Form SC 13D/A 51JOB, INC. Filed by: Yan Rick

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 6)

 

51job, Inc.

(Name of Issuer)

 

Common Shares, par value US$0.0001 per share**

American Depositary Shares, each representing one Common Share

(Title of Class of Securities)

 

316827104***

(CUSIP Number)

 

Rick Yan

Building 3

No. 1387, Zhang Dong Road

Shanghai 201203

People’s Republic of China

+86-21-6160-1888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 4, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** Not for trading but only in connection with the listing of American depositary shares on the NASDAQ Global Select Market.

 

*** CUSIP number of the American Depositary Shares, each representing one Common Share.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

CUSIP No. 316827104

 

1.		Names of Reporting Persons. Rick Yan
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Hong Kong SAR, People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With		7.		Sole Voting Power 12,612,264*
		8.		Shared Voting Power 0
		9.		Sole Dispositive Power 12,612,264*
		10.		Shared Dispositive Power 0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 12,612,264*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 18.5%**
14.		Type of Reporting Person (See Instructions) IN

 

*

Consists of: (i) 11,315,815 common shares and 544,449 common shares in the form of ADSs (as defined below) held by RY Holdings Inc.; (ii) 20,000 common shares in the form of ADSs held by the Reporting Person (as defined below); and (iii) 732,000 common shares in the form of ADSs issuable to the Reporting Person upon the exercise of vested options within 60 days after the date hereof. See Item 5.

**

Percentage calculated based on 68,164,934 common shares deemed to be outstanding with respect to the Reporting Person, which consists of: (i) 67,432,934 common shares outstanding as of March 31, 2021, as reported in the Form 20-F (as defined below); and (ii) 732,000 common shares in the form of ADSs issuable to the Reporting Person upon the exercise of vested options within 60 days after the date hereof. See Item 5.

 

 

This Amendment No. 6 (this “Amendment”) amends and supplements the Statement on Schedule 13D filed by Rick Yan (“Mr. Yan” or the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on September 15, 2006 (the “Original Schedule”) as amended by Amendments No. 1 through 5 (the Original Schedule as so amended, the “Schedule 13D”) with respect to common shares, par value $0.0001 per share (“Common Shares”), of 51job, Inc. (the “Issuer”), including Common Shares represented by American depositary shares (“ADSs”), each ADS representing one Common Share. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

 

On May 4, 2021, Mr. Yan, DCP Services Limited and Ocean Link Partners Limited (collectively, the “Initial Consortium Members”) entered into a letter agreement (the “Consortium Letter”) pursuant to which the Initial Consortium Members agreed to (i) jointly submit the Updated Proposal (as defined below); (ii) use their respective good faith efforts to further the implementation of the Proposed Transaction (as defined below) as soon as possible but in any event within ninety (90) calendar days after the date of the Consortium Letter (the “Exclusivity Period”); and (iii) during the Exclusivity Period, work exclusively with each other to implement the Proposed Transaction.

 

On May 4, 2021, Mr. Yan and the other Initial Consortium Members jointly submitted an updated preliminary non-binding proposal letter (the “Updated Proposal”) to the board of directors of the Issuer expressing their interest in participating in the transaction initially proposed by DCP Capital Partners, L.P. in a preliminary non-binding proposal letter dated September 17, 2020 (which was included as Exhibit A to Exhibit 99.1 of the Form 6-K furnished by the Issuer to the SEC on September 17, 2020), to acquire all of the outstanding Common Shares of the Issuer, including Common Shares represented by ADSs, for US$79.05 in cash per Common Share or ADS (in each case other than those Common Shares or ADSs that may be rolled over in connection with such transaction) (the “Proposed Transaction”).

 

If the Proposed Transaction is entered into and consummated, the ADSs will be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange Act will terminate. In addition, the consummation of the Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

 

No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Transaction will be entered into or consummated. The Updated Proposal provides that a binding obligation with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documentation.

 

The Reporting Person reserves his right to change his plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Person may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the Consortium Letter. Subject to the terms of the Consortium Letter, the Reporting Person may, from time to time, acquire or cause affiliates to acquire additional Common Shares and/or ADSs, dispose of some or all of his Common Shares and/or ADSs, engage in short-selling or hedging or similar transactions with respect to the Common Shares and/or ADSs, and/or continue to hold Common Shares and/or ADSs.

 

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Consortium Letter and the Updated Proposal, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and which are incorporated herein by reference.

 

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) – (b) The responses of the Reporting Person to Rows 7 through 13 of the cover page of this Amendment are incorporated herein by reference. As of the date hereof, Mr. Yan may be deemed to beneficially own, and have sole voting and dispositive power with respect to, an aggregate of 12,612,264 Common Shares, consisting of: (i) 11,315,815 Common Shares and 544,449 Common Shares in the form of ADSs held by RY Holdings Inc., a British Virgin Islands company wholly owned by Mr. Yan; (ii) 20,000 Common Shares in the form of ADSs held by Mr. Yan; and (iii) 732,000 Common Shares in the form of ADSs issuable to Mr. Yan upon the exercise of vested options within 60 days after the date hereof, collectively representing approximately 18.5% of the 68,164,934 Common Shares deemed to be outstanding with respect to the Reporting Person, which consists of: (i) 67,432,934 Common Shares outstanding as of March 31, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the SEC on April 23, 2021 (the “Form 20-F”); and (ii) 732,000 Common Shares in the form of ADSs issuable to Mr. Yan upon the exercise of vested options within 60 days after the date hereof.

 

(c) Except as disclosed elsewhere in this Amendment, the Reporting Person has not effected any transactions in the Common Shares (including Common Shares in the form of ADSs) during the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of Issuer

 

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

 

Item 4 of this Amendment is incorporated herein by reference.

 

On May 4, 2021, Mr. Yan and the other Initial Consortium Members entered into the Consortium Letter described in Item 4 of this Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

On May 4, 2021, Mr. Yan and the other Initial Consortium Members submitted to the board of directors of the Issuer the Updated Proposal described in Item 4 of this Amendment, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit 99.1		Consortium Letter, dated May 4, 2021.
Exhibit 99.2		Updated Proposal, dated May 4, 2021.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 4, 2021

 

	Rick Yan
	/s/ Rick Yan

 

 

 

Exhibit 99.1

 

CONSORTIUM LETTER

 

This CONSORTIUM LETTER, dated as of May 4, 2021 (this “Letter”), is made by and among Mr. Rick Yan (the “Founder”), DCP Services Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “DCP”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”) (the Founder, DCP and Ocean Link, collectively, the “Initial Consortium Members”, and DCP and Ocean Link, collectively, the “Sponsors”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 7.1 hereof.

 

WHEREAS, the Parties propose to respectively use best efforts to develop and undertake a taking-private acquisition transaction (the “Transaction”) with respect to 51job, Inc., a company incorporated under the laws of the Cayman Islands and listed on the NASDAQ Stock Market (the “NASDAQ”) (the “Company”), pursuant to which the Parties or their Affiliates will acquire all of the outstanding Company Shares not already beneficially owned by the Parties or any of their Affiliates, and the Company would be delisted from the NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

 

WHEREAS, on September 17, 2020, DCP submitted a preliminary non-binding proposal letter to the board of directors of the Company (the “Company Board”) in connection with the Transaction, and the Initial Consortium Members wish to, on or about the date hereof, submit an updated preliminary non-binding proposal letter to the Company Board in substantially the form attached as Schedule A hereto (the “Proposal”).

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.

Proposal and Consortium; Participation

 

1.1          Proposal and Consortium. The Initial Consortium Members shall jointly submit the Proposal to the Company Board on or about the date hereof and shall use their respective good faith efforts to further the implementation of the Transaction as soon as possible but in any event within the Exclusivity Period (as defined in Section 2.1).

 

1.2          Participation. The Parties agree to act in good faith to pursue the Transaction as a consortium acting together as contemplated by this Letter.

 

2.

Exclusivity

 

2.1          Exclusivity Period. During the period beginning on the date hereof and ending on the date which is ninety (90) calendar days after the date of this Letter, which may be extended as jointly agreed by all Initial Consortium Members in writing (the “Exclusivity Period”), each Party agrees that such Party shall (and shall cause his or its Affiliates to):

 

(a)            work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Company and its business; (ii) conduct negotiations with the Company; and (iii) prepare, negotiate and finalize the definitive documents in connection with the Transaction; and

 

(b)            not, and shall not permit his or its Affiliates, directly or indirectly, to (i) propose an Alternative Transaction, or seek, solicit, initiate, induce, facilitate or encourage (including by way of furnishing any non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue an Alternative Transaction; (iii) finance or offer to finance any Alternative Transaction, including by offering any equity or debt finance or contribution of Company Shares or other securities in the Company, or provide a voting agreement in support of any Alternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is inconsistent with the provisions of this Letter or the Transaction as contemplated by this Letter; or (v) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.1(b)(i) to Section 2.1(b)(iv).

 

 

Notwithstanding the foregoing provisions of this Section 2.1, to the extent the Company (including the Company Board or any committee thereof) specifically requests that the Founder cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by the Founder, and the Founder (solely in his capacity as a member of the Company Board and not in his capacity as a shareholder) determines that he is obligated in such capacity to cooperate with the Company (including the Company Board or any committee thereof) in order to comply with his fiduciary duties under Cayman Islands law, the Founder may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

 

3.

Termination

 

3.1          Termination.

 

(a)            Subject to Section 3.2(a), this Letter shall terminate with respect to all Parties at any time upon a written agreement among all Parties.

 

(b)            Subject to Section 3.2(a), this Letter shall terminate automatically and without any further action on the part of any Party upon the expiration (including any extensions thereof pursuant to a written agreement among all Parties) of the Exclusivity Period, or upon any formal rejection of the Transaction by the Company Board or any committee thereof.

 

3.2          Effect of Termination.

 

(a)            Upon termination of this Letter pursuant to Section 3.1 (Termination), each of Section 3.2 (Effect of Termination), Section 4.2 (Confidentiality), Section 5.1(b) (Expenses and Fee Sharing) and Article 6 (Miscellaneous) shall continue to bind the Parties.

 

(b)            Without prejudice to Section 3.2(a) and any liability for failure to comply with the terms of this Letter prior to its termination, which shall survive such termination, the Parties shall not otherwise be liable to each other in relation to this Letter after termination.

 

4.

Announcements and Confidentiality

 

4.1          Announcements. No announcements or other statement regarding the subject matter of this Letter shall be issued or made by any Party either to the Company (including the Company Board or any committee thereof) or to the public without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by applicable laws, a court of competent jurisdiction, a regulatory body or securities exchange, and then only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Notwithstanding the foregoing, each Party may make any Schedule 13D filings, or amendments thereto, in respect of the Company that such Party reasonably believes is required under applicable laws without the prior written consent of the other Parties; provided that each such Party shall coordinate with the other Parties in good faith regarding the content and timing of such filings or amendments in connection with the Transaction.

 

 

4.2          Confidentiality. Except as permitted under this Section 4.2 or Section 4.3, each Party (the “Recipient”) shall not, and shall direct his or its Affiliates, Prospective Limited Partners (with respect to the Sponsors) and Representatives and such Affiliates’ or Prospective Limited Partners’ Representatives (collectively, the “Permitted Recipients”) not to, without the prior written consent of any Party that discloses Confidential Information (the “Discloser”), disclose any Confidential Information obtained from the Discloser to any other person. A Recipient may disclose any Confidential Information to any of his or its Permitted Recipients that is engaged in pursuing or evaluating the Transaction and whose knowledge of such information is reasonably necessary for such purpose and who (prior to such disclosure) agrees with such Recipient to maintain the confidentiality of such Confidential Information as set out herein or is otherwise bound by applicable laws or rules of professional conduct to keep such information confidential; provided that, subject to Section 4.3, no Recipient may disclose any Confidential Information to any actual or potential equity financing source (other than any Affiliate, limited partner or Prospective Limited Partner (as applicable) of such Recipient or such Recipient’s Affiliate) without the prior written consent of the other Parties. Each Party shall not, and shall direct his or its Permitted Recipients to whom Confidential Information is disclosed not to, use any Confidential Information for any purpose other than exclusively for the purposes of this Letter or the Transaction.

 

4.3          Permitted Disclosures. A Party may disclose Confidential Information: (a) if required by applicable laws or the rules and regulations of any securities exchange or Governmental Authority of competent jurisdiction over a Party, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent legally permissible and reasonably practicable; (b) if such Confidential Information is publicly available other than through a breach of this Letter by such Party or its Permitted Recipients; or (c) to a Permitted Recipient as contemplated by Section 4.2.

 

5.

Transaction Costs

 

5.1          Expenses and Fee Sharing.

 

(a)            Upon consummation of the Transaction, the Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction (collectively, the “Consortium Transaction Expenses”), including, for the avoidance of doubt, the reasonable fees, expenses and disbursements of (i) the advisors retained by the Parties in connection with the Transaction (each as named in Schedule B or as otherwise agreed in writing by the Parties) (including those costs and expenses incurred in connection with any due diligence investigation conducted by the Sponsors with respect to the Company, but excluding fees, expenses and disbursements of any separate advisors retained by a Party unless such fees, expenses and disbursements are agreed to in writing in advance by the Parties); and (ii) the financial institutions which may be arranged by the Parties to provide debt financing to support the Transaction or otherwise in connection with such debt financing.

 

(b)            If (i) an agreement and plan of merger involving the Company for purposes of effecting the Transaction (the “Merger Agreement”) is not entered into prior to the termination of this Letter in accordance with the terms hereof and (ii) Section 5.1(c) does not apply, the Sponsors shall share (allocated among the Sponsors in proportion to the number of equity securities in the Company each would have held (directly or indirectly) if the closing pursuant to the Merger Agreement had occurred) the Consortium Transaction Expenses incurred in connection with the Transaction except any legal fees payable to the Founder’s legal counsel, which shall be borne by the Founder.

 

 

(c)            If the failure to enter into the Merger Agreement as described in Section 5.1(b) results primarily from the unilateral breach of this Letter by one Party (or his or its Affiliates), then the breaching Party shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse each non-breaching Party for all of its out-of-pocket costs and expenses incurred in connection with the Transaction, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Party.

 

6.

Miscellaneous

 

6.1          Entire Agreement. This Letter constitutes the entire agreement among the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to the subject matter of the foregoing.

 

6.2          Counterparts. This Letter may be executed in counterparts and all counterparts taken together shall constitute one document.

 

6.3          Governing Law. This Letter shall be governed by, and construed in accordance with, the laws of Hong Kong without regard to the conflicts of law principles thereof.

 

6.4          Dispute Resolution. Any disputes, actions and proceedings against any Party arising out of or in any way relating to this Letter shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.4.

 

7.

Definitions and Interpretations

 

7.1

Definitions. In this Letter, unless the context requires otherwise:

 

“ADSs” means the Company’s American Depository Shares, each representing one common share, par value US$0.0001 per share, of the Company.

 

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; including, for the avoidance of doubt, any affiliated investment funds of a Party or any investment vehicles of such Party or such funds; provided, however, that with respect only to Parties that are a private equity, sovereign or other funds in the business of making investments in portfolio companies managed independently, including without limitation DCP and Ocean Link, no portfolio company of any such Party or its Affiliate (including portfolio company of any affiliated investment fund or investment vehicle of such Party or such funds) shall be deemed to be an Affiliate of such Party.

 

“Alternative Transaction” means any inquiry, proposal or offer from any person (other than the Consortium) relating to (i) any direct or indirect acquisition or purchase of any capital stock or other equity interest representing a controlling interest in the Company, or a merger, consolidation or other business combination transaction involving a change of control of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto or (ii) a transfer, sale or lease of all or substantially all of the assets of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto that are used or have been used in the conduct of their respective businesses.

 

“Company Shares” means, collectively, the common shares, par value US$0.0001 per share, issued by the Company, including such shares represented by the ADSs.

 

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by a Party from any other Party in connection with this Letter, the Proposal or the Transaction, unless such information (w) is already or becomes known to the receiving Party prior to the disclosure thereof by the disclosing Party, (x) is provided to the receiving Party by a third party which is not known by such receiving Party to be bound by a duty of confidentiality to the disclosing Party, (y) is or becomes publicly available other than through a breach of this Letter by such receiving Party, or (z) is developed independently by or for the receiving Party without using any Confidential Information, and (b) the existence or terms of, and any negotiations or discussions relating to, this Letter, the Proposal and any definitive documentation in respect of the Transaction.

 

 

“Consortium” means the consortium formed by the Parties to undertake the Transaction.

 

“Governmental Authority” means any nation or government, any agency, self-regulatory body, public, regulatory or taxing authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal.

 

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

 

“Prospective Limited Partner” means, with respect only to any Party that is a private equity, sovereign or other fund in the business of making investments in portfolio companies managed independently, including without limitation DCP and Ocean Link, any potential investor who is being approached by such Party to become a limited partner of such Party.

 

“Representative” of a person means that person’s officers, directors, employees, accountants, counsel, financial advisors, consultants, other advisors, general partners and limited partners.

 

[Signatures begin on next page]

 

 

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

 

	Rick Yan
	/s/ Rick Yan
	Notice details:
	Address:	Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People’s Republic of China
	Facsimile:	+86 21 6879 6233

 

[Signature Page to Consortium Letter]

 

 

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

 

		DCP Services Limited
	By:	/s/ Julian Wolhardt
		Name:	Julian Wolhardt
		Title:	Director
		Notice details:
		Address:	21/F, York House, The Landmark, 15 Queen’s Road Central, Hong Kong
		Attention:	Julian Wolhardt
		Facsimile:	+852 2878 9002
		E-mail:	[email protected]

 

[Signature Page to Consortium Letter]

 

 

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

 

		Ocean Link Partners Limited
	By:	/s/ Tony Tianyi Jiang
		Name:	Tony Tianyi Jiang
		Title:	Partner
		Notice details:
		Address:	Room 1220, Unit 02A, 12/F International Commerce Centre 1 Austin Road, West Kowloon Hong Kong
		Attention:	Tony Tianyi Jiang
		Facsimile:	+852 3421 0430
		E-mail:	[email protected]

 

[Signature Page to Consortium Letter]

 

 

 

Exhibit 99.2

 

Updated Preliminary Non-Binding Proposal

to Acquire All Outstanding Shares in 51job, Inc.

 

May 4, 2021

 

The Board of Directors

51job, Inc.

Building 3, No. 1387 Zhang Dong Road

Shanghai 201203

People’s Republic of China

 

Dear Members of the Board of Directors,

 

Reference is made to the preliminary non-binding proposal dated September 17, 2020 (the “Original Proposal,” as amended and updated by this letter and as may be further amended and updated from time to time, the “Proposal”) from DCP Capital Partners, L.P. (together with its affiliated investment entities, “DCP”) to acquire all of the outstanding common shares of 51job, Inc. (the “Company,” and such acquisition, the “Transaction”).

 

We, DCP, Ocean Link Partners Limited (together with its affiliated investment entities, “Ocean Link”), and Mr. Rick Yan, the Chief Executive Officer of the Company (collectively, the “Initial Consortium Members”), are pleased to update the Proposal to, among other things, inform you that we are forming a buyer consortium with respect to the proposed Transaction (the “Consortium”).

 

We believe that our Proposal provides an attractive opportunity for the Company’s shareholders. The Proposal represents a premium of 25.38% to the Company’s volume-weighted average price during the last 30 days, and a premium of 28.89% to the Company’s last closing price on May 3, 2021.

 

The Proposal also represents a premium of 18.82% to the Company’s volume-weighted average price during the last 30 days preceding the Original Proposal, and a premium of 16.05% to the Company’s last closing price immediately preceding the Original Proposal.

 

Set forth below are the updated key terms of our Proposal:

 

1.            Consortium Members. The Initial Consortium Members have agreed to work exclusively with each other in pursuing the proposed Transaction. The Initial Consortium Members in the aggregate hold approximately 17.62% of the total voting power of the Company’s issued and outstanding shares.

 

2.            Purchase Price. The consideration will be payable in cash at a price equivalent to US$79.05 per common share of the Company. We propose to acquire all of the outstanding common shares of the Company and the American Depositary Shares of the Company (each, an “ADS”, representing one common share of the Company), in each case other than those ADSs or common shares that may be rolled over in connection with the proposed Transaction.

 

 

3.            Funding. We intend to fund the Transaction with equity capital and debt financing. We expect the commitments for the required funding, subject to the terms and conditions set forth in the equity and debt financing documents, to be in place when the definitive agreements for the Transaction (the “Definitive Agreements”) are signed. Equity financing will be provided by the Initial Consortium Members and any additional members we may accept into the Consortium.

 

4.            Due Diligence. The Initial Consortium Members, together with our advisors, have significant experience in structuring and consummating transactions of this type. We believe that we will be in a position to complete customary legal, financial, and accounting due diligence for the Transaction in a timely manner and in parallel with discussions on the Definitive Agreements.

 

5.            Definitive Agreements. We are prepared to promptly negotiate and finalize Definitive Agreements providing for the Transaction. These documents will provide for representations, warranties, covenants, and conditions that are typical, customary, and appropriate for transactions of this type.

 

6.            Process. We believe that the Transaction will provide superior value to the Company’s shareholders. We understand that the Company’s Board of Directors has established a special committee (the “Special Committee”) comprised of independent directors to evaluate our Proposal and any alternative strategic options that the Company may pursue. We look forward to promptly engaging with the Special Committee and its advisors to discuss our Proposal.

 

In considering our Proposal, you should be aware that the Initial Consortium Members are interested only in pursuing the Transaction and do not intend to sell their shares in any other transaction involving the Company.

 

7.            About DCP. DCP is a leading international private equity firm founded by experienced private equity investors in Greater China. The DCP team previously led KKR and Morgan Stanley’s private equity businesses in Asia, with an outstanding long-term track record across multiple economic cycles. DCP is supported by a diverse group of world-class long-term institutional investors around the globe. Over the past 28 years, the DCP team has led a number of successful transactions and nurtured numerous industry leaders in China such as Ping An Insurance, Mengniu Dairy, Haier Electronics, China International Capital Corp, Venus Medtech, Dongbao Pharmaceutical, Oriental Yuhong, YFD Education, Xingsheng Selected, Simple Love Yoghurt, Nanfu Battery, Far East Horizon, COFCO Meat, Hotwon, Hengan Intl., Belle Intl., Modern Dairy and United Envirotech. Combining its global investment experience and extensive local network, the DCP team has accumulated deep industry knowledge and strong operational capabilities. As a disciplined and operationally focused investor, DCP is committed to building long-term, win-win partnerships with portfolio companies and support value creation initiatives.

 

 

8.            About Ocean Link. Ocean Link is a private equity firm with a focus on China’s consumer, travel and TMT sectors. Ocean Link currently manages two USD funds and an RMB Fund. With teams in Shanghai, Beijing and Hong Kong, Ocean Link invests in the leading companies across the value chain and sub-verticals of the abovementioned sectors.

 

9.            No Binding Commitment. This letter constitutes only a preliminary proposal and does not constitute any binding offer or commitment with respect to the Transaction. Any binding legal obligations will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

 

In closing, we would like to express our commitment to working together to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding our Proposal, please do not hesitate to contact us. We look forward to hearing from you.

 

Sincerely,

 

 

		DCP Services Limited
	By:	/s/ Julian Wolhardt
		Name: Julian Wolhardt
		Title: Director

 

[Signature Page to Proposal Letter]

 

 

		Ocean Link Partners Limited
	By:	/s/ Tony Tianyi Jiang
		Name: Tony Tianyi Jiang
		Title: Partner

 

[Signature Page to Proposal Letter]

 

 

	Rick Yan
	/s/ Rick Yan

 

[Signature Page to Proposal Letter]

 

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