Form SC 13E3/A 51JOB, INC. Filed by: 51JOB, INC.

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May 6, 2022 4:34 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934

51job, Inc.
(Name of the Issuer)

51job, Inc.
Garnet Faith Limited
DCP Capital Partners II, L.P.
Oriental Poppy Limited
Mr. Nanyan Zheng
Mr. Tianyi Jiang
Alliance Ascend GP Limited
Alliance Ascend L.P.
Ocean Link Partners II GP Limited
Ocean Link Partners II GP, L.P.
Ocean Link Partners II, L.P.
Ocean Ascend Holding Limited
Ocean Ascend Limited
Mr. Rick Yan
RY Holdings Inc.
RY Elevate Inc.
51 Elevate Limited
Recruit Holdings Co., Ltd.
Ms. Kathleen Chien
LLW Holding Ltd.
(Names of Persons Filing Statement)

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)

51job, Inc.
Building 3, No. 1387 Zhang Dong Road
Shanghai 201203
People’s Republic of China
Tel: +86 21 6160 1888

Garnet Faith Limited
DCP Capital Partners II, L.P.
Oriental Poppy Limited
c/o DCP Capital
21/F, York House, The Landmark
15 Queen’s Road, Central
Hong Kong
Tel: +852 2878 9193

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Nanyan Zheng
Tianyi Jiang
Alliance Ascend GP Limited
Alliance Ascend L.P.
Ocean Link Partners II GP Limited
Ocean Link Partners II GP, L.P.
Ocean Link Partners II, L.P.
Ocean Ascend Holding Limited
Ocean Ascend Limited
Unit 2823, 28/F, AIA Central
1 Connaught Road, Central
Hong Kong
Tel: +852 3651 6101

Recruit Holdings Co., Ltd.
GranTokyo South Tower
1-9-2 Marunouchi, Chiyoda-ku
Tokyo 100-6640
Japan
Tel: +81 3 6835 1111

Rick Yan
RY Holdings Inc.
RY Elevate Inc.
51 Elevate Limited
Building 3, No. 1387 Zhang Dong Road
Shanghai 201203
People’s Republic of China
Tel: +86 21 6160 1888

Kathleen Chien
Building 3, No. 1387 Zhang Dong Road
Shanghai 201203
People’s Republic of China
Tel: +86 21 6160 1888

LLW Holding Ltd.
c/o 20F, Tower C
Star City International Plaza
10 Jiuxianqiao Road, Chaoyang District
Beijing 100016
People’s Republic of China
Tel: +86 10 5827 3388

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

With copies to:

Miranda So, Esq.
Davis Polk & Wardwell LLP
The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
Tel: +852 2533 3373

Ian C. Ho, Esq.
Simpson Thacher & Bartlett
35th Floor ICBC Tower
3 Garden Road, Central
Hong Kong
Tel: +852 2514 7600

Judie Ng Shortell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center
5 Dongsanhuan Zhonglu
Chaoyang District
Beijing 100020
People’s Republic of China
Tel: +86 10 5828 6318

Tim Gardner, Esq.
William Welty, Esq.
Weil, Gotshal & Manges LLP
29/F, Alexandra House
18 Chater Road, Central
Hong Kong
Tel: +852 3476 9000

Daniel Dusek, Esq.
Joseph Raymond Casey, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queen’s Road, Central
Hong Kong
Tel: +852 3761 3300

Brian E. Hamilton, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Tel: +1 212 558 4000

This statement is filed in connection with (check the appropriate box):

☐

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

☐

The filing of a registration statement under the Securities Act of 1933.

☐

A tender offer

☒

None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

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	Item 10 Source and Amount of Funds or Other Consideration					2
	Item 15 Additional Information					2
	Item 16 Exhibits					4

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INTRODUCTION

This Amendment No. 3 (the “Final Amendment”) to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits and annexes hereto (as amended, this “Schedule 13E-3”), is being filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):

(a)

51job, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the common shares, par value US$0.0001 per share (each, a “Share” and collectively, the “Shares”), including the Shares represented by the American depositary shares (the “ADSs”), each representing one Share, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;

(b)

Garnet Faith Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”);

(c)

DCP Capital Partners II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“DCP Fund”);

(d)

Oriental Poppy Limited, a company incorporated under the laws of the British Virgin Islands (“Oriental Poppy” and, together with DCP Fund, collectively “DCP”);

(e)

Mr. Nanyan Zheng, a citizen of the People’s Republic of China (“Mr. Zheng”);

(f)

Mr. Tianyi Jiang, a permanent resident of Hong Kong (“Mr. Jiang”);

(g)

Alliance Ascend GP Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Alliance Ascend GP”);

(h)

Alliance Ascend L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Alliance Ascend Fund”);

(i)

Ocean Link Partners II GP Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Ocean Link GP”);

(j)

Ocean Link Partners II GP, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Ocean Link Partners”);

(k)

Ocean Link Partners II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Ocean Link Fund II”);

(l)

Ocean Ascend Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Ocean Link Holdco”);

(m)

Ocean Ascend Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Ocean Link SPV” and, together with Mr. Zheng, Mr. Jiang, Alliance Ascend GP, Alliance Ascend Fund, Ocean Link GP, Ocean Link Partners, Ocean Link Fund II and Ocean Link Holdco, collectively “Ocean Link” or the “Ocean Link Filing Persons”);

(n)

Mr. Rick Yan, the chief executive officer of the Company (“Mr. Yan”);

(o)

RY Holdings Inc., a company incorporated under the laws of the British Virgin Islands (“RY Holdings”);

(p)

RY Elevate Inc., a company incorporated under the laws of British Virgin Islands (“RY Elevate”);

(q)

51 Elevate Limited, a company incorporated under the laws of the British Virgin Islands (“51 Elevate”);

(r)

Recruit Holdings Co., Ltd., a company incorporated under the laws of Japan (“Recruit”);

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(s)

Ms. Kathleen Chien, the chief operating officer and acting chief financial officer of the Company (“Ms. Chien”); and

(t)

LLW Holding Ltd., a company incorporated under the laws of the British Virgin Islands (“LLW Holding”).

Filing Persons (b) through (q) are collectively referred to herein as the “Buyer Consortium,” Filing Persons (n), (o), (p), (s) and (t) are collectively referred to herein as the “Management Continuing Shareholders,” Recruit and the Management Continuing Shareholders are collectively referred to herein as the “Continuing Shareholders,” and Filing Persons (b) through (t) are collectively referred to herein as the “Participants.”

This Schedule 13E-3 relates to the agreement and plan of merger, dated as of June 21, 2021 and amended as of March 1, 2022, between the Company and Merger Sub (prior to amendment, the “Original Merger Agreement”, and as amended, the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company (the “Surviving Company”).

This Final Amendment is being filed pursuant to Rule 13e-3(d) to report the results and other relevant information of the transaction that is the subject of the Schedule 13E-3.

All information contained in this Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person, and no Filing Person has provided any disclosure with respect to any other Filing Person. Capitalized terms used but not defined in this Final Amendment shall have the meanings given to them in the Schedule 13E-3.

Item 10 Source and Amount of Funds or Other Consideration

Item 10 is hereby supplemented by adding the following:

Acquisition Debt Financing

On April 25, 2022, Merger Sub and the Arrangers entered into a second amendment agreement (the “LBO Facilities Second Amendment Agreement”), which provides for certain amendments to the LBO Facilities Agreement. Reference is hereby made to such LBO Facilities Second Amendment Agreement, which is attached hereto as Exhibit (b)-(11) and incorporated herein by reference.

Item 15 Additional Information

Item 15(c) is hereby amended and supplemented as follows:

On April 27, 2022, at 9:00 a.m. (Shanghai time), an extraordinary general meeting of the shareholders of the Company was held at Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company authorized and approved the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and authorized each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

On May 6, 2022, the Company and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, pursuant to which the Plan of Merger shall be registered by the Registrar of Companies of the Cayman Islands as of May 6, 2022, pursuant to which the Merger became effective on May 6, 2022. As a result of the Merger, the Company will cease to be a publicly traded company and will instead be a private company beneficially owned by the Participants.

At the effective time of the Merger (the “Effective Time”), (a) each Share (other than Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$61.00 per Share and (b) each ADS issued and outstanding immediately prior to the Effective Time, together with the Share represented by such ADS, was cancelled and ceased to exist in exchange for the right to receive, upon surrender, US$61.00 per ADS (less US$0.05 per ADS

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cancellation fee payable pursuant to the terms of the deposit agreement dated as of August 8, 2014, among the Company, JPMorgan Chase Bank, N.A. (the “ADS Depositary”) and all holders from time to time of American depositary receipts issued thereunder), in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) Shares (including Shares represented by ADSs) held by the Company or any of its subsidiaries, (ii) Shares (including ADSs corresponding to such Shares) held by the ADS Depositary and reserved for issuance and allocation pursuant to the Company Share Plans (as defined below) (Shares described under the foregoing (i) and (ii) are collectively referred to herein as the “Excluded Shares”), (iii) certain Shares (including Shares represented by ADSs) held by the Continuing Shareholders (the “Continuing Shares”), and (iv) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Act (the “Dissenting Shares”). The Excluded Shares were cancelled and ceased to exist without payment of any consideration or distribution therefor. The Continuing Shares were not cancelled and remain outstanding and continue to exist without interruption as the same number of validly issued, fully paid and non-assessable shares of the Surviving Company and the Continuing Shareholders will not receive any payment of consideration therefor. The Dissenting Shares were cancelled and ceased to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Cayman Islands Companies Act.

In addition, at the Effective Time, the Company (a) instructed the ADS Depositary to provide the registered holders of ADSs with the 30 days’ notice required in order to terminate the Company’s ADS program, (b) terminated the Company’s 2009 Share Option Plan adopted in 2009 and 2015 Share Incentive Plan adopted in 2015 (as amended and restated, collectively, the “Company Share Plans”) and all relevant award agreements entered into under the Company Share Plans, and (c) cancelled all options to purchase Shares (the “Company Options”) granted under the Company Share Plans that were then outstanding, whether or not vested. As soon as practicable after the Effective Time, (i) (x) Mr. David Chao, Mr. Eric He and Mr. Li-Lan Cheng, in respect of each of their respective Company Options, whether vested or unvested, that were outstanding immediately prior to the Effective Time and (y) each other former holder of a Company Option (other than the Company Options listed in Schedule 1 to Amendment No. 1 to the Original Merger Agreement) that vested on or prior to September 30, 2021 and remained outstanding at the Effective Time (each Company Option described under the foregoing (x) and (y), a “Vested Company Option”), that was cancelled at the Effective Time will receive, from the Surviving Company or one of its subsidiaries, an amount in cash, equal to the product of (A) the excess, if any, of US$61.00 over the applicable per share exercise price of such Vested Company Option and (B) the number of Shares underlying such Vested Company Option; and (ii) each former holder of a Company Option that was not a Vested Company Option (each, an “Unvested Company Option”) that was cancelled at the Effective Time will, in exchange therefor, be provided with an employee incentive award pursuant to terms and conditions to be determined by the Surviving Company, which will be substantially the same as the terms and conditions (including as to vesting) under the Company Share Plans and the award agreement with respect to such Unvested Company Option.

As a result of the Merger, the ADS program for the ADSs will terminate and the ADSs will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Select Market (the “Nasdaq”), and the Company will cease to be a publicly traded company. The Company has requested the Nasdaq to file an application on Form 25 with the SEC to remove the ADSs from listing on the Nasdaq and withdraw registration of the common shares under section 12(b) of the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting obligations and terminate registration under section 12(g) of the Exchange Act by filing a certification and notice on Form 15 with the SEC as promptly as practicable. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

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Item 16 Exhibits

(a)-(1)*

Proxy Statement of the Company dated March 29, 2022.

(a)-(2)*

Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3)*

Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.

(a)-(4)*

Form of ADS Voting Instruction Card, each incorporated herein by reference to Annex G to the Proxy Statement.

(a)-(5)

Press Release issued by the Company, dated June 21, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on June 22, 2021.

(a)-(6)

Press Release issued by the Company, dated November 8, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on November 8, 2021.

(a)-(7)

Press Release issued by the Company, dated January 12, 2022, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 12, 2022.

(a)-(8)

Press Release issued by the Company, dated March 1, 2022, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on March 2, 2022.

(a)-(9)

Press Release issued by the Company, dated March 29, 2022, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on March 29, 2022.

(a)-(10)

Press Release issued by the Company, dated April 27, 2022, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on April 27, 2022.

(b)-(1)

Debt Commitment Letter, dated June 21, 2021, by and among Merger Sub, China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行), incorporated herein by reference to Exhibit 99.2 to Amendment No. 7 to Schedule 13D filed by Mr. Yan with the SEC on June 22, 2021.

(b)-(2)

Debt Commitment Letter, dated June 21, 2021, by and between RY Elevate and China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行), incorporated herein by reference to Exhibit 99.3 to Amendment No. 7 to Schedule 13D filed by Mr. Yan with the SEC on June 22, 2021.

(b)-(3)

Facilities Agreement, dated October 21, 2021, by and among Merger Sub, China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行), incorporated herein by reference to Exhibit 99.2 to Amendment No. 8 to Schedule 13D filed by Mr. Yan with the SEC on November 1, 2021.

(b)-(4)

Amendment to Facilities Agreement, dated March 1, 2022, by and among Merger Sub, China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行), incorporated herein by reference to Exhibit 99.7 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

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(b)-(5)

Facility Agreement, dated October 28, 2021, between RY Elevate and China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行), incorporated herein by reference to Exhibit 99.1 to Amendment No. 8 to Schedule 13D filed by Mr. Yan with the SEC on November 1, 2021.

(b)-(6)

Amendment to Facility Agreement, dated March 1, 2022, between RY Elevate and China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行), incorporated herein by reference to Exhibit 99.8 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

(b)-(7)*

Amended and Restated Equity Commitment Letter, dated March 1, 2022, by and between DCP Fund and Merger Sub.

(b)-(8)*

Amended and Restated Equity Commitment Letter, dated March 1, 2022, by and between Ocean Link Fund II and Merger Sub.

(b)-(9)

Amended and Restated Equity Commitment Letter, dated March 1, 2022, by and among RY Holdings, RY Elevate and Merger Sub, incorporated herein by reference to Exhibit 99.2 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

(b)-(10)

Amended and Restated Equity Commitment Letter, dated March 1, 2022, by and among 51 Elevate and Merger Sub, incorporated herein by reference to Exhibit 99.3 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

(b)-(11)

Second Amendment to Facilities Agreement, dated April 25, 2022, by and among Merger Sub, China Merchants Bank Co., Ltd., Shanghai Branch (招商银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行).

(c)-(1)*

Opinion of Duff & Phelps, a Kroll business operating as Kroll, LLC, dated June 21, 2021.

(c)-(2)*

Discussion materials prepared by Duff & Phelps, a Kroll business operating as Kroll, LLC, for discussion with the special committee of the board of directors of the Company, June 21, 2021.

(c)-(3)*

Opinion of Duff & Phelps, a Kroll business operating as Kroll, LLC, dated March 1, 2022, incorporated herein by reference to Annex C to the Proxy Statement.

(c)-(4)*

Discussion materials prepared by Duff & Phelps, a Kroll business operating as Kroll, LLC, for discussion with the special committee of the board of directors of the Company, dated March 1, 2022.

(d)-(1)*

Agreement and Plan of Merger, dated June 21, 2021, between the Company and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2)*

Amendment No. 1 to Agreement and Plan of Merger, dated March 1, 2022, between the Company and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(3)

Support Agreement, dated June 21, 2021, by and among Merger Sub, Mr. Yan, RY Holdings, RY Elevate, Ms. Chien and LLW Holding, incorporated herein by reference to Exhibit 99.6 to Amendment No. 7 to Schedule 13D filed by Mr. Yan with the SEC on June 22, 2021.

(d)-(4)

Support Agreement, dated June 21, 2021, by and among Merger Sub, Recruit, Oriental Poppy, Ocean Ascend and RY Elevate, incorporated herein by reference to Exhibit 99.7 to Amendment No. 7 to Schedule 13D filed by Mr. Yan with the SEC on June 22, 2021.

(d)-(5)

Amendment No. 1 to Support Agreement, dated March 1, 2022, by and among Merger Sub, Recruit, Oriental Poppy, Ocean Ascend and RY Elevate, incorporated herein by reference to Exhibit 99.5 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

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(d)-(6)*

Consent Letter, dated March 1, 2022, from the Company to Merger Sub, Recruit, Oriental Poppy, Ocean Ascend and RY Elevate.

(d)-(7)*

Amended and Restated Limited Guarantee, dated March 1, 2022, issued and delivered by DCP Fund in favor of the Company.

(d)-(8)*

Amended and Restated Limited Guarantee, dated March 1, 2022, issued and delivered by Ocean Link Fund II in favor of the Company.

(d)-(9)

Amended and Restated Limited Guarantee, dated March 1, 2022, issued and delivered by Recruit in favor of the Company, incorporated herein by reference to Exhibit 99.12 to Amendment No. 12 to Schedule 13D filed by Recruit with the SEC on March 2, 2022.

(d)-(10)

Amended and Restated Limited Guarantee, dated March 1, 2022, issued and delivered by RY Holdings and RY Elevate in favor of the Company, incorporated herein by reference to Exhibit 99.6 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

(d)-(11)

Interim Investors Agreement, dated June 21, 2021, by and among Mr. Yan, RY Holdings, RY Elevate, Recruit, Oriental Poppy, Ocean Link SPV, 51 Elevate and Merger Sub, incorporated herein by reference to Exhibit 99.8 to Amendment No. 7 to Schedule 13D filed by Mr. Yan with the SEC on June 22, 2021.

(d)-(12)

Amendment No. 1 to Interim Investors Agreement, dated March 1, 2022, by and among Mr. Yan, RY Holdings, RY Elevate, Recruit, Oriental Poppy, Ocean Link SPV, 51 Elevate and Merger Sub, incorporated herein by reference to Exhibit 99.4 to Amendment No. 10 to Schedule 13D filed by Mr. Yan with the SEC on March 2, 2022.

(f)-(1)*

Dissenters’ Rights, incorporated herein by reference to the information set forth in the Proxy Statement under the caption “Dissenters’ Rights.”

(f)-(2)*

Cayman Islands Companies Act Cap. 22 (Law 3 of 1961, as consolidated and revised) — Section 238, incorporated herein by reference to Annex D to the Proxy Statement.

(g)

Not applicable.

107*

Filing Fee Table.

Previously filed.

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SIGNATURES

After due 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 6, 2022

51job, Inc.

By:

/s/ Li-Lan Cheng

Name: Li-Lan Cheng
Title: Member of the Special Committee

Garnet Faith Limited

By:

/s/ Julian Juul Wolhardt

Name: Julian Juul Wolhardt
Title: Director

DCP Capital Partners II, L.P.

By:

DCP General Partner II, Limited, its general partner

By:

/s/ Julian Juul Wolhardt

Name: Julian Juul Wolhardt
Title: Director

Oriental Poppy Limited

By:

/s/ Julian Juul Wolhardt

Name: Julian Juul Wolhardt
Title: Director

Nanyan Zheng

/s/ Nanyan Zheng

Tianyi Jiang

/s/ Tianyi Jiang

Alliance Ascend GP Limited

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

Alliance Ascend L.P.

By:

Alliance Ascend GP Limited, its general partner

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

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Ocean Link Partners II GP Limited

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

Ocean Link Partners II GP, L.P.

By:

Ocean Link Partners II GP Limited, its general partner

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

Ocean Link Partners II, L.P.

By:

Ocean Link Partners II GP, L.P., its general partner

By:

Ocean Link Partners II GP Limited, its general partner

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

Ocean Ascend Holding Limited

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

Ocean Ascend Limited

By:

/s/ Tianyi Jiang

Name: Tianyi Jiang
Title: Director

Rick Yan

/s/ Rick Yan

RY Holdings Inc.

By:

/s/ Rick Yan

Name: Rick Yan
Title: Director

RY Elevate Inc.

By:

/s/ Rick Yan

Name: Rick Yan
Title: Director

51 Elevate Limited

By:

/s/ Rick Yan

Name: Rick Yan
Title: Director

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Recruit Holdings Co., Ltd.

By:

/s/ Masumi Minegishi

Name: Masumi Minegishi
Title: Representative Director, Chairperson

Kathleen Chien

/s/ Kathleen Chien

LLW Holding Ltd.

By:

/s/ Tao Wang

Name: Tao Wang
Title: Director

Exhibit (b)-(11)

SECOND AMENDMENT AGREEMENT

dated 25 April 2022

BETWEEN GARNET FAITH LIMITED as Company and CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. SHANGHAI BRANCH (上海浦东发展银行股份有限公司上海分行) as Arrangers and CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. SHANGHAI BRANCH (上海浦东发展银行股份有限公司上海分行) as Original Lenders and CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) as Agent and CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) as Security Agent

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Clause		Page

1.	Definitions and Interpretation	1
2.	Amendments to the Original Facilities Agreement	2
3.	Representations	2
4.	Miscellaneous	3
5.	Governing Law and enforcement	3

SCHEDULE 1	4
AMENDMENTS TO ORIGINAL FACILITIES AGREEMENT	4

THIS AGREEMENT is dated 25 April 2022 and is made between:

(1)

GARNET FAITH LIMITED, an exempted company incorporated under the laws of the Cayman Islands with limited liability with registration number 368971 and having its registered address at offices at c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands as original borrower under the Initial Facilities which will be merged into the Target on completion of the Merger and thereafter any reference to the Company means that surviving entity of the Merger (the Company);

(2)

CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行), incorporated in the PRC with limited liability as sole original mandated lead arranger (the Original Lead Arranger) and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. SHANGHAI BRANCH (上海浦东发展银行股份有限公司上海分行), incorporated in the PRC with limited liability as original joint mandated lead arranger (the Original Co-Lead Arranger, together with the original lead arranger and whether individually or together, the Arrangers);

(3)

CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. SHANGHAI BRANCH (上海浦东发展银行股份有限公司上海分行) as Original Lenders;

(4)

CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) as agent of the other Finance Parties (the Agent); and

(5)

CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) as security trustee for the Secured Parties (the Security Agent).

BACKGROUND:

(A)

The Parties (as defined below) enter into this Agreement in connection with the Original Facilities Agreement (as defined below).

(B)

The Parties intend that this Agreement will amend the Original Facilities Agreement on the date of this Agreement. Save as amended and supplemented herein, all terms and conditions of the Original Facilities Agreement (as amended and supplemented by this Agreement) shall remain unchanged and shall be binding and have full force and effect.

IT IS AGREED as follows:

Definitions and Interpretation

1.1

Definitions

In this Agreement:

Amended Facilities Agreement means the Original Facilities Agreement as amended by this Agreement.

Original Facilities Agreement means the facilities agreement originally dated 21 October 2021 entered into between, among others, the Company, the Arrangers, the Original Lenders, the Agent and the Security Agent as amended and supplemented by the Amendment Agreement.

Party means a party to this Agreement.

1.2

Construction

(a)

Unless otherwise expressly defined in this Agreement or the context otherwise requires, words and expressions defined in the Original Facilities Agreement have the same meaning in this Agreement.

(b)

Save as set out in this Agreement, the provisions of clause 1.2 (Construction) and clause 1.5 (Third party rights) of the Original Facilities Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references therein to "this Agreement" will be construed as references to this Agreement.

1.3

Finance Document

This Agreement is designated as a Finance Document by the Agent and the Company.

Amendments to the Original Facilities Agreement

2.1

Amended Facilities Agreement

For the purposes of Clause 38 (Amendments and Waivers) of the Original Facilities Agreement, the Parties agree that the Original Facilities Agreement be varied and amended by this Agreement on and from the date of this Agreement as set out in Schedule 1 (Amendments to Original Facilities Agreement).

2.2

Continuation

(a)

On and from the date hereof, the Original Facilities Agreement and this Agreement shall be read and construed as one document.

(b)

Except as otherwise provided in this Agreement, the Original Facilities Agreement and the other Finance Documents remain in full force and effect.

(c)

Save as expressly provided in this Agreement, nothing in this Agreement shall constitute or be construed as a waiver or compromise of any term or condition of the Finance Documents or of the rights of any Finance Party in relation to the Finance Documents.

(d)

On and from the date hereof, references in the Original Facilities Agreement to "this Agreement", "hereunder", "herein" and like terms or to any provision of the Original Facilities Agreement shall be construed as a reference to the Amended Facilities Agreement or a provision of the Amended Facilities Agreement, as applicable.

Representations

The Company:

(a)

confirms to each Finance Party that on the date of this Agreement the Repeating Representations are true; and

(b)

makes each Repeating Representation on the date of this Agreement as if references to the Original Facilities Agreement and Finance Documents are construed as references to this Agreement, the Amended Facilities Agreement and the Finance Documents,

in each case, each Repeating Representation is applied to the facts and circumstances then existing.

Miscellaneous

4.1

Incorporation

The provisions of clauses 34 (Notices), 36 (Partial Invalidity) and 38 (Amendments and Waivers), of the Original Facilities Agreement shall apply to this Agreement as though they were set out in full in this Agreement, except that references therein to "this Agreement" will be construed as references to this Agreement.

4.2

Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

Governing Law and enforcement

5.1

Governing Law

This Agreement is governed by Hong Kong law.

5.2

Enforcement

Clause 42 (Enforcement) of the Original Facilities Agreement shall apply to this Agreement as though it was set out in full in this Agreement, except that references therein to "this Agreement" will be construed as references to this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

AMENDMENTS TO ORIGINAL FACILITIES AGREEMENT

Terms defined in or construed for the purposes of the Original Facilities Agreement have the same meaning when used in this Schedule unless given a different meaning herein.

No.

Clause Reference

Provisions in the Original Facilities Agreement

Amendments to the Original Facilities Agreement

Definition of “Account Control Agreement” in Clause 1.1 (Definitions)

Account Control Agreement means any account control agreement entered into between, amongst others, the relevant Target Group Members and an Original Cash Bridge Facility (Tranche A) Lender in respect of any CBF Tranche A Cash or an Original Cash Bridge Facility (Tranche B) Lender in respect of any CBF Tranche B Cash (as the case may be) on or prior to the Initial Utilisation Date in respect of the Initial Term Facility with account control mechanism therein to be effective from the Closing Date in the form agreed by the Company and the Agent on or prior to the Signing Date.

The definition of “Account Control Agreement” shall be deleted in its entirety and be replaced with the following:

Account Control Agreement means any account control agreement entered into between, amongst others, the relevant Target Group Members and an Original Cash Bridge Facility (Tranche A) Lender in respect of any CBF Tranche A Cash or an Original Cash Bridge Facility (Tranche B) Lender in respect of any CBF Tranche B Cash (as the case may be) on or prior to the Initial Utilisation Date in respect of a Cash Bridge Facility with account control mechanism therein to be effective from the Closing Date in the form agreed by the Company and the Agent on or prior to the Signing Date.

Definition of “Availability Period” in Clause 1.1 (Definitions)

Availability Period means:

(a)            (in relation to the first Utilisation of each Initial Facility) the period from and including the Signing Date to and including the earliest of:

(i)             the Initial Utilisation Date in respect of the Initial Term Facility;

(ii)           the first date on which the Merger Agreement is terminated or ceases to have effect and has lapsed in accordance with its terms; and

(iii)           the date falling 12 months from the date of the Amendment Agreement;

(b)            (in relation to any subsequent Utilisation of the Initial Term Facility) the period from and including the Initial Utilisation Date in respect of the Initial Term Facility to and including the date falling 24 Months after the Initial Utilisation Date in respect of the Initial Term Facility; or

(c)            (in relation to any Additional Facility) the availability period specified in the Additional Facility Notice delivered by the Company in accordance with Clause 2.3 (Additional Facility) for that Additional Facility.

The definition of “Availability Period” shall be deleted in its entirety and be replaced with the following:

Availability Period means:

(a)            in relation to the Initial Term Facility, the period from and including the Signing Date to and including the earlier of:

(i)            the first date on which the Merger Agreement is terminated or ceases to have effect and has lapsed in accordance with its terms; and

(ii)           the date falling 24 Months from the date of the Second Amendment Agreement;

(b)           in relation to each Cash Bridge Facility, the period from and including the Signing Date to and including the earliest of:

(i)            the first date on which the Merger Agreement is terminated or ceases to have effect and has lapsed in accordance with its terms;

(ii)           the date falling 12 Months from the date of the Second Amendment Agreement; and

(iii)           the first Utilisation Date of the Initial Term Facility; or

(c)           (in relation to any Additional Facility) the availability period specified in the Additional Facility Notice delivered by the Company in accordance with Clause 2.3 (Additional Facility) for that Additional Facility.

Definition of “Facilities Fee Letter” in Clause 1.1 (Definitions)

Facilities Fee Letter means the fee letter dated on or about the date of this Agreement between, among others, the Company and the Arrangers in relation to the applicable Margin and fees in connection with this Agreement.

The definition of “Facilities Fee Letter” shall be deleted in its entirety and be replaced with the following:

Facilities Fee Letter means the fee letter dated on or about the date of the Second Amendment Agreement between, among others, the Company and the Arrangers in relation to the applicable Margin and fees in connection with this Agreement, as amended and supplemented from time to time.

Definition of “Finance Document” in Clause 1.1 (Definitions)

Finance Document means this Agreement, the Amendment Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Agreement, the Deed of Guarantee, any CBF Security Coordination Agreement, any Resignation Letter, any Selection Notice, any Increase Confirmation - Cancelled Commitments, any Ancillary Document, any Transaction Security Document, any Account Control Agreement (prior to the granting of any CBF Security), any Utilisation Request, any Additional Facility Notice, any Additional Facility Lender Accession Notice and any other document designated as a Finance Document by the Agent and the Company in writing, provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)            the definition of Material Adverse Effect;

(b)           paragraph (a) of the definition of Permitted Transaction;

(d)           Clauses 2.4 (Finance Parties’ rights and obligations) and 2.5 (Obligors’ Agent);

(e)            the definition of Transaction Security Documents;

(f)            paragraph (a)(v) of Clause 1.2 (Construction); and

(g)           Clause 25 (Events of Default) (other than Clause 25.14 (Repudiation and rescission of agreements) and Clause 25.17 (Acceleration)),

and for the avoidance of doubt, a Hedging Agreement shall be a Finance Document for the purpose of the Deed of Guarantee.

The definition of “Finance Document” shall be deleted in its entirety and be replaced with the following:

Finance Document means this Agreement, the Amendment Agreement, the Second Amendment Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Agreement, the Deed of Guarantee, any CBF Security Coordination Agreement, any Resignation Letter, any Selection Notice, any Increase Confirmation - Cancelled Commitments, any Ancillary Document, any Transaction Security Document, any Account Control Agreement (prior to the granting of any CBF Security), any Utilisation Request, any Additional Facility Notice, any Additional Facility Lender Accession Notice and any other document designated as a Finance Document by the Agent and the Company in writing, provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)           the definition of Material Adverse Effect;

(b)            paragraph (a) of the definition of Permitted Transaction;

(d)           Clauses 2.4 (Finance Parties’ rights and obligations) and 2.5 (Obligors’ Agent);

(e)           the definition of Transaction Security Documents;

(f)            paragraph (a)(v) of Clause 1.2 (Construction); and

(g)            Clause 25 (Events of Default) (other than Clause 25.14 (Repudiation and rescission of agreements) and Clause 25.17 (Acceleration)),

and for the avoidance of doubt, a Hedging Agreement shall be a Finance Document for the purpose of the Deed of Guarantee.

Definition of “First Utilisation Date” in Clause 1.1 (Definitions)

No equivalent provision in the Original Facilities Agreement.

The following definition shall be added after the definition of “First Test Date” in Clause 1.1 (Definitions):

First Utilisation Date means the Initial Utilisation Date in respect of an Initial Facility which first occurs under this Agreement.

The definitions of “Additional Security Provider”, “First Test Date”, Paragraph (a) of the definition of “Permitted Joint Venture Investment”, paragraph (g) of the definition of “Permitted Loan”, paragraph (j)(iii) of the definition of “Permitted Payment”, paragraph (i) of “Permitted Share Issue”, Clause 1.11 (Management amendments), Clause 4.1 (Initial Conditions Precedent), Clause 5.2(b) (Completion of a Utilisation Request for Loans), Clause 20.1 (Transaction expenses), Clause 22.1 (Financial statements), Clause 22.6 (Controlled Entities Documents), Clause 24.29 (Conditions subsequent), 24.30 (Loan Disbursement Account), Part A (Term Facility) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent) and Schedule 10 (Security Principles)

All the references to “Initial Utilisation Date in respect of the Initial Term Facility” or similar expression.

All the references to “Initial Utilisation Date in respect of the Initial Term Facility” in the definitions of “Additional Security Provider”, “First Test Date”, Paragraph (a) of the definition of “Permitted Joint Venture Investment”, paragraph (g) of the definition of “Permitted Loan”, paragraph (j)(iii) of the definition of “Permitted Payment”, paragraph (i) of “Permitted Share Issue”, Clause 1.11 (Management amendments), Clause 4.1 (Initial Conditions Precedent), Clause 5.2(b) (Completion of a Utilisation Request for Loans), Clause 20.1 (Transaction expenses), Clause 22.1 (Financial statements), Clause 22.6 (Controlled Entities Documents), Clause 24.29 (Conditions subsequent), 24.30 (Loan Disbursement Account), Part A (Term Facility) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent) and Schedule 10 (Security Principles) shall be deleted in its entirety and replaced with “the First Utilisation Date”.

For the avoidance of doubt, the title of Part A (Term Facility) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent) (being “Part A – Term Facility”) shall be deleted in its entirety and be replaced with “Part A – Any Initial Facility”.

Sub-paragraph (j)(iii)(G) of the definition of “Permitted Payment” in Clause 1.1 (Definitions)

(G)        US$30,000,000 (or its equivalent) in aggregate during the period from (and including) the sixth anniversary of the Initial Utilisation Date of the Initial Term Facility to (and including) the Termination Date of the Initial Utilisation Date of the Initial Term Facility;

Sub-paragraph (j)(iii)(G) of the definition of “Permitted Payment” in Clause 1.1 (Definitions) shall be deleted in its entirety and be replaced with the following:

(G)        US$30,000,000 (or its equivalent) in aggregate during the period from (and including) the sixth anniversary of the First Utilisation Date to (and including) the Termination Date of the Initial Term Facility;

Definition of “Permitted Security Release” in Clause 1.1 (Definitions)

Permitted Security Release means:

(a)      the release of any Transaction Security for the purpose of facilitating or completing any Permitted Transaction; and

(b)     the release of any CBF Security pursuant to paragraph (j) of Clause 24.29 (Conditions subsequent).

The definition of “Permitted Security Release” shall be deleted in its entirety and be replaced with the following:

Permitted Security Release means:

(a)          the release of any Transaction Security for the purpose of facilitating or completing any Permitted Transaction;

(b)           the release of any CBF Security pursuant to paragraph (j) of Clause 24.29 (Conditions subsequent); and

(c)           the release of any Transaction Security (other than any CBF Security) on the earlier of (i) the date on which the Initial Term Facility Commitment is cancelled by the Company in full and (ii) the date immediately following the last day of the Availability Period of the Initial Term Facility, provided that no Initial Term Facility Loan is outstanding as at such date.

Definition of “Second Amendment Agreement” in Clause 1.1 (Definitions)

No equivalent provision in the Original Facilities Agreement.

The following definition shall be added after the definition of “Screen Rate” in Clause 1.1 (Definitions):

Second Amendment Agreement means the second amendment agreement to this Agreement dated _____________________________ 2022 between, among others, the Company, the Arrangers and the Agent.

10.

Definition of “Total Cash Bridge Facility (Tranche A) Commitments (Collateralised)” in Clause 1.1 (Definitions)

No equivalent provision in the Original Facilities Agreement.

The following definition shall be added after the definition of “Total Cash Bridge Facility (Tranche A) Commitments” in Clause 1.1 (Definitions):

Total Cash Bridge Facility (Tranche A) Commitments (Collateralised) means an amount in US$ of the Total Cash Bridge Facility (Tranche A) Commitments as notified by the Company to the Agent pursuant to Clause 5.9 (Collateralised Commitments of Cash Bridge Facilities), provided that such amount shall not exceed the Total Cash Bridge Facility (Tranche A) Commitments.

11.

Definition of “Total Cash Bridge Facility (Tranche B) Commitments (Collateralised)” in Clause 1.1 (Definitions)

No equivalent provision in the Original Facilities Agreement.

The following definition shall be added after the definition of “Total Cash Bridge Facility (Tranche B) Commitments” in Clause 1.1 (Definitions):

Total Cash Bridge Facility (Tranche B) Commitments (Collateralised) means an amount in US$ of the Total Cash Bridge Facility (Tranche B) Commitments as notified by the Company to the Agent pursuant to Clause 5.9 (Collateralised Commitments of Cash Bridge Facilities), provided that such amount shall not exceed the Total Cash Bridge Facility (Tranche B) Commitments.

12.

Clause 1.2 (Construction)

No equivalent provision in the Original Facilities Agreement.

The following paragraph shall be added as new paragraph (x) of Clause 1.2 (Construction):

(x)           Any reference to “the Cash Bridge Facility (Tranche A) Loan” or “the Cash Bridge Facility (Tranche B) Loan” in this Agreement shall refer to any and all Cash Bridge Facility (Tranche A) Loans or Cash Bridge Facility (Tranche B) Loans (as the case may be).

13.B

Sub-paragraph (iii) of paragraph (a) of Clause 4.3 (Certain Funds Utilisation)

(iii)        (in respect of any subsequent Utilisation of the Initial Term Facility which is applied towards the payment of the Portfolio Company Liability or any other purchase price payable for the Merger pursuant to the Merger Documents but not yet funded by the first Utilisation of the Initial Term Facility) only) the Agent has, on or prior to the proposed Utilisation Date in respect of such Initial Term Facility, received (or the Agent has waived the requirement to receive) evidence that at least 50% of such Portfolio Company Liability has been funded or will be funded concurrently with the proposed Utilisation by way of New Shareholder Injections.

Sub-paragraph (iii) of paragraph (a) of Clause 4.3 (Certain Funds Utilisation) shall be deleted in its entirety and be replaced with the following:

(iii)          (in respect of any subsequent Utilisation of any Initial Facility which is applied towards the payment of the Portfolio Company Liability or any other purchase price payable for the Merger pursuant to the Merger Documents only) the Agent has, on or prior to the proposed Utilisation Date in respect of such Initial Facility, received (or the Agent has waived the requirement to receive) evidence that the aggregate amount of the Equity Investment (on a cumulative basis and including any New Shareholder Injection to be made on or before the proposed Utilisation Date) is not less than 50 per cent of the aggregate amount of (x) the aggregate amount of the Equity Investment (on a cumulative basis and including any New Shareholder Injection to be made on or before the proposed Utilisation Date), (y) the aggregate amount drawn under the Initial Term Facility and the Cash Bridge Facilities (on a cumulative basis and including any amount to be drawn on the proposed Utilisation Date), and (z) the cumulative Target Cash which has been or will be applied on the proposed Utilisation Date towards the Portfolio Company Liability or any other purchase price payable for the Merger pursuant to the Merger Documents, and the aggregate amount of (x), (y) and (z) will be sufficient to pay for the Portfolio Company Liability or any other purchase price which the Company is required to pay for the Merger pursuant to the Merger Documents on a cumulative basis as at the proposed Utilisation Date; and

14.

Sub-paragraph (iv) of paragraph (a) of Clause 4.3 (Certain Funds Utilisation)

No equivalent provision in the Original Facilities Agreement.

The following paragraph shall be added as a new sub-paragraph (a)(iv) of Clause 4.3 (Certain Funds Utilisation):

(iv)         (in respect of any Utilisation of the Initial Term Facility) the Agent has received evidence that the balance standing to the credit of the Debt Service Reserve Account is or will not be less than the Debt Service Reserve Amount applicable to the Debt Service Reserve Period starting on that Utilisation Date.

15.

Clause 4.5 (a) (Maximum number of Utilisations and limitation)

(a)       Unless otherwise agreed by the Agent, the Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i)         more than eight Initial Term Facility Loans would be outstanding;

(ii)       more than one Cash Bridge Facility (Tranche A) Loan would be outstanding; and

(iii)      more than one Cash Bridge Facility (Tranche B) Loan would be outstanding.

Clause 4.5 (a) (Maximum number of Utilisations and limitation) shall be deleted in its entirety and be replaced with the following:

(a)       Unless otherwise agreed by the Agent, the Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i)         more than eight Initial Term Facility Loans would be outstanding;

(ii)       more than five Cash Bridge Facility (Tranche A) Loans would be outstanding; and

(iii)      more than five Cash Bridge Facility (Tranche B) Loans would be outstanding.

16.

Clause 4.5 (c) (Maximum number of Utilisations and limitation)

(c)       The Cash Bridge Facility (Tranche A) and the Cash Bridge Facility (Tranche B) may only be utilised on the Initial Utilisation Date in respect of the Initial Term Facility.

Clause 4.5 (c) (Maximum number of Utilisations and limitation) shall be deleted in its entirety and be replaced with the following:

17.

Clause 5.2 (Completion of a Utilisation Request for Loans)

No equivalent provision in the Original Facility Agreement.

The following paragraph should be added as a new paragraph (c) of Clause 5.2 (Completion of a Utilisation Request for Loans):

18.

Clause 5.9 (Collateralised Commitments of Cash Bridge Facilities)

No equivalent provision in the Original Facility Agreement.

The following paragraph should be added as a new Clause 5.9 (Collateralised Commitments of Cash Bridge Facilities):

The Company shall, on or prior to the date falling three (3) PRC Business Days prior to the proposed Initial Utilisation Date in respect of a Cash Bridge Facility, give a notice in writing to the Agent in which it shall specify the respective amount of the Total Cash Bridge Facility (Tranche A) Commitments (Collateralised) and the Total Cash Bridge Facility (Tranche B) Commitments (Collateralised), being the amount it will draw under the respective Cash Bridge Facilities in aggregate and pursuant to which the amount of Cash of the Target Group Members will be calculated for the purposes of Paragraphs (h)(i) and (h)(ii) of Clause 24.29 (Conditions subsequent) and Part B (Cash Bridge Facilities) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent) and any part of the Total Cash Bridge Facility (Tranche A) Commitments which exceeds the Total Cash Bridge Facility (Tranche A) Commitments (Collateralised) and any part of the Total Cash Bridge Facility (Tranche B) Commitments which exceeds the Total Cash Bridge Facility (Tranche B) Commitments (Collateralised) will be deemed to be cancelled by the Company pursuant to Clause 9.2 (Voluntary cancellation) on the Initial Utilisation Date in respect of a Cash Bridge Facility.

19.

Paragraph (h)(i) of Clause 24.29 (Conditions subsequent)

The reference to “the aggregate amount of Cash Bridge Facility (Tranche A) Loan outstanding as at the Initial Utilisation Date in respect of the Cash Bridge Facility (Tranche A)”

The reference to “the aggregate amount of Cash Bridge Facility (Tranche A) Loan outstanding as at the Initial Utilisation Date in respect of the Cash Bridge Facility (Tranche A)” shall be deleted in its entirety and replaced with “the Total Cash Bridge Facility (Tranche A) Commitments (Collateralised)”.

20.

Paragraph (h)(ii) of Clause 24.29 (Conditions subsequent)

(ii)         within 15 Business Days of the Initial Utilisation Date in respect of the Cash Bridge Facility (Tranche B), first priority Transaction Security is granted over Cash held in the onshore bank accounts of Onshore Group Members opened with each Original Cash Bridge Facility (Tranche B) Lender (the CBF Tranche B Accounts) with an aggregate credit balance of Cash in RMB in the CBF Tranche B Accounts of an amount which is equal to or greater than the aggregate amount of Cash Bridge Facility (Tranche B) Loan outstanding as at the Initial Utilisation Date in respect of the Cash Bridge Facility (Tranche B) multiplied by (A) 1.10 (if the Base Currency of the Cash Bridge Facility (Tranche B) Loan is RMB or, if the Base Currency of the Cash Bridge Facility (Tranche B) Loan is US$, FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB and such Cash in RMB is converted to the CBF Currency using the exchange rate agreed in such FX hedging) or (B) 1.15 (if the Base Currency of the Cash Bridge Facility (Tranche B) Loan is US$ and no FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB, in which case, for the purpose of this calculation, such currency will be converted to the CBF Currency at the CBF Exchange Rate as at the date falling one PRC Business Day before the CBF Security Signing Date in relation to the Cash Bridge Facility (Tranche B)) (CBF Tranche B Cash, together with CBF Tranche A Cash, CBF Cash), provided that in each case the CBF Tranche B Cash shall be deposited and maintained in the CBF Tranche B Accounts opened with each Original Cash Bridge Facility (Tranche B) Lender in an amount pro rata to its Cash Bridge Facility (Tranche B) Commitment (all the requirements on the amount of the CBF Tranche B Cash in this paragraph (ii) collectively being the CBF Tranche B Cash Requirements);

Paragraph (h)(ii) of Clause 24.29 (Conditions subsequent) shall be deleted in its entirety and be replaced with the following:

(ii)           within 15 Business Days of the Initial Utilisation Date in respect of the Cash Bridge Facility (Tranche B), first priority Transaction Security is granted over Cash held in the onshore bank accounts of Onshore Group Members opened with each Original Cash Bridge Facility (Tranche B) Lender (the CBF Tranche B Accounts) with an aggregate credit balance of Cash in RMB in the CBF Tranche B Accounts of an amount which is equal to or greater than the Total Cash Bridge Facility (Tranche B) Commitments (Collateralised) multiplied by (A) 1.10 (if the Base Currency of the Cash Bridge Facility (Tranche B) Loan is RMB or, if the Base Currency of the Cash Bridge Facility (Tranche B) Loan is US$, FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB and such Cash in RMB is converted to the CBF Currency using the exchange rate agreed in such FX hedging) or (B) 1.15 (if the Base Currency of the Cash Bridge Facility (Tranche B) Loan is US$ and no FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB, in which case, for the purpose of this calculation, such currency will be converted to the CBF Currency at the CBF Exchange Rate as at the date falling one PRC Business Day before the CBF Security Signing Date in relation to the Cash Bridge Facility (Tranche B)) (CBF Tranche B Cash, together with CBF Tranche A Cash and in each case, subject to any release and reduction pursuant to paragraph (j) of this Clause 24.29 below, CBF Cash), provided that in each case the CBF Tranche B Cash shall be deposited and maintained in the CBF Tranche B Accounts opened with each Original Cash Bridge Facility (Tranche B) Lender in an amount pro rata to its Cash Bridge Facility (Tranche B) Commitment (all the requirements on the amount of the CBF Tranche B Cash in this paragraph (ii) collectively being the CBF Tranche B Cash Requirements);

21.

Sub-paragraph (j)(ii)(C) of Clause 24.29 (Conditions subsequent)

(C)   the CBF Cash shall be repatriated to a Dividends Collection Account held by an Offshore Material Company with the Agent or its Affiliates and shall be applied towards prepayment of the relevant Cash Bridge Facility Loan within one Business Day after such proceeds are credited into the aforementioned Dividends Collection Account.

Sub-paragraph (j)(ii)(C) of Clause 24.29 (Conditions subsequent) shall be deleted in its entirety and be replaced with the following:

(C)  the CBF Cash shall be repatriated to a Dividends Collection Account held by an Offshore Material Company with the Agent or its Affiliates and shall be applied towards prepayment of the relevant Cash Bridge Facility Loan within one Business Day after such proceeds are credited into the aforementioned Dividends Collection Account;

22.

Paragraph (j) of Clause 24.29 (Conditions subsequent)

No equivalent provision in the Original Facility Agreement.

The following paragraphs shall be added as new sub-paragraphs (j)(iv) and (j)(v) of Clause 24.29 (Conditions subsequent):

(iv)         (after the expiry of the Availability Period of Cash Bridge Facility (Tranche A)) if the amount of CBF Tranche A Cash standing to the credit of the CBF Tranche A Accounts exceeds the aggregate amount of Cash Bridge Facility (Tranche A) Loans outstanding as at the end of the Availability Period of the Cash Bridge Facility (Tranche A) multiplied by (A) 1.10 (if the Base Currency of the Cash Bridge Facility (Tranche A) Loans is RMB or, if the Base Currency of the Cash Bridge Facility (Tranche A) Loans is US$, FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB and such Cash in RMB is converted to the CBF Currency using the exchange rate agreed in such FX hedging) or (B) 1.15 (if the Base Currency of the Cash Bridge Facility (Tranche A) Loans is US$ and no FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB, in which case, for the purpose of this calculation, such currency will be converted to the CBF Currency at the CBF Exchange Rate as at the date of proposed release), in an amount up to such excess at the request of the Company; or

(v)          (after the expiry of the Availability Period of Cash Bridge Facility (Tranche B)) if the amount of CBF Tranche B Cash standing to the credit of the CBF Tranche B Accounts exceeds the aggregate amount of Cash Bridge Facility (Tranche B) Loans outstanding as at the end of the Availability Period of the Cash Bridge Facility (Tranche B) multiplied by (A) 1.10 (if the Base Currency of the Cash Bridge Facility (Tranche B) Loans is RMB or, if the Base Currency of the Cash Bridge Facility (Tranche B) Loans is US$, FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB and such Cash in RMB is converted to the CBF Currency using the exchange rate agreed in such FX hedging) or (B) 1.15 (if the Base Currency of the Cash Bridge Facility (Tranche B) Loans is US$ and no FX hedging in the CBF Currency has been entered into in connection with such Cash denominated in RMB, in which case, for the purpose of this calculation, such currency will be converted to the CBF Currency at the CBF Exchange Rate as at the date of proposed release), in an amount up to such excess at the request of the Company,

23.

Paragraph 11 of Part A (Term Facility) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent)

11. Evidence that the Debt Service Reserve Account is opened and the balances standing to the credit of such account is or will not be less than the Debt Service Reserve Amount applicable to the Debt Service Reserve Period starting on the Initial Utilisation Date in respect of the Initial Term Facility.

Paragraph 11 of Part A (Term Facility) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent) shall be deleted in its entirety and be replaced with the following:

11. Evidence that the Debt Service Reserve Account is opened.

24.

Paragraph 2 of Part B (Cash Bridge Facilities) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent)

The reference to “the amount of proposed Cash Bridge Facility (Tranche A) Loan to be drawn”

The reference to “the amount of proposed Cash Bridge Facility (Tranche A) Loan to be drawn” shall be deleted in its entirety and replaced with “the Total Cash Bridge Facility (Tranche A) Commitments (Collateralised)”.

25.

Paragraph 3 of Part B (Cash Bridge Facilities) of Part I (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent and Conditions Subsequent)

The reference to “the amount of proposed Cash Bridge Facility (Tranche B) Loan to be drawn”

The reference to “the amount of proposed Cash Bridge Facility (Tranche B) Loan to be drawn” shall be deleted in its entirety and replaced with “the Total Cash Bridge Facility (Tranche B) Commitments (Collateralised)”.