
    Does not include Wang Jin Information Technology (Shanghai) Co., Ltd., Wuhan Wang Cai
Information Technology Co., Ltd. and Shanghai Wang Ju Advertising Co., Ltd., which are wholly
owned subsidiaries of 51net established in the PRC with no current operations.(2)
    
    Includes the subsidiaries and branches of AdCo that conduct advertising businesses as well as
Shanghai Cheng An Human Resources Co., Ltd., which is 90% owned by AdCo and 10% owned by Run
An. Hefei Wu You Culture Communication Co., Ltd., an AdCo subsidiary, is 80% owned by AdCo and
20% owned by Qian Cheng.(3)
    
    Excludes Wang Cai AdCo, which is set out separately in the chart.  35




---



##### Table of Contents




    
    online recruitment services are provided by Tech JV, which however does not act as an
Internet content provider or a human resource related services provider;
    
    print advertising services are provided by AdCo and the AdCo Subsidiaries, which are
all direct and indirect majority owned PRC subsidiaries of Tech JV;
    
    human resource related services are provided by RAL and Wang Ju, which hold licenses to
provide human resource related services; and
    
    Internet content provider services are provided by RAL, which holds a license to act as
an Internet content provider and operates our www.51job.comwebsite.
   
    
    our current ownership structure is in compliance with existing PRC laws and
regulations;
    
    the agreements among our subsidiaries, affiliated entities and their respective
shareholders are valid and binding, and are enforceable under, and will not result in any
violation of, existing PRC laws or regulations, with exception to the effectiveness of the
pledges under the equity pledge agreements, which are subject to registration with the
relevant administrations of industry and commerce, and the trademark license agreement,
which may not be enforceable against bona fide third parties until registration with the
relevant trademark administration authorities; and
    
    except as otherwise disclosed herein, our current business operations as described in
this annual report are not in violation of existing PRC laws, rules and regulations in all
material aspects.
     36




---



##### Table of Contents



Description of the Material Group Entities
 51net
 51job.com  www.51job.com
 Tech JV
  Qian Cheng
  RAL
 www.51job.com
 AdCo and the AdCo Subsidiaries
  WFOE
   37




---



##### Table of Contents



Wang Ju
  D. Property, Plants and Equipment
   
 ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following discussion of our financial condition and results of operations is based upon
and should be read in conjunction with our consolidated financial statements and their related
notes included elsewhere in this annual report on Form 20-F. This discussion may contain
forward-looking statements based upon current expectations that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth under Item 3. Key Information  Risk
Factors or in other parts of this annual report.
 A. Operating Results
 Overview
   Factors Affecting Our Results of Operations
  
    
    Growth of the Chinese Economy and Demand for Human Resource Services in China.Chinas
rapid economic growth over the past decade has served as an important catalyst for the
development of the human resource services industry. In addition, Chinas entry into the
World Trade Organization and the proliferation of new enterprises has led to increased
market liberalization and competition. As a result, companies in China are increasingly
recognizing the need for improved human resource recruitment processes and management,
which has driven the demand for human resource services.
  38




---



##### Table of Contents




    
    Changes in the Composition of the Chinese Labor Market.As the Chinese economy grows,
we believe that China is developing a large skilled and educated labor force. This growing
skilled and educated work force is a key segment targeted by employers who use our human
resource services as they seek to attract and retain talent to build a competitive
advantage. In addition, Chinas large labor force is increasingly migrating toward urban
centers due to continuing economic development and employer demand. As a result, major
metropolitan areas have become the foundation for the growing human resource services
industry in China. For this reason, we have established sales offices in 25 cities across
China. We believe these changes in the composition of the Chinese labor market toward a
larger, better skilled and urbanized work force will increase the number of job seekers
and employers who utilize our human resource services.
 
    
    Seasonality in the Human Resource Services Market.The human resource services industry
is characterized by seasonal fluctuations. Accordingly, these fluctuations, particularly
in the seasonal peak recruitment periods following the Chinese New Year holiday in the
first quarter and the National Day holiday in October, may cause our results to vary from
quarter to quarter. During seasonal peak periods, demand for recruitment advertising and
other human resource related services may or may not rise significantly depending on the
needs of employers as well as their perceptions of the job market. In addition, the
Chinese New Year holiday is based on the lunar calendar, which varies from year to year
and affects our first quarter results and their comparability to financial results of the
same quarter in prior years. We have also experienced a trend of lower fourth quarter
revenues as compared to revenues from the immediately preceding third quarter in previous
years.
 
    
    Increasing Acceptance of New Recruitment Channels and Human Resource Services.Many
employers in China have traditionally relied on job fairs and/or referrals to recruit
employees. While we have experienced growth in our recruitment advertising businesses, the
use of advertising services to recruit employees has a limited history in China. In
addition, we believe that the concept and use of business process outsourcing services is
relatively new in China. Therefore, our ability to successfully increase employer
acceptance and adoption of our services materially affects our results of operations.
 
    
    Growing Use of the Internet as a Platform for Providing Human Resource Services.Our
results of operations from our online recruitment services in particular will depend
substantially upon an increase in Internet penetration and use. According to the CNNIC,
the number of Internet users in China has increased from approximately 79 million in 2003
to 384 million in 2009, ranking China as the largest market of Internet users in the
world. We believe that continued development of the Chinas technology infrastructure,
more affordable and diversified means of Internet access, and expanding personal computer
ownership will connect an increasingly larger group of job seekers and employers across a
wider geographical area as well as facilitate the use of a web-based platform for the
delivery of human resource services.
 Revenues
   39




---



##### Table of Contents



For the year ended December 31,2007
    
    
    2008
    
    
    2009Revenues:Print advertising
    
    
    51.0
    %
    
    
    41.8
    %
    
    
    34.2
    %Online recruitment services
    
    
    33.5
    
    
    
    36.3
    
    
    
    40.8Other human resource related revenues
    
    
    15.5
    
    
    
    21.9
    
    
    
    25.0Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  2007
    
    
    2008
    
    
    2009compared to
    
    
    compared to
    
    
    compared to2006
    
    
    2007
    
    
    2008Print advertising
    
    
    10.5
    %
    
    
    (16.6
    %)
    
    
    (22.2
    %)Online recruitment services
    
    
    28.6
    
    
    
    10.4
    
    
    
    6.7Other human resource related revenues
    
    
    47.9
    
    
    
    44.4
    
    
    
    8.3Total revenues
    
    
    21.0
    %
    
    
    1.9
    %
    
    
    (5.0
    %)
 Recruitment Advertising Revenues
 51job
Weekly www.51job.com
 Print Advertising Revenues. 51job
Weekly 51job Weekly 51job Weekly
     40




---



##### Table of Contents



51job Weekly
 51job Weekly
  Online Recruitment Services Revenues. www.51job.com eHire www.51job.com www.51job.com
    51job Weekly
  41




---



##### Table of Contents



Other Human Resource Related Revenues
   Net Revenues and Business Taxes
  Costs
   For the year ended December 31,2007
    
    
    2008
    
    
    2009Cost of services
    
    
    (43.7
    %)
    
    
    (46.3
    %)
    
    
    (39.5
    %)Total operating expenses
    
    
    (38.7
    %)
    
    
    (41.8
    %)
    
    
    (45.0
    %)
   Cost of Services
   42




---



##### Table of Contents



Operating Expenses
   For the year ended December 31,2007
    
    
    2008
    
    
    2009Operating expenses:Sales and marketing
    
    
    (22.7
    %)
    
    
    (26.4
    %)
    
    
    (27.7
    %)General and administrative
    
    
    (16.0
    )
    
    
    (15.4
    )
    
    
    (17.3
    )Total operating expenses
    
    
    (38.7
    %)
    
    
    (41.8
    %)
    
    
    (45.0
    %)
 51job Weekly
  Income Taxation
    43




---



##### Table of Contents



Critical Accounting Policies
   44




---



##### Table of Contents



Income Taxes
     Revenue Recognition
    Share-Based Compensation
   45




---



##### Table of Contents



Basis for Consolidation and Our Relationships with Our Affiliated Variable Interest Entities
      Allowances for Doubtful Accounts
  Long-Lived Assets
   46




---



##### Table of Contents



Recent Accounting Pronouncements
      47




---



##### Table of Contents



48




---



##### Table of Contents



Results of Operations
  For the year ended December 31,2007
    
    
    2008
    
    
    2009(in thousands, except percentages)
    
    RMB
    
    
    %
    
    
    RMB
    
    
    %
    
    
    RMB
    
    
    %Revenues:Print advertising
    
    
    430,621
    
    
    
    53.9
    
    
    
    359,234
    
    
    
    44.0
    
    
    
    279,467
    
    
    
    36.1Online recruitment services
    
    
    282,688
    
    
    
    35.4
    
    
    
    312,121
    
    
    
    38.3
    
    
    
    332,987
    
    
    
    43.0Other human resource related revenues
    
    
    130,957
    
    
    
    16.3
    
    
    
    189,062
    
    
    
    23.2
    
    
    
    204,666
    
    
    
    26.5Total revenues
    
    
    844,266
    
    
    
    105.6
    
    
    
    860,417
    
    
    
    105.5
    
    
    
    817,120
    
    
    
    105.6Less: Business and related tax
    
    
    (44,982
    )
    
    
    (5.6
    )
    
    
    (44,939
    )
    
    
    (5.5
    )
    
    
    (43,173
    )
    
    
    (5.6
    )Net revenues
    
    
    799,284
    
    
    
    100.0
    
    
    
    815,478
    
    
    
    100.0
    
    
    
    773,947
    
    
    
    100.0Cost of services(1)
    
    
    (349,022
    )
    
    
    (43.7
    )
    
    
    (377,487
    )
    
    
    (46.3
    )
    
    
    (305,722
    )
    
    
    (39.5
    )Gross profit
    
    
    450,262
    
    
    
    56.3
    
    
    
    437,991
    
    
    
    53.7
    
    
    
    468,225
    
    
    
    60.5Operating expenses(1):Sales and marketing
    
    
    (181,230
    )
    
    
    (22.7
    )
    
    
    (215,228
    )
    
    
    (26.4
    )
    
    
    (214,400
    )
    
    
    (27.7
    )General and administrative
    
    
    (128,347
    )
    
    
    (16.0
    )
    
    
    (125,981
    )
    
    
    (15.4
    )
    
    
    (133,511
    )
    
    
    (17.3
    )Total operating expenses
    
    
    (309,577
    )
    
    
    (38.7
    )
    
    
    (341,209
    )
    
    
    (41.8
    )
    
    
    (347,911
    )
    
    
    (45.0
    )Income from operations
    
    
    140,685
    
    
    
    17.6
    
    
    
    96,782
    
    
    
    11.9
    
    
    
    120,314
    
    
    
    15.5Loss from foreign currency translation.
    
    
    (18,134
    )
    
    
    (2.3
    )
    
    
    (17,732
    )
    
    
    (2.2
    )
    
    
    (234
    )
    
    
    (0.0
    )Interest and investment income
    
    
    24,635
    
    
    
    3.1
    
    
    
    26,400
    
    
    
    3.2
    
    
    
    15,083
    
    
    
    2.0Other income
    
    
    1,793
    
    
    
    0.2
    
    
    
    2,327
    
    
    
    0.3
    
    
    
    9,554
    
    
    
    1.2Income before income tax expense
    
    
    148,979
    
    
    
    18.6
    
    
    
    107,777
    
    
    
    13.2
    
    
    
    144,717
    
    
    
    18.7Income tax expense
    
    
    (45,402
    )
    
    
    (5.7
    )
    
    
    (31,176
    )
    
    
    (3.8
    )
    
    
    (32,205
    )
    
    
    (4.2
    )Net income
    
    
    103,577
    
    
    
    12.9
    
    
    
    76,601
    
    
    
    9.4
    
    
    
    112,512
    
    
    
    14.5
 
 (1)
    
    Share-based compensation expense: Included in cost of services
    
    
    (4,931
    )
    
    
    (0.6
    )
    
    
    (4,564
    )
    
    
    (0.6
    )
    
    
    (4,360
    )
    
    
    (0.6
    )Included in operating expenses:Sales and marketing
    
    
    (4,241
    )
    
    
    (0.5
    )
    
    
    (3,923
    )
    
    
    (0.5
    )
    
    
    (3,748
    )
    
    
    (0.5
    )General and administrative
    
    
    (20,479
    )
    
    
    (2.6
    )
    
    
    (18,947
    )
    
    
    (2.3
    )
    
    
    (18,912
    )
    
    
    (2.4
    )
 2009 Compared to 2008
 Total Revenues.
 
    
    Print Advertising.Our print advertising revenues decreased 22.2% to RMB279.5 million
(US$40.9 million) in 2009 from RMB359.2 million in 2008. This decrease was primarily due
to fewer recruitment advertisements placed in our editions of 51job Weekly, as employers
reduced their hiring plans and curtailed expenditures in response to the global economic
and financial market crisis as well as a slowdown in the Chinese economy in 2009. We
estimate that the number of print advertising pages decreased 29.4% to 11,661 in 2009 from
16,512 in 2008. The decrease in revenues from lower advertisement volumes was partially
offset by a 10.2% increase in our overall average revenue per page due to greater revenue
contribution from higher priced markets. We did not materially change the prices we charge
for print advertising in each local market in 2009.
 
    
    Online Recruitment Services.Our online recruitment services revenues increased 6.7% to
RMB333.0 million (US$48.8 million) in 2009 from RMB312.1 million in 2008. This increase
was mainly attributable to growth in the number of unique employers placing job listings
and recruitment advertisements on www.51job.com, which was partially offset by lower
average revenue per unique employer. We estimate that the number of unique employers
increased 39.9% to 143,451 in 2009 from 102,562 in 2008. The prices we charge for our
online recruitment services were generally unchanged from 2008 to 2009. However, our
average revenue per unique employer in 2009 decreased 23.7% from 2008 as a result of
employers curtailing expenditures on online recruitment services, including by choosing
lower priced products, in response to the global economic and financial market crisis as
well as a slowdown in the Chinese economy in 2009.
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
    
    Other Human Resource Related Revenues. Our revenues from other human resource related
services increased 8.3% to RMB204.7 million (US$30.0 million) in 2009 from RMB189.1
million in 2008. This increase was primarily attributable to greater business process
outsourcing revenues due to a growth in the number of corporate customers and their
employees we served. Partially offsetting this increase in our business process
outsourcing revenues, we experienced lower training and executive search revenues in 2009
as the global economic and financial market crisis as well as the slowdown in the Chinese
economy decreased market demand and employer spending for these services.
 Net Revenues.
 Cost of Services.
 Gross Profit.
 Operating Expenses.
 
    
    Sales and Marketing Expenses.Our sales and marketing expenses decreased 0.4% to
RMB214.4 million (US$31.4 million) in 2009 from RMB215.2 million in 2008. This decrease
was due to a reduction in advertising and promotion expenses and client entertainment
expenses, which was largely offset by higher sales incentives and commissions. Our
advertising and promotion expenses in 2009 declined 28.8% to RMB32.0 million (US$4.7
million) from RMB45.0 million in 2008 due to a decrease in spending on brand advertising
campaigns and promotional events. Our sales and marketing expenses in 2009 also included
share-based compensation expense of RMB3.7 million (US$0.5 million) compared with RMB3.9
million in 2008.
 
    
    General and Administrative Expenses.Our general and administrative expenses increased
6.0% to RMB133.5 million (US$19.6 million) in 2009 from RMB126.0 million in 2008. This
increase was primarily due to higher employee compensation, rental and deprecation
expenses which were partially offset by lower travel and entertainment expenses. Our
general and administrative expenses in 2009 included share-based compensation expense of
RMB18.9 million (US$2.8 million), relatively unchanged from 2008.
 Loss from Foreign Currency Translation.
 Interest and Investment Income.
 Income Tax Expense.
 Net Income.
  50




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2008 Compared to 2007
 Total Revenues.
 
    
    Print Advertising.Our print advertising revenues decreased 16.6% to RMB359.2 million
in 2008 from RMB430.6 million in 2007. This decrease was primarily due to lower overall
average revenue per page and less advertising page volume in 2008, which was impacted by a
decrease in market demand that became increasingly pronounced in the second half of 2008
due primarily to the global economic and financial market crisis and a slowdown in the
Chinese economy. Print advertising prices charged in each city were relatively unchanged
compared to 2007 levels, but overall average revenue per page decreased 16.3% as lower
priced cities comprised a larger portion of print advertising volume. We estimate that the
number of print advertising pages decreased 0.3% to 16,512 in 2008 from 16,568 in 2007.
 
    
    Online Recruitment Services.Our online recruitment services revenues increased 10.4%
to RMB312.1 million in 2008 from RMB282.7 million in 2007. This increase was primarily the
result of growth in the number of unique employers using online recruitment services and
higher average revenue per unique employer, but customer growth slowed in the latter part
of 2008 due to weaker economic conditions in China. We estimate that the number of unique
employers using online services increased 9.0% to 102,562 in 2008 from 94,125 in 2007.
Although the prices we charge were generally unchanged from 2007 to 2008, our average
revenue per unique employer in 2008 increased 1.3% as employers who purchased multiple or
higher priced services more than offset customers who purchased lower priced or
introductory products.
 
    
    Other Human Resource Related Revenues. Our revenues from other human resource related
services increased 44.4% to RMB189.1 million in 2008 from RMB131.0 million in 2007. This
increase was primarily driven by growth in market demand and adoption of our business
process outsourcing services, which was partially offset by lower executive search
revenues. We believe the high growth of our business process outsourcing area was also
partly attributable to the implementation of a new labor contract law in China in 2008,
which strengthened enforcement of worker rights and instituted greater penalties on
employers for non-compliance resulting in greater acceptance of outsourced human resource
administrative services provided by professional third party providers like ourselves.
 Net Revenues.
 Cost of Services.
 Gross Profit.
 Operating Expenses.
 
    
    Sales and Marketing Expenses.Our sales and marketing expenses increased 18.8% to
RMB215.2 million in 2008 from RMB181.2 million in 2007. This increase was primarily due to
increased labor costs from staff additions and higher wage levels compared to the prior
year as well as greater advertising and promotion expenses. Our advertising and promotion
expenses in 2008 grew 32.0% to RMB45.0 million from RMB34.1 million in 2007 as we
increased spending on brand advertising activities and conducted a greater number of
promotional events. Our sales and marketing expenses in 2008 also included share-based
compensation expense of RMB3.9 million compared with RMB4.2 million in 2007.
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
    
    General and Administrative Expenses.Our general and administrative expenses decreased
1.8% to RMB126.0 million in 2008 from RMB128.3 million in 2007. This decrease was
primarily due to a loss provision of RMB9.7 million recorded in 2007 relating to the
non-compliance to contract terms by a third party which provided services to us in
connection with our human resource outsourcing operations in Beijing. Partially offsetting
the impact of this loss provision were increases in labor costs resulting from staff
additions and higher wage levels in 2008 as compared to 2007 as well as higher rental,
property management and office expenses. Our general and administrative expenses in 2008
included share-based compensation expense of RMB18.9 million compared with RMB20.5 million
in 2007.
 Loss from Foreign Currency Translation.
 Interest and Investment Income.
 Income Tax Expense.
 Net Income.
 Inflation
  B. Liquidity and Capital Resources
 Liquidity
   For the year ended December 31,(in thousands)
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    US$Net cash provided by operating activities
    
    
    193,315
    
    
    
    119,867
    
    
    
    214,455
    
    
    
    31,417Net cash used in investing activities
    
    
    (41,248
    )
    
    
    (48,451
    )
    
    
    (272,904
    )
    
    
    (39,980
    )Net cash provided by (used in) financing
activities
    
    
    4,470
    
    
    
    (4,101
    )
    
    
    (42,249
    )
    
    
    (6,189
    )Net increase (decrease) in cash
    
    
    138,822
    
    
    
    50,790
    
    
    
    (100,903
    )
    
    
    (14,782
    )
 Cash Flows from Operating Activities.
   52




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Cash Flows from Investing Activities.
 Cash Flows from Financing Activities.
 Capital Resources
    C. Research and Development, Patents and Licenses, etc.
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D. Trend Information
  E. Off-Balance Sheet Arrangements
  F. Tabular Disclosure of Contractual Obligations
  Less than
    
    
    1-3
    
    
    3-5
    
    
    More than(in thousands)
    
    Total
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsRMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    RMBPublication fee agreements
    
    
    58,528
    
    
    
    30,018
    
    
    
    26,746
    
    
    
    1,764
    
    
    
    Operating lease obligations
    
    
    71,385
    
    
    
    46,424
    
    
    
    24,425
    
    
    
    536
    
    
    
    Purchase obligations
    
    
    34,690
    
    
    
    34,295
    
    
    
    395
    
    
    
    
    
    
    
    Total
    
    
    164,603
    
    
    
    110,737
    
    
    
    51,566
    
    
    
    2,300
    
    
    
    
 51job Weekly
     G. Safe Harbor
   54




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ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
  Name
    
    Age
    
    Position / TitleDonald L. Lucas(1) (2)
    
    
    80
    
    
    Chairman of the board and independent directorRick Yan
    
    
    47
    
    
    Director, chief executive officer, president and secretaryDavid K. Chao(1) (2) (3)
    
    
    43
    
    
    Independent directorHiroyuki Honda
    
    
    49
    
    
    Non-executive directorKathleen Chien
    
    
    40
    
    
    Chief operating officer and acting chief financial officerDavid Weimin Jin
    
    
    40
    
    
    Senior vice presidentTao Wang
    
    
    47
    
    
    Vice presidentJones Haijun Yu
    
    
    37
    
    
    Vice president
 
 (1)
    
    Member of audit committee.(2)
    
    Member of compensation committee.(3)
    
    Member of nominating and corporate governance committee.   Biographical Information
 Donald L. Lucas
 Rick Yan
 David K. Chao
  55




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Hiroyuki Honda
 Kathleen Chien
 David Weimin Jin
 Tao Wang
 Jones Haijun Yu
 B. Compensation
 Compensation of Directors and Executive Officers
   Directors and Officers Liability Insurance
   56




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Employment Agreements
  Stock-Based Compensation Plans
         57




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##### Table of Contents



Common sharesunderlying options
    
    
    Exercisegranted
    
    
    price
    
    Date of grant
    
    Date of expirationUS$Granted in 2007Donald L. Lucas
    
    
    40,032
    
    
    8.795
    
    April 16, 2007
    
    April 15, 2013160,128
    
    
    8.77
    
    May 25, 2007
    
    May 24, 2013Rick Yan
    
    
    100,032
    
    
    8.795
    
    April 16, 2007
    
    April 15, 2013David K. Chao
    
    
    40,032
    
    
    8.795
    
    April 16, 2007
    
    April 15, 201340,032
    
    
    9.355
    
    August 8, 2007
    
    August 7, 2013Hiroyuki Honda
    
    
    14,976
    
    
    8.795
    
    April 16, 2007
    
    April 15, 201330,048
    
    
    8.80
    
    September 24, 2007
    
    September 23, 2013Kathleen Chien
    
    
    81,600
    
    
    8.795
    
    April 16, 2007
    
    April 15, 2013David Weimin Jin
    
    
    81,600
    
    
    8.795
    
    April 16, 2007
    
    April 15, 2013Tao Wang
    
    
    48,000
    
    
    8.795
    
    April 16, 2007
    
    April 15, 2013Jones Haijun Yu
    
    
    48,000
    
    
    8.795
    
    April 16, 2007
    
    April 15, 2013Other director
    
    
    60,096
    
    
    9.355
    
    August 8, 2007
    
    August 7, 2013Other employees
    
    
    444,576
    
    
    8.795
    
    April 16, 2007
    
    April 15, 20131,189,152Granted in 2008Rick Yan
    
    
    100,032
    
    
    9.00
    
    May 1, 2008
    
    April 30, 2014Kathleen Chien
    
    
    91,200
    
    
    9.00
    
    May 1, 2008
    
    April 30, 2014David Weimin Jin
    
    
    81,600
    
    
    9.00
    
    May 1, 2008
    
    April 30, 2014Tao Wang
    
    
    64,800
    
    
    9.00
    
    May 1, 2008
    
    April 30, 2014Jones Haijun Yu
    
    
    64,800
    
    
    9.00
    
    May 1, 2008
    
    April 30, 2014Other employees
    
    
    144,000
    
    
    9.245
    
    February 27, 2008
    
    February 26, 2014608,400
    
    
    9.00
    
    May 1, 2008
    
    April 30, 2014144,000
    
    
    4.535
    
    September 30, 2008
    
    September 29, 20141,298,832Granted in 2009Rick Yan
    
    
    100,032
    
    
    3.955
    
    April 30, 2009
    
    April 29, 2015David K. Chao
    
    
    40,032
    
    
    3.955
    
    April 30, 2009
    
    April 29, 2015Kathleen Chien
    
    
    91,200
    
    
    3.955
    
    April 30, 2009
    
    April 29, 2015David Weimin Jin
    
    
    81,600
    
    
    3.955
    
    April 30, 2009
    
    April 29, 2015Tao Wang
    
    
    64,800
    
    
    3.955
    
    April 30, 2009
    
    April 29, 2015Jones Haijun Yu
    
    
    64,800
    
    
    3.955
    
    April 30, 2009
    
    April 29, 2015Other employees
    
    
    717,600
    
    
    3.955
    
    April 30, 2009
    
    April 29, 20151,160,064
 C. Board Practices
  Board Committees
   58




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Audit Committee
   
    
    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 auditors 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
   
    
    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 directors 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;
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
    
    reviewing and approving policies and procedures with respect to proposed transactions
between us and our related parties, and approving in advance all such related-party
transactions; and
 
    
    monitoring compliance with our code of business conduct and ethics, including reviewing
the adequacy and effectiveness of our procedures to ensure proper compliance.
 Compensation Committee
   
    
    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
   
    
    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
   60




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##### Table of Contents



Remuneration and Borrowing
  Qualification
  Terms of Directors and Executive Officers
  Limitation on Liability and Other Indemnification Matters
     61




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##### Table of Contents



D. Employees
  Sales and account management
    
    
    1,622Marketing and merchandising
    
    
    606Technology and online operations
    
    
    511Customer service and production
    
    
    565Search and training consultants
    
    
    140General and administrative
    
    
    360Total
    
    
    3,804
    *
 
 *
    
    Includes 595 temporary, part-time and contract employees.  E. Share Ownership
  
 ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
  
    
    by each of our directors and executive officers; and
    
    each person known to us to own beneficially more than 5% of our common shares.
  Common shares beneficially ownedNumber
    
    
    %Directors and executive officers:Rick Yan
    
    
    14,236,323
    
    
    
    25.7Kathleen Chien
    
    
    1,722,658
    
    
    
    3.1David K. Chao(1)
    
    
    550,321
    
    
    
    *David Weimin Jin
    
    
    197,800
    
    
    
    *Donald L. Lucas
    
    
    170,986
    
    
    
    *Tao Wang
    
    
    151,126
    
    
    
    *Jones Haijun Yu
    
    
    149,350
    
    
    
    *Hiroyuki Honda(2)
    
    
    45,928
    
    
    
    *All directors and executive officers as a group
    
    
    17,224,492
    
    
    
    30.4Principal shareholders:Recruit Co., Ltd.(2)
    
    
    23,325,231
    
    
    
    42.4Rick Yan
    
    
    14,236,323
    
    
    
    25.7
 
 (1)
    
    The address of David K. Chao is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025.(2)
    
    The address for Hiroyuki Honda and Recruit Co., Ltd. is GranTokyo South Tower, 1-9-2
Marunouchi, Chiyoda-ku, Tokyo 100-6640, Japan.*
    
    Less than 1%.  62




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##### Table of Contents



B. Related Party Transactions
 Contractual Arrangements Among Our Group Entities
  
 Technical and Consulting Service Agreements
 Qian Cheng Technical and Consulting Service Agreement.
 RAL Technical and Consulting Service Agreement
  63




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Run An Technical and Consulting Service Agreement
 Equity Pledge Agreements
 Qian Cheng Equity Pledge Agreement.
 RAL Equity Pledge Agreement.
 Run An Equity Pledge Agreement.
  64




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##### Table of Contents



Other Agreements
 Loan Agreements.
 Tech JV and RAL Cooperation Agreement. www.51job.com
 Domain Name License Agreement. www.51job.com
 Call Option Agreement.
  Stock Option Grants
  Investment in Coupon Advertising Services Company with Recruit
   65




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##### Table of Contents



C. Interests of Experts and Counsel
  
 ITEM 8.
    
    FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
  Legal Proceedings
 www.51job.com
 Dividend Policy
   B. Significant Changes
  
 ITEM 9.
    
    THE OFFER AND LISTING
 A. Offer and Listing Details
   66




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Sales priceHigh
    
    
    LowUS$
    
    
    US$Annual highs and lows2005
    
    
    53.50
    
    
    
    9.712006
    
    
    31.90
    
    
    
    12.702007
    
    
    25.44
    
    
    
    14.022008
    
    
    20.50
    
    
    
    6.002009
    
    
    20.50
    
    
    
    6.00Quarterly highs and lowsFirst quarter 2008
    
    
    19.66
    
    
    
    16.01Second quarter 2008
    
    
    20.50
    
    
    
    16.27Third quarter 2008
    
    
    18.54
    
    
    
    8.69Fourth quarter 2008
    
    
    10.20
    
    
    
    6.00First quarter 2009
    
    
    7.93
    
    
    
    6.00Second quarter 2009
    
    
    12.20
    
    
    
    6.51Third quarter 2009
    
    
    15.38
    
    
    
    10.76Fourth quarter 2009
    
    
    20.50
    
    
    
    13.13First quarter 2010
    
    
    20.35
    
    
    
    15.31Monthly highs and lowsOctober 2009
    
    
    16.45
    
    
    
    13.13November 2009
    
    
    20.50
    
    
    
    14.72December 2009
    
    
    19.50
    
    
    
    16.66January 2010
    
    
    19.33
    
    
    
    15.75February 2010
    
    
    19.00
    
    
    
    15.31March 2010
    
    
    20.35
    
    
    
    17.32April 2010 (through April 14)
    
    
    19.69
    
    
    
    17.52
 B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
  
 ITEM 10.
    
    ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
   67




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C. Material Contracts
   D. Exchange Controls
  E. Taxation
  Cayman Islands Taxation
  Peoples Republic of China
     68




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##### Table of Contents



Certain United States Federal Income Tax Considerations
   
    
    dealers in securities or currencies;
    
    regulated investment companies;
    
    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 alternative minimum tax;
    
    partnerships or other pass-through entities for U.S. federal income tax purposes;
    
    persons who own or are deemed to own 10% or more of our voting shares; or
    
    persons whose functional currency is not the U.S. dollar.
    
    
    an individual citizen or resident of the United States;
 
    
    a corporation (or other entity taxable as a corporation for U.S. federal income tax
purposes) created or organized in or under the laws of the United States, any state
thereof, or the District of Columbia;
 
    
    an estate the income of which is subject to U.S. federal income taxation, regardless of
its source; or
 
    
    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.
    69




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ADSs
  Distributions on ADSs or Common Shares
  
    
    a foreign corporation that is eligible for the benefits of a comprehensive income tax
treaty with the United States which the U.S. Treasury determines to be satisfactory for
these purposes and which includes an exchange of information program; and
 
    
    a foreign corporation if its shares with respect to which a dividend is paid or its
ADSs backed by such shares are readily tradable on an established securities market within
the United States,
     70




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Sale, Exchange or Other Disposition of ADSs or Common Shares
  Passive Foreign Investment Company Rules
     71




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##### Table of Contents



Information Reporting and Backup Withholding
   72




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##### Table of Contents



F. Dividends and Paying Agents
  G. Statements by Experts
  H. Documents on Display
   www.sec.gov
   I. Subsidiary Information
  
 ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
     73




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##### Table of Contents



Foreign Exchange Risk
    
 ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 A. Debt Securities
  B. Warrants and Rights
  C. Other Securities
  D. American Depositary Shares
 Fees Paid by Our ADS Holders
   
    
    a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration
ADRs, in each case, on the books of the;depositary;
 
    
    a fee of $0.02 or less per ADS (or portion thereof) for any cash distribution made
pursuant to the deposit agreement;
 
    
    a fee of $0.02 per ADS (or portion thereof) per year to cover such expenses as are
incurred by the depositary in administering our ADS program (which fee shall be assessed
against holders of ADSs as of the record date set by the depositary not more than once
each calendar year and is payable in the manner described in the next succeeding
provision);
 
  74




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##### Table of Contents




    
    any other charge payable by any of the depositary, any of the depositarys agents,
including, without limitation, the custodian, or the agents of the depositarys agents in
connection with the servicing of our shares or other deposited securities (which charge
will be assessed against registered holders of our ADSs as of the record date or dates set
by the depositary and will be payable at the sole discretion of the depositary by billing
such registered holders or by deducting such charge from one or more cash dividends or
other cash distributions);
 
    
    a fee for the distribution of securities, such fee being in an amount equal to the fee
for the execution and delivery of ADSs which would have been charged as a result of the
deposit of such securities (treating all such securities as if they were shares) but which
securities or the net cash proceeds from the sale thereof are instead distributed by the
depositary to those holders entitled thereto;
    
    stock transfer or other taxes and other governmental charges;
    
    cable, telex and facsimile transmission and delivery charges incurred at the request of the ADS holders;
 
    
    transfer or registration fees for the registration of transfer of deposited securities
on any applicable register in connection with the deposit or withdrawal of deposited
securities;
 
    
    expenses of the depositary in connection with the conversion of foreign currency into
U.S. dollars; and
 
    
    such fees and expenses as are incurred by the depositary (including without limitation
expenses incurred in connection with compliance with foreign exchange control regulations
or any law or regulation relating to foreign investment) in delivery of deposited
securities or otherwise in connection with the depositarys or its custodians compliance
with applicable law, rule or regulation.
  Fees and Payments from the Depositary to Us
    75




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##### Table of Contents



PART II
 
 ITEM 13.
    
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
   Internal Control  Integrated Framework
  Changes in Internal Control Over Financial Reporting
   76




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ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B.
    
    CODE OF ETHICS
 ir.51job.com
 
 ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  (in thousands)
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    US$Audit fees
    
    
    4,406
    
    
    
    3,533
    
    
    
    518
 Pre-Approved Policies and Procedures
  
 ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
   77




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##### Table of Contents



Total number of
    
    
    Approximate dollar valueTotal number
    
    
    
    
    
    
    
    
    
    
    ADSs purchased as
    
    
    of ADSs that may yet beof ADSs
    
    
    Average price
    
    
    part of publicly
    
    
    purchased under thePeriod
    
    purchased
    
    
    paid per ADS
    
    
    announced program
    
    
    programUS$
    
    
    RMB(1)
    
    
    
    
    
    US$
    
    
    RMB(1)November 2008
    
    
    25,251
    
    
    
    6.56
    
    
    
    44.81
    
    
    
    25,251
    
    
    
    24,834,000
    
    
    
    169,516,000December 2008
    
    
    111,576
    
    
    
    6.71
    
    
    
    45.78
    
    
    
    136,827
    
    
    
    24,086,000
    
    
    
    164,408,000January 2009
    
    
    72,528
    
    
    
    6.50
    
    
    
    44.38
    
    
    
    209,355
    
    
    
    23,614,000
    
    
    
    161,189,000February 2009
    
    
    108,275
    
    
    
    6.95
    
    
    
    47.42
    
    
    
    317,630
    
    
    
    22,862,000
    
    
    
    156,054,000March 2009
    
    
    55,217
    
    
    
    6.87
    
    
    
    46.89
    
    
    
    372,847
    
    
    
    22,483,000
    
    
    
    153,465,000April 2009
    
    
    43,672
    
    
    
    7.28
    
    
    
    49.70
    
    
    
    416,519
    
    
    
    22,165,000
    
    
    
    151,295,000May 2009
    
    
    33,352
    
    
    
    8.81
    
    
    
    60.12
    
    
    
    449,871
    
    
    
    21,871,000
    
    
    
    149,290,000June 2009
    
    
    71,171
    
    
    
    8.94
    
    
    
    61.00
    
    
    
    521,042
    
    
    
    21,235,000
    
    
    
    144,848,000July 2009
    
    
    202,273
    
    
    
    11.51
    
    
    
    78.53
    
    
    
    723,315
    
    
    
    18,908,000
    
    
    
    129,063,000August 2009
    
    
    26,984
    
    
    
    12.15
    
    
    
    82.96
    
    
    
    750,299
    
    
    
    18,580,000
    
    
    
    126,825,000September 2009
    
    
    44,306
    
    
    
    13.75
    
    
    
    93.84
    
    
    
    794,605
    
    
    
    17,971,000
    
    
    
    122,667,000October 2009
    
    
    44,823
    
    
    
    14.21
    
    
    
    96.99
    
    
    
    839,428
    
    
    
    17,334,000
    
    
    
    118,319,000November 2009
    
    
    6,599
    
    
    
    14.74
    
    
    
    100.64
    
    
    
    846,027
    
    
    
    17,237,000
    
    
    
    117,655,000December 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    846,027
    
    
    
    17,237,000
    
    
    
    117,655,000January 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    846,027
    
    
    
    17,237,000
    
    
    
    117,655,000February 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    846,027
    
    
    
    17,237,000
    
    
    
    117,655,000March 2010
    
    
    77,776
    
    
    
    18.16
    
    
    
    123.98
    
    
    
    923,803
    
    
    
    15,824,000
    
    
    
    108,012,000April 2010 (through April 14)
    
    
    25,093
    
    
    
    18.03
    
    
    
    123.10
    
    
    
    948,896
    
    
    
    15,371,000
    
    
    
    104,923,000
 
 (1)
    
    The translations of U.S. dollar amounts into Renminbi amounts have been made at the noon
buying rate in effect on December 31, 2009, which was US$1.00 to RMB6.8259. See Introduction
and Part I.  Item 3.  Key Information  Selected Financial Data  Exchange Rate
Information. 
 ITEM 16F.
    
    CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16G.
    
    CORPORATE GOVERNANCE
    78




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##### Table of Contents



PART III
 
 ITEM 17.
    
    FINANCIAL STATEMENTS
  
 ITEM 18.
    
    FINANCIAL STATEMENTS
  
 ITEM 19.
    
    EXHIBIT INDEX
 Exhibits
    
    Description1.1
    
    
    Amended and Restated Memorandum and Articles of Association
(incorporated by reference to Exhibit 3.1 from our Registration
Statement on Form F-1 (File No. 333-117194) filed with the
Securities and Exchange Commission on July 7, 2004)2.1
    
    
    Specimen of Share Certificate (incorporated by reference to
Exhibit 4.1 from our Registration Statement on Form F-1 (File No.
333-117194) filed with the Securities and Exchange Commission on
July 7, 2004)2.2
    
    
    Specimen of American Depositary Receipt (incorporated by
reference to Exhibit 4.2 from our Registration Statement on Form
F-1 (File No. 333-117194) filed with the Securities and Exchange
Commission on August 2, 2004)2.3
    
    
    Form of Deposit Agreement among 51job, Inc., JPMorgan Chase Bank,
as Depositary, and Holders and Beneficial Holders from time to
time of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder, including the form of
American Depositary Receipt (incorporated by reference to the
Registration Statement on Form F-6 (File No. 333-117254) filed
with the Securities and Exchange Commission with respect to
American Depositary Shares representing common shares on July 9,
2004)4.1
    
    
    2000 Stock Option Plan (incorporated by reference to Exhibit 10.1
from our Registration Statement on Form F-1 (File No. 333-117194)
filed with the Securities and Exchange Commission on July 7,
2004)4.2
    
    
    2009 Share Option Plan (incorporated by reference to Exhibit 99.2
from our Form 6-K (File No. 000-50841) filed with the Securities
and Exchange Commission on July 30, 2009)4.3
    
    
    Form of Employment, Confidential Information and Invention
Assignment Agreement (incorporated by reference to Exhibit 10.2
from our Registration Statement on Form F-1 (File No. 333-117194)
filed with the Securities and Exchange Commission on July 7,
2004)4.4
    
    
    Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.3 from our Registration Statement on Form F-1 (File
No. 333-117194) filed with the Securities and Exchange Commission
on July 7, 2004)4.5
    
    
    Form of Investor Rights Agreement (incorporated by reference to
Exhibit 10.5 from our Registration Statement on Form F-1 (File
No. 333-117194) filed with the Securities and Exchange Commission
on July 7, 2004)4.6
    
    
    Loan Agreements dated as of September 11, 2007 between Qianjin
Network Information Technology (Shanghai) Co., Ltd. and the
shareholders of Beijing Run An Information Consultancy Co., Ltd.
(incorporated by reference to Exhibit 4.5 from our Annual Report
on Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008)4.7
    
    
    Technical and Consulting Service Agreement dated as of May 3,
2004, as amended as of July 2, 2004, between Shanghai Run An Lian
Information Consultancy Co., Ltd. and Qian Cheng Wu You Network
Information Technology (Beijing) Co., Ltd. (incorporated by
reference to Exhibit 10.7 from our Registration Statement on Form
F-1 (File No. 333-117194) filed with the Securities and Exchange
Commission on July 7, 2004)
  79




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Exhibits
    
    Description4.8
    
    
    Technical and Consulting Service Agreement dated as of May 3, 2004,
as amended as of July 2, 2004, between Beijing Qian Cheng Si Jin
Advertising Co., Ltd. and Qian Cheng Wu You Network Information
Technology (Beijing) Co., Ltd. (incorporated by reference to Exhibit
10.8 from our Registration Statement on Form F-1 (File No.
333-117194) filed with the Securities and Exchange Commission on July
7, 2004)4.9
    
    
    Technical and Consulting Service Agreement dated as of September 11,
2007 between Beijing Run An Information Consultancy Co. Ltd. and Qian
Cheng Wu You Network Information Technology (Beijing) Co., Ltd.
(incorporated by reference to Exhibit 4.8 from our Annual Report on
Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008)4.10
    
    
    Equity Pledge Agreement dated as of May 3, 2004 between Qian Cheng Wu
You Network Information Technology (Beijing) Co., Ltd. and the
shareholders of Shanghai Run An Lian Information Consultancy Co.,
Ltd. (incorporated by reference to Exhibit 10.9 from our Registration
Statement on Form F-1 (File No. 333-117194) filed with the Securities
and Exchange Commission on July 7, 2004)4.11
    
    
    Equity Pledge Agreement dated as of May 3, 2004 between Qian Cheng Wu
You Network Information Technology (Beijing) Co., Ltd. and the
shareholders of Beijing Qian Cheng Si Jin Advertising Co., Ltd.
(incorporated by reference to Exhibit 10.10 from our Registration
Statement on Form F-1 (File No. 333-117194) filed with the Securities
and Exchange Commission on July 7, 2004)4.12
    
    
    Equity Pledge Agreement dated as of September 11, 2007 between Qian
Cheng Wu You Network Information Technology (Beijing) Co., Ltd. and
the shareholders of Beijing Run An Information Consultancy Co., Ltd.
(incorporated by reference to Exhibit 4.11 from our Annual Report on
Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008)4.13
    
    
    Investment Capital Transfer Agreement dated as of September 11, 2007
among the shareholders of Beijing Run An Information Consultancy Co.,
Ltd. (incorporated by reference to Exhibit 4.12 from our Annual
Report on Form 20-F for the year ended December 31, 2007 filed with
the Securities and Exchange Commission on June 28, 2008)4.14
    
    
    Share Transfer Agreement dated as of November 20, 2007 among the
shareholders of Shanghai Run An Lian Information Consultancy Co.,
Ltd. (incorporated by reference to Exhibit 4.13 from our Annual
Report on Form 20-F for the year ended December 31, 2007 filed with
the Securities and Exchange Commission on June 28, 2008)4.15
    
    
    Share Transfer Agreement dated as of November 12, 2007 between the
shareholders of Beijing Qian Cheng Si Jin Advertising Co., Ltd.
(incorporated by reference to Exhibit 4.14 from our Annual Report on
Form 20-F for the year ended December 31, 2007 filed with the
Securities and Exchange Commission on June 28, 2008)4.16
    
    
    Cooperation Agreement dated as of May 3, 2004 between Shanghai Run An
Lian Information Consultancy Co., Ltd. and Qianjin Network
Information Technology (Shanghai) Co., Ltd. (incorporated by
reference to Exhibit 10.11 from our Registration Statement on Form
F-1 (File No. 333-117194) filed with the Securities and Exchange
Commission on July 7, 2004)4.17
    
    
    Supplemental Agreement to the Cooperation Agreement effective as of
April 1, 2007 between Shanghai Run An Lian Information Consultancy
Co., Ltd. and Qianjin Network Information Technology (Shanghai) Co.,
Ltd. (incorporated by reference to Exhibit 4.10 from our Annual
Report on Form 20-F for the year ended December 31, 2006 filed with
the Securities and Exchange Commission on June 28, 2007)4.18
    
    
    Domain Name License Agreement dated as of May 3, 2008 between
Shanghai Run An Lian Information Consultancy Co., Ltd. and 51net.com
Inc. (incorporated by reference to Exhibit 4.17 from our Annual
Report on Form 20-F for the year ended December 31, 2008 filed with
the Securities and Exchange Commission on April 29, 2009)4.19
    
    
    Call Option Agreement dated as of August 1, 2002, as supplemented and
amended as of May 3, 2004, between Beijing Qian Cheng Si Jin
Advertising Co., Ltd. and 51net.com Inc. (incorporated by reference
to Exhibit 10.13 from our Registration Statement on Form F-1 (File
No. 333-117194) filed with the Securities and Exchange Commission on
July 7, 2004)
  80




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Exhibits
    
    Description4.20
    *
    
    Share Transfer Agreement dated as of April 26, 2009 between 51net.com Inc.
and Wuhan Mei Hao Qian Cheng Advertising Co., Ltd.4.21
    *
    
    Share Transfer Agreement dated as of June 19, 2009 between Shanghai
Qianjin Advertising Co., Ltd. and Beijing Qian Cheng Si Jin Advertising
Co., Ltd.4.22
    
    
    Cooperation Agreement dated as of August 9, 2007, as amended as of March
27, 2008, between 51job, Inc. and Recruit Co., Ltd. (incorporated by
reference to Exhibit 4.21 from our Annual Report on Form 20-F for the year
ended December 31, 2007 filed with the Securities and Exchange Commission
on June 28, 2008)4.23
    *
    
    Amendment No. 2 to the Cooperation Agreement dated as of August 28, 2009
between 51job, Inc. and Recruit Co., Ltd.8.1
    *
    
    List of subsidiaries of 51job, Inc.11.1
    
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit
10.6 from our Registration Statement on Form F-1 (File No. 333-117194)
filed with the Securities and Exchange Commission on July 7, 2004)12.1
    *
    
    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    *

    
    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    *

    
    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2
    *

    
    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1
    *

    
    Consent of Maples and Calder15.2
    *

    
    Consent of Jun He Law Offices15.3
    *

    
    Consent of PricewaterhouseCoopers Zhong Tian CPAs Limited Company
 
 *
    
    Filed with this annual report on Form 20-F.  81




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SIGNATURES
  51job, Inc.By:
    /s/ Rick YanName:
    Rick YanTitle:
    President and Chief Executive Officer   82




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##### Table of Contents



51JOB, INC.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2007, 2008 and 2009
    
    
    F-3Consolidated Balance Sheets as of December 31, 2008 and 2009
    
    
    F-4Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2007, 2008 and 2009
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009
    
    
    F-6Notes to the Consolidated Financial Statements for the years ended December 31, 2007, 2008 and 2009
    
    
    F-7Additional Information  Financial Statement Schedule I
    
    
    F-24
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Board of Directors and Shareholders of 51job, Inc.:
 Internal Control  Integrated Framework
   
  F-2




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##### Table of Contents



51JOB, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (in thousands, except number of shares andper share data)
    
    Note
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    US$ (Note 2(c))Revenues:Print advertising
    
    
    
    
    430,621
    
    
    
    359,234
    
    
    
    279,467
    
    
    
    40,942Online recruitment services
    
    
    
    
    282,688
    
    
    
    312,121
    
    
    
    332,987
    
    
    
    48,783Other human resource related revenues
    
    
    
    
    130,957
    
    
    
    189,062
    
    
    
    204,666
    
    
    
    29,984Total revenues
    
    
    
    
    844,266
    
    
    
    860,417
    
    
    
    817,120
    
    
    
    119,709Less: Business and related taxes
    
    
    
    
    (44,982
    )
    
    
    (44,939
    )
    
    
    (43,173
    )
    
    
    (6,325
    )Net revenues
    
    
    
    
    799,284
    
    
    
    815,478
    
    
    
    773,947
    
    
    
    113,384Cost of services(1)
    
    
    
    
    (349,022
    )
    
    
    (377,487
    )
    
    
    (305,722
    )
    
    
    (44,789
    )Gross profit
    
    
    
    
    450,262
    
    
    
    437,991
    
    
    
    468,225
    
    
    
    68,595Operating expenses(1):Sales and marketing
    
    
    
    
    (181,230
    )
    
    
    (215,228
    )
    
    
    (214,400
    )
    
    
    (31,410
    )General and administrative
    
    
    
    
    (128,347
    )
    
    
    (125,981
    )
    
    
    (133,511
    )
    
    
    (19,560
    )Total operating expenses
    
    
    
    
    (309,577
    )
    
    
    (341,209
    )
    
    
    (347,911
    )
    
    
    (50,970
    )Income from operations
    
    
    
    
    140,685
    
    
    
    96,782
    
    
    
    120,314
    
    
    
    17,625Loss from foreign currency translation
    
    
    
    
    (18,134
    )
    
    
    (17,732
    )
    
    
    (234
    )
    
    
    (34
    )Interest and investment income
    
    
    
    
    24,635
    
    
    
    26,400
    
    
    
    15,083
    
    
    
    2,210Other income
    
    
    
    
    1,793
    
    
    
    2,327
    
    
    
    9,554
    
    
    
    1,400Income before income tax expense
    
    
    
    
    148,979
    
    
    
    107,777
    
    
    
    144,717
    
    
    
    21,201Income tax expense
    
    8
    
    
    (45,402
    )
    
    
    (31,176
    )
    
    
    (32,205
    )
    
    
    (4,718
    )Net income
    
    
    
    
    103,577
    
    
    
    76,601
    
    
    
    112,512
    
    
    
    16,483Other comprehensive income:Currency translation adjustments
    
    
    
    
    419
    
    
    
    374
    
    
    
    13
    
    
    
    2Comprehensive income
    
    
    
    
    103,996
    
    
    
    76,975
    
    
    
    112,525
    
    
    
    16,485Earnings per share:
    
    12 Basic
    
    
    
    
    1.84
    
    
    
    1.35
    
    
    
    2.03
    
    
    
    0.30 Diluted
    
    
    
    
    1.83
    
    
    
    1.35
    
    
    
    2.02
    
    
    
    0.30Earnings per ADS(2): Basic
    
    
    
    
    3.68
    
    
    
    2.71
    
    
    
    4.05
    
    
    
    0.59 Diluted
    
    
    
    
    3.66
    
    
    
    2.70
    
    
    
    4.03
    
    
    
    0.59Weighted average number of shares
outstanding: Basic
    
    
    
    
    56,279,193
    
    
    
    56,581,719
    
    
    
    55,559,252
    
    
    
    55,559,252 Diluted
    
    
    
    
    56,631,598
    
    
    
    56,709,513
    
    
    
    55,768,866
    
    
    
    55,768,866(1)    Share-based compensation:Included in cost of services
    
    
    
    
    (4,931
    )
    
    
    (4,564
    )
    
    
    (4,360
    )
    
    
    (639
    )Included in operating expenses Sales and marketing
    
    
    
    
    (4,241
    )
    
    
    (3,923
    )
    
    
    (3,748
    )
    
    
    (549
    ) General and administrative
    
    
    
    
    (20,479
    )
    
    
    (18,947
    )
    
    
    (18,912
    )
    
    
    (2,771
    )(2)    Each ADS represents two common shares.
   F-3




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##### Table of Contents



51JOB, INC.
 
 CONSOLIDATED BALANCE SHEETS
 AS OF DECEMBER 31, 2008 AND 2009
 (in thousands, except number of shares and per share data)
    
    Note
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    US$ (Note 2(c))ASSETSCurrent assets:Cash
    
    
    
    
    1,058,310
    
    
    
    957,407
    
    
    
    140,261Short-term investments
    
    2(f)
    
    
    16,100
    
    
    
    257,310
    
    
    
    37,696Accounts receivable (net of allowance for doubtful
accounts of RMB2,783 and RMB2,620 as of December 31,
2008 and 2009, respectively)
    
    3
    
    
    19,524
    
    
    
    17,946
    
    
    
    2,629Prepayments and other current assets
    
    4
    
    
    44,996
    
    
    
    39,899
    
    
    
    5,845Deferred tax assets, current
    
    8
    
    
    2,322
    
    
    
    4,982
    
    
    
    730Total current assets
    
    
    
    
    1,141,252
    
    
    
    1,277,544
    
    
    
    187,161Long-term investments
    
    2(f), 11
    
    
    15,927
    
    
    
    15,912
    
    
    
    2,331Property and equipment, net
    
    5
    
    
    205,805
    
    
    
    181,943
    
    
    
    26,655Intangible assets, net
    
    6
    
    
    4,669
    
    
    
    5,301
    
    
    
    777Other long-term assets
    
    16
    
    
    6,311
    
    
    
    31,531
    
    
    
    4,619Deferred tax assets, non-current
    
    8
    
    
    405
    
    
    
    285
    
    
    
    42Total non-current assets
    
    
    
    
    233,117
    
    
    
    234,972
    
    
    
    34,424Total assets
    
    
    
    
    1,374,369
    
    
    
    1,512,516
    
    
    
    221,585LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    
    
    
    10,511
    
    
    
    9,896
    
    
    
    1,450Salary and employee related accrual
    
    
    
    
    22,370
    
    
    
    28,095
    
    
    
    4,116Taxes payable
    
    
    
    
    13,337
    
    
    
    15,696
    
    
    
    2,300Advance from customers
    
    
    
    
    87,639
    
    
    
    118,277
    
    
    
    17,328Other payables and accruals
    
    7
    
    
    12,939
    
    
    
    15,402
    
    
    
    2,256Total current liabilities
    
    
    
    
    146,796
    
    
    
    187,366
    
    
    
    27,450Deferred tax liabilities, non-current
    
    8
    
    
    730
    
    
    
    1,011
    
    
    
    148Total liabilities
    
    
    
    
    147,526
    
    
    
    188,377
    
    
    
    27,598Commitments and contingencies
    
    13
    
    
    
    
    
    
    
    
    
    
    Shareholders equity:Common shares (US$0.0001 par value per share;
500,000,000 shares authorized, 56,378,139 and
55,126,859 shares issued and outstanding as of
December 31, 2008 and 2009, respectively)
    
    
    
    
    47
    
    
    
    46
    
    
    
    7Additional paid-in capital
    
    
    
    
    917,352
    
    
    
    902,124
    
    
    
    132,162Statutory reserves
    
    
    
    
    6,947
    
    
    
    7,368
    
    
    
    1,079Accumulated other comprehensive income
    
    
    
    
    1,054
    
    
    
    1,067
    
    
    
    156Retained earnings
    
    
    
    
    301,443
    
    
    
    413,534
    
    
    
    60,583Total shareholders equity
    
    
    
    
    1,226,843
    
    
    
    1,324,139
    
    
    
    193,987Total liabilities and shareholders equity
    
    
    
    
    1,374,369
    
    
    
    1,512,516
    
    
    
    221,585
   F-4




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##### Table of Contents



51JOB, INC.
 
 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 Common shares
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalNumber
    
    
    
    
    
    
    Additional
    
    
    Statutory
    
    
    comprehensive
    
    
    Retained
    
    
    shareholders(in thousands, except number of shares)
    
    of shares
    
    
    Par value
    
    
    paid-in capital
    
    
    reserves
    
    
    income
    
    
    earnings
    
    
    equityRMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    RMB
    
    
    RMBBalance as of January 1, 2007
    
    
    56,119,761
    
    
    
    46
    
    
    
    859,899
    
    
    
    4,849
    
    
    
    261
    
    
    
    123,363
    
    
    
    988,418Exercise of share options
    
    
    399,710
    
    
    
    1
    
    
    
    4,469
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,470Share-based compensation
    
    
    
    
    
    
    
    
    
    
    29,651
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,651Appropriation of statutory reserves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,142
    
    
    
    
    
    
    
    (1,142
    )
    
    
    Adjustment of other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    419
    
    
    
    
    
    
    
    419Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,577
    
    
    
    103,577Balance as of December 31, 2007
    
    
    56,519,471
    
    
    
    47
    
    
    
    894,019
    
    
    
    5,991
    
    
    
    680
    
    
    
    225,798
    
    
    
    1,126,535Exercise of share options
    
    
    132,322
    
    
    
    0
    
    
    
    2,147
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,147Share-based compensation
    
    
    
    
    
    
    
    
    
    
    27,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,434Repurchase and retirement of common shares
    
    
    (273,654
    )
    
    
    (0
    )
    
    
    (6,248
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,248
    )Appropriation of statutory reserves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    956
    
    
    
    
    
    
    
    (956
    )
    
    
    Adjustment of other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    374Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,601
    
    
    
    76,601Balance as of December 31, 2008
    
    
    56,378,139
    
    
    
    47
    
    
    
    917,352
    
    
    
    6,947
    
    
    
    1,054
    
    
    
    301,443
    
    
    
    1,226,843Exercise of share options
    
    
    167,120
    
    
    
    0
    
    
    
    5,062
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,062Share-based compensation
    
    
    
    
    
    
    
    
    
    
    27,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,020Repurchase and retirement of common shares
    
    
    (1,418,400
    )
    
    
    (1
    )
    
    
    (47,310
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47,311
    )Appropriation of statutory reserves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    421
    
    
    
    
    
    
    
    (421
    )
    
    
    Adjustment of other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    13Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,512
    
    
    
    112,512Balance as of December 31, 2009
    
    
    55,126,859
    
    
    
    46
    
    
    
    902,124
    
    
    
    7,368
    
    
    
    1,067
    
    
    
    413,534
    
    
    
    1,324,139Balance as of December 31, 2009 (US$ Note 2(c))
    
    
    55,126,859
    
    
    
    7
    
    
    
    132,162
    
    
    
    1,079
    
    
    
    156
    
    
    
    60,583
    
    
    
    193,987
   F-5




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##### Table of Contents



51JOB, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (in thousands)
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    US$ (Note 2(c))Cash flows from operating activities:Net income for the year
    
    
    103,577
    
    
    
    76,601
    
    
    
    112,512
    
    
    
    16,483Adjustments for:Share-based compensation
    
    
    29,651
    
    
    
    27,434
    
    
    
    27,020
    
    
    
    3,959Depreciation
    
    
    18,351
    
    
    
    23,776
    
    
    
    28,877
    
    
    
    4,230Amortization of intangible assets
    
    
    2,654
    
    
    
    2,243
    
    
    
    2,314
    
    
    
    339Provision for doubtful accounts
    
    
    2,036
    
    
    
    
    
    
    
    1,075
    
    
    
    157Loss due to disposal of fixed assets
    
    
    244
    
    
    
    915
    
    
    
    94
    
    
    
    14Loss from foreign currency translation
    
    
    18,134
    
    
    
    17,732
    
    
    
    234
    
    
    
    34Deferred tax provision (benefit)
    
    
    (855
    )
    
    
    3,623
    
    
    
    (2,259
    )
    
    
    (331
    )Changes in operating assets and liabilities:(Increase) Decrease in accounts receivable
    
    
    (3,311
    )
    
    
    10,182
    
    
    
    503
    
    
    
    74(Increase) Decrease in prepayments and other
current assets
    
    
    (15,068
    )
    
    
    (11,864
    )
    
    
    5,097
    
    
    
    747Increase (Decrease) in accounts payable
    
    
    1,650
    
    
    
    (63
    )
    
    
    (817
    )
    
    
    (120
    )Decrease in due to related parties
    
    
    (464
    )
    
    
    
    
    
    
    
    
    
    
    Increase (Decrease) in salary and employee
related accrual
    
    
    2,387
    
    
    
    (6,694
    )
    
    
    5,725
    
    
    
    838Increase (Decrease) in taxes payable
    
    
    9,747
    
    
    
    (20,161
    )
    
    
    2,359
    
    
    
    346Increase in advance from customers
    
    
    17,605
    
    
    
    12,104
    
    
    
    30,638
    
    
    
    4,488Increase (Decrease) in other payables and
accruals
    
    
    7,653
    
    
    
    (15,275
    )
    
    
    2,463
    
    
    
    361Increase in other long-term assets
    
    
    (676
    )
    
    
    (686
    )
    
    
    (1,380
    )
    
    
    (202
    )Net cash provided by operating activities
    
    
    193,315
    
    
    
    119,867
    
    
    
    214,455
    
    
    
    31,417Cash flows from investing activities:Purchase of short-term investments
    
    
    
    
    
    
    (16,100
    )
    
    
    (241,210
    )
    
    
    (35,337
    )Purchase of property and equipment
    
    
    (32,300
    )
    
    
    (24,336
    )
    
    
    (28,747
    )
    
    
    (4,211
    )Purchase of intangible assets
    
    
    (160
    )
    
    
    (43
    )
    
    
    (2,947
    )
    
    
    (432
    )Purchase of long-term investments
    
    
    (8,788
    )
    
    
    (7,972
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (41,248
    )
    
    
    (48,451
    )
    
    
    (272,904
    )
    
    
    (39,980
    )Cash flows from financing activities:Repurchase and retirement of common shares
    
    
    
    
    
    
    (6,248
    )
    
    
    (47,311
    )
    
    
    (6,931
    )Proceeds from the exercise of options
    
    
    4,470
    
    
    
    2,147
    
    
    
    5,062
    
    
    
    742Net cash provided by (used in) financing activities
    
    
    4,470
    
    
    
    (4,101
    )
    
    
    (42,249
    )
    
    
    (6,189
    )Effect of foreign exchange rate changes on cash
    
    
    (17,715
    )
    
    
    (16,525
    )
    
    
    (205
    )
    
    
    (30
    )Net increase (decrease) in cash
    
    
    138,822
    
    
    
    50,790
    
    
    
    (100,903
    )
    
    
    (14,782
    )Cash, beginning of year
    
    
    868,698
    
    
    
    1,007,520
    
    
    
    1,058,310
    
    
    
    155,043Cash, end of year
    
    
    1,007,520
    
    
    
    1,058,310
    
    
    
    957,407
    
    
    
    140,261Supplemental disclosure of cash flow information:Cash paid during the years for:Income taxes
    
    
    39,414
    
    
    
    48,735
    
    
    
    34,417
    
    
    
    5,042Supplemental disclosure of non-cash investing
activities:Accrual related to purchase of property, equipment
and software
    
    
    (18
    )
    
    
    (788
    )
    
    
    (991
    )
    
    
    (145
    )
   F-6




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##### Table of Contents



51JOB, INC.
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
  1. ORGANIZATION AND NATURE OF OPERATIONS
   2. PRINCIPAL ACCOUNTING POLICIES
 (a) Basis of Presentation
   (b) Basis of Consolidation
      F-7




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
     Technical and Consulting Service Agreements.
 Pledge and Control Agreements.
 (c) Foreign Currencies
    F-8




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (d) Cash
  (e) Accounts Receivable
  (f) Investments
   (g) Property and Equipment
  Estimated useful livesLand use rights
    
    48 to 50 yearsBuilding
    
    20 yearsLeasehold improvements
    
    Lesser of the lease period or the estimated useful lifeElectronic equipment*
    
    3 to 5 yearsFurniture and fixtures
    
    5 yearsMotor vehicles
    
    5 yearsOther assets
    
    5 years
 *
    
    Beginning July 1, 2009, the Company reduced the useful life of certain office electronic
equipment, such as computers, printers and facsimile machines, from five years to three years with
no residual value due to an increase in replacement frequency. The change was applied prospectively
and resulted in an increase of RMB4,045 in depreciation expense for the year ended December 31,
2009. (h) Intangible Assets
   F-9




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (i) Impairment of Long-Lived Assets
  (j) Revenue Recognition
 Print Advertising Revenues
  Online Recruitment Services Revenues
 www.51job.com
 Other Human Resource Related Revenues
  Business and Related Taxes
  (k) Cost of Services
   F-10




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (l) Sales and Marketing Expenses
  (m) Share-Based Compensation
   2007
    
    2008
    
    2009Risk-free interest rate
    
    4.23%-4.81%
    
    2.57%-2.80%
    
    1.70%Expected life (years)
    
    4
    
    4
    
    4Expected dividend yield
    
    0%
    
    0%
    
    0%Volatility
    
    55-75%
    
    50%-55%
    
    60%Weighted average of fair value per option at grant date
    
    RMB36.86
    
    RMB24.40
    
    RMB12.70
 (n) Operating Leases
  (o) Taxation
    F-11




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
  (p) Statutory Reserves
      (q) Dividend
   F-12




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (r) Earnings Per Share
  (s) Fair Value Measurement
   Level 1 Observable inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities
 Level 2 Include other inputs that are directly or indirectly observable in the marketplace
 Level 3 Unobservable inputs which are supported by little or no market activity
  (t) Segment Reporting
  (u) Recent Accounting Pronouncements
    F-13




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
      F-14




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
  (v) Reclassifications
  3. ACCOUNTS RECEIVABLE
 2008
    
    
    2009RMB
    
    
    RMBAccounts receivable
    
    
    22,307
    
    
    
    20,566Less: Allowance for doubtful accounts
    
    
    (2,783
    )
    
    
    (2,620
    )19,524
    
    
    
    17,946
  2007
    
    
    2008
    
    
    2009RMB
    
    
    RMB
    
    
    RMBBalance at beginning of period
    
    
    2,612
    
    
    
    3,879
    
    
    
    2,783Additions
    
    
    2,036
    
    
    
    
    
    
    
    1,075Collections
    
    
    
    
    
    
    (143
    )
    
    
    Write-offs
    
    
    (769
    )
    
    
    (953
    )
    
    
    (1,238
    )Balance at end of period
    
    
    3,879
    
    
    
    2,783
    
    
    
    2,620
 4. PREPAYMENTS AND OTHER CURRENT ASSETS
 2008
    
    
    2009RMB
    
    
    RMBRental and other deposits
    
    
    3,046
    
    
    
    1,972Prepayments for rental and others
    
    
    5,329
    
    
    
    5,639Employee advances
    
    
    1,187
    
    
    
    1,725Payments made on behalf of customers
    
    
    16,653
    
    
    
    11,869Prepaid insurance premium
    
    
    1,766
    
    
    
    2,245Interest income receivable
    
    
    4,791
    
    
    
    4,191Prepaid business tax
    
    
    11,094
    
    
    
    11,340Others
    
    
    1,130
    
    
    
    918Total
    
    
    44,996
    
    
    
    39,899
  F-15




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 5. PROPERTY AND EQUIPMENT
 2008
    
    
    2009RMB
    
    
    RMBLand and building
    
    
    170,274
    
    
    
    170,274Leasehold improvements
    
    
    10,693
    
    
    
    12,052Electronic equipment
    
    
    68,132
    
    
    
    69,159Furniture and fixtures
    
    
    12,119
    
    
    
    10,325Motor vehicles
    
    
    5,195
    
    
    
    4,991Other assets
    
    
    3,759
    
    
    
    3,759Less: accumulated depreciation
    
    
    (64,367
    )
    
    
    (88,617
    )Net book value
    
    
    205,805
    
    
    
    181,943
  6. INTANGIBLE ASSETS
 2008
    
    
    2009RMB
    
    
    RMBComputer equipment software
    
    
    16,871
    
    
    
    18,097Acquired training licenses
    
    
    6,571
    
    
    
    6,571Internally developed software
    
    
    1,569
    
    
    
    1,569Less: accumulated amortization
    
    
    (20,342
    )
    
    
    (20,936
    )Net book value
    
    
    4,669
    
    
    
    5,301
   7. OTHER PAYABLES AND ACCRUALS
 2008
    
    
    2009RMB
    
    
    RMBProfessional service fees
    
    
    4,112
    
    
    
    3,748Office expenses
    
    
    3,058
    
    
    
    3,512Deposit from customers
    
    
    
    
    
    
    4,418Revenue from newspaper sales collected on behalf of newspaper
contractors
    
    
    2,832
    
    
    
    625Payables to employees related to proceeds from share options exercised
    
    
    82
    
    
    
    2,257Others
    
    
    2,855
    
    
    
    842Total
    
    
    12,939
    
    
    
    15,402
 8. TAXATION
 Cayman Islands
   F-16




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 British Virgin Islands
  Hong Kong
  China
      F-17




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 Composition of Income Tax Expense
  2007
    
    
    2008
    
    
    2009RMB
    
    
    RMB
    
    
    RMBCurrent income tax expense
    
    
    46,257
    
    
    
    27,553
    
    
    
    34,464Deferred tax expense (benefit)
    
    
    (855
    )
    
    
    3,623
    
    
    
    (2,259
    )Income tax expense
    
    
    45,402
    
    
    
    31,176
    
    
    
    32,205
 Reconciliation of the Differences Between Statutory Tax Rate and the Effective Tax Rate
  2007
    
    
    2008
    
    
    2009EIT statutory rate
    
    
    33
    %
    
    
    25
    %
    
    
    25
    %Effect of tax holiday for certain subsidiaries
    
    
    (7
    %)
    
    
    
    
    
    
    Difference in EIT rates of certain subsidiaries
    
    
    (8
    %)
    
    
    (6
    %)
    
    
    (8
    %)Non-deductibility of expenses incurred outside the PRC
    
    
    9
    %
    
    
    10
    %
    
    
    5
    %Other permanent differences
    
    
    2
    %
    
    
    2
    %
    
    
    1
    %Provision of valuation allowance
    
    
    1
    %
    
    
    
    
    
    
    Reversal of valuation allowance
    
    
    
    
    
    
    (2
    %)
    
    
    (1
    %)Effective EIT rate of the Group
    
    
    30
    %
    
    
    29
    %
    
    
    22
    %
  2008
    
    
    2009RMB
    
    
    RMBDeductible temporary differences related to other payables and accruals
    
    
    1,636
    
    
    
    4,522Deductible temporary differences related to advertising expenses
    
    
    50
    
    
    
    Deductible temporary differences related to provision for doubtful debt
    
    
    740
    
    
    
    575Total current deferred tax assets
    
    
    2,426
    
    
    
    5,097Less: Valuation allowance
    
    
    (104
    )
    
    
    (115
    )Net current deferred tax assets
    
    
    2,322
    
    
    
    4,982Tax loss carryforwards
    
    
    2,306
    
    
    
    2,310Deductible temporary differences related to amortization of intangible
assets
    
    
    95
    
    
    
    Total non-current deferred tax assets
    
    
    2,401
    
    
    
    2,310Less: Valuation allowance
    
    
    (1,996
    )
    
    
    (2,025
    )Net non-current deferred tax assets
    
    
    405
    
    
    
    285Total deferred tax assets
    
    
    2,727
    
    
    
    5,267Taxable temporary differences related to depreciation period
    
    
    (730
    )
    
    
    (1,011
    )Total non-current deferred tax liabilities
    
    
    (730
    )
    
    
    (1,011
    )Total deferred tax liabilities
    
    
    (730
    )
    
    
    (1,011
    )
  F-18




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
   2007
    
    
    2008
    
    
    2009RMB
    
    
    RMB
    
    
    RMBBalance at beginning of period
    
    
    7,829
    
    
    
    6,505
    
    
    
    2,100Additions
    
    
    2,332
    
    
    
    347
    
    
    
    492Reversals
    
    
    (300
    )
    
    
    (4,752
    )
    
    
    (452
    )Reversals due to change in EIT rates
    
    
    (1,123
    )
    
    
    
    
    
    
    Write-offs due to closure of AdCo branches
    
    
    (2,233
    )
    
    
    
    
    
    
    Balance at end of period
    
    
    6,505
    
    
    
    2,100
    
    
    
    2,140
 9. SHARE-BASED COMPENSATION
   WeightedWeighted
    
    
    averageaverage
    
    
    remaining
    
    
    AggregateNumber
    
    
    exercise
    
    
    contractual
    
    
    intrinsic valueof shares
    
    
    price
    
    
    life (years)
    
    
    (thousands)Outstanding at January 1, 2009
    
    
    3,603,964
    
    
    US$
    8.40Granted
    
    
    1,160,064
    
    
    US$
    3.96Exercised
    
    
    (167,120
    )
    
    US$
    4.39Forfeited
    
    
    (132,236
    )
    
    US$
    4.33Outstanding at December 31, 2009
    
    
    4,464,672
    
    
    US$
    7.45
    
    
    
    3.73
    
    
    US$
    6,646Vested and expected to vest at December 31, 2009
    
    
    4,207,265
    
    
    US$
    7.51
    
    
    
    3.68
    
    
    US$
    6,000Exercisable at December 31, 2009
    
    
    2,234,263
    
    
    US$
    8.61
    
    
    
    2.82
    
    
    US$
    715
    F-19




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
   WeightedaverageNumber
    
    
    grant-dateof shares
    
    
    fair valueNon-vested at January 1, 2009
    
    
    2,168,709
    
    
    US$
    4.20Granted
    
    
    1,160,064
    
    
    US$
    3.96Vested
    
    
    (966,128
    )
    
    US$
    4.36Forfeited
    
    
    (132,236
    )
    
    US$
    2.17Non-vested at December 31, 2009
    
    
    2,230,409
    
    
    US$
    2.98Expected to vest at December 31, 2009
    
    
    1,973,002
    
    
    US$
    2.97
  10. EMPLOYEE BENEFITS
  11. RELATED PARTY TRANSACTION
   F-20




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 12. EARNINGS PER SHARE
  (in thousands, except number of shares and per share data)
    
    2007
    
    
    2008
    
    
    2009RMB
    
    
    RMB
    
    
    RMBNumerator:Net income
    
    
    103,577
    
    
    
    76,601
    
    
    
    112,512Denominator:Denominator for basic earnings per share  weighted
average common shares outstanding
    
    
    56,279,193
    
    
    
    56,581,719
    
    
    
    55,559,252Effect of dilutive share options
    
    
    352,405
    
    
    
    127,794
    
    
    
    209,614Denominator for diluted earnings per share
    
    
    56,631,598
    
    
    
    56,709,513
    
    
    
    55,768,866Basic earnings per share
    
    
    1.84
    
    
    
    1.35
    
    
    
    2.03Diluted earnings per share
    
    
    1.83
    
    
    
    1.35
    
    
    
    2.02
  13. COMMITMENTS AND CONTINGENCIES
 Publication Fee and Operating Lease Commitments
 51job Weekly
 Publication
    
    
    Operating lease 
    
    
    Operating lease fees
    
    
    Office premises
    
    
    Others
    
    
    TotalRMB
    
    
    RMB
    
    
    RMB
    
    
    RMB2010
    
    
    30,018
    
    
    
    21,181
    
    
    
    25,243
    
    
    
    76,4422011
    
    
    24,589
    
    
    
    6,659
    
    
    
    7,376
    
    
    
    38,6242012
    
    
    2,157
    
    
    
    3,195
    
    
    
    7,195
    
    
    
    12,5472013
    
    
    1,644
    
    
    
    526
    
    
    
    10
    
    
    
    2,1802014
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    12058,528
    
    
    
    31,561
    
    
    
    39,824
    
    
    
    129,913
   F-21




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 Contractual Purchase Obligations
  Advertising
    
    
    Office
    
    
    Officeservices
    
    
    furnishings
    
    
    building
    
    
    TotalRMB
    
    
    RMB
    
    
    RMB
    
    
    RMB2010
    
    
    30,633
    
    
    
    2,534
    
    
    
    1,128
    
    
    
    34,2952011
    
    
    395
    
    
    
    
    
    
    
    
    
    
    
    39531,028
    
    
    
    2,534
    
    
    
    1,128
    
    
    
    34,690
 Contingencies
     14. FINANCIAL INSTRUMENTS
   F-22




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##### Table of Contents



51JOB, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 15. CERTAIN RISKS AND CONCENTRATION
    16. SUBSEQUENT EVENTS
     F-23




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##### Table of Contents



ADDITIONAL INFORMATION  FINANCIAL STATEMENT SCHEDULE I
 51JOB, INC.
 CONDENSED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (in thousands)
    
    Note
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    US$ (Note 5)Net revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cost of services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total operating expenses
    
    
    
    
    (33,222
    )
    
    
    (30,247
    )
    
    
    (28,760
    )
    
    
    (4,213
    )Loss from operations
    
    
    
    
    (33,222
    )
    
    
    (30,247
    )
    
    
    (28,760
    )
    
    
    (4,213
    )Equity in profit of subsidiary companies, net
    
    1
    
    
    142,143
    
    
    
    118,380
    
    
    
    141,198
    
    
    
    20,686Loss from foreign currency translation
    
    
    
    
    (17,835
    )
    
    
    (17,317
    )
    
    
    (215
    )
    
    
    (31
    )Interest income
    
    
    
    
    12,541
    
    
    
    5,851
    
    
    
    376
    
    
    
    55Other expense
    
    
    
    
    (50
    )
    
    
    (66
    )
    
    
    (87
    )
    
    
    (14
    )Income before income tax expense
    
    
    
    
    103,577
    
    
    
    76,601
    
    
    
    112,512
    
    
    
    16,483Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income for the year
    
    
    
    
    103,577
    
    
    
    76,601
    
    
    
    112,512
    
    
    
    16,483
  F-24




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##### Table of Contents



ADDITIONAL INFORMATION  FINANCIAL STATEMENT SCHEDULE I
 51JOB, INC.
 CONDENSED BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2009
 (in thousands, except number of shares and per share data)
    
    Note
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    US$ (Note 5)ASSETSCurrent assets:Cash
    
    
    
    
    218,037
    
    
    
    177,266
    
    
    
    25,970Receivables due from related parties
    
    2
    
    
    3,428
    
    
    
    3,467
    
    
    
    508Prepayments and other current assets
    
    
    
    
    781
    
    
    
    70
    
    
    
    10Total current assets
    
    
    
    
    222,246
    
    
    
    180,803
    
    
    
    26,488Long term receivables due from related parties
    
    2
    
    
    318,403
    
    
    
    318,403
    
    
    
    46,646Long-term investments
    
    3
    
    
    15,927
    
    
    
    15,912
    
    
    
    2,331Investment in subsidiaries
    
    1
    
    
    673,580
    
    
    
    814,777
    
    
    
    119,365Total non-current assets
    
    
    
    
    1,007,910
    
    
    
    1,149,092
    
    
    
    168,342Total assets
    
    
    
    
    1,230,156
    
    
    
    1,329,895
    
    
    
    194,830LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Due to related parties
    
    2
    
    
    2,731
    
    
    
    2,911
    
    
    
    426Other payables and accruals
    
    
    
    
    582
    
    
    
    2,845
    
    
    
    417Total current liabilities
    
    
    
    
    3,313
    
    
    
    5,756
    
    
    
    843Total liabilities
    
    
    
    
    3,313
    
    
    
    5,756
    
    
    
    843Shareholders equity:Common shares (US$0.0001 par value; 500,000,000 shares
authorized, 56,378,139 and 55,126,859 shares issued
and outstanding as of December 31, 2008 and 2009,
respectively)
    
    
    
    
    47
    
    
    
    46
    
    
    
    7Additional paid-in capital
    
    
    
    
    917,352
    
    
    
    902,124
    
    
    
    132,162Accumulated other comprehensive income
    
    
    
    
    1,054
    
    
    
    1,067
    
    
    
    156Retained earnings, including statutory reserves
    
    
    
    
    308,390
    
    
    
    420,902
    
    
    
    61,662Total shareholders equity
    
    
    
    
    1,226,843
    
    
    
    1,324,139
    
    
    
    193,987Total liabilities and shareholders equity
    
    
    
    
    1,230,156
    
    
    
    1,329,895
    
    
    
    194,830
  F-25




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##### Table of Contents



ADDITIONAL INFORMATION  FINANCIAL STATEMENT SCHEDULE I
 51JOB, INC.
 CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (in thousands)
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009RMB
    
    
    RMB
    
    
    RMB
    
    
    US$ (Note 5)Net cash provided by operating activities
    
    
    10,307
    
    
    
    548
    
    
    
    1,693
    
    
    
    247Net cash provided used in investing activities
    
    
    (8,788
    )
    
    
    (7,972
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    4,470
    
    
    
    (4,101
    )
    
    
    (42,249
    )
    
    
    (6,189
    )Effect of foreign exchange rate changes on cash
    
    
    (17,715
    )
    
    
    (16,484
    )
    
    
    (215
    )
    
    
    (31
    )Net decrease in cash
    
    
    (11,726
    )
    
    
    (28,009
    )
    
    
    (40,771
    )
    
    
    (5,973
    )Cash, beginning of year
    
    
    257,772
    
    
    
    246,046
    
    
    
    218,037
    
    
    
    31,943Cash, end of year
    
    
    246,046
    
    
    
    218,037
    
    
    
    177,266
    
    
    
    25,970
  F-26




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##### Table of Contents



ADDITIONAL INFORMATION  FINANCIAL STATEMENT SCHEDULE I
 51JOB, INC.
 NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 1. BASIS OF PRESENTATION
     2. RELATED PARTY BALANCES
  2008
    
    
    2009RMB
    
    
    RMBReceivables due from related parties:51net HR
    
    
    748
    
    
    
    74651net Beijing
    
    
    52
    
    
    
    5251net.com Inc.
    
    
    2,628
    
    
    
    2,6693,428
    
    
    
    3,467Long term receivables due from related parties:51net.com Inc.
    
    
    318,403
    
    
    
    318,403321,831
    
    
    
    321,870Due to related parties:Qianjin Network Information Technology (Shanghai) Co., Ltd.
    
    
    381
    
    
    
    529Shanghai Qianjin Advertising Co., Ltd.
    
    
    2,350
    
    
    
    2,3822,731
    
    
    
    2,911
  3. LONG-TERM INVESTMENTS
   F-27




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##### Table of Contents



ADDITIONAL INFORMATION  FINANCIAL STATEMENT SCHEDULE I
 51JOB, INC.
 NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 4. FOREIGN CURRENCIES
   F-28