AGREEMENT AND PLAN OF MERGER Among SEEK International Investments Pty Ltd., Zebra Mergerco, Ltd. and, Zhaopin Limited Dated as of April 6, 2017Agreement and Plan of Merger • April 6th, 2017 • Zhaopin LTD • Services-help supply services • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2017 (this “Agreement”), among SEEK International Investments Pty Ltd., a proprietary company limited by shares existing under the laws of the Commonwealth of Australia (“Parent”), Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Company”), and Zhaopin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , by and between Zhaopin Limited, a Cayman Islands company (the “Company”) and (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2014 • Zhaopin LTD • Services-help supply services • New York
The Investor on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
Exclusive Equity Option Agreement By and between Xin WANG Yuanwei Xie Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd On Guangzhou Houbo Information Technology Co., Ltd June 20, 2014Exclusive Equity Option Agreement • October 10th, 2014 • Zhaopin LTD • Services-help supply services
This Exclusive Equity Option Agreement (this “Agreement”) is entered into as of June 20, 2014 in Beijing, People’s Republic of China (“PRC”)by and among:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 2014 • Zhaopin LTD • Services-help supply services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on May 5, 2014 (as amended by Amendment 1 filed with the SEC on May 15, 2014, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Loan Agreement By and between Xin WANG Yuanwei Xie And Zhilian Wangpin (Beijing) Technology Co., Ltd June 20, 2014Loan Agreement • October 10th, 2014 • Zhaopin LTD • Services-help supply services
Party C: Zhilian Wangpin (Beijing) Technology Co., Ltd (hereinafter called as the “Lender”) Address: Room 573, Shenchang Building, No. 51 Zhichun Road, Haidian District, Beijing; Legal representative: Sheng Guo
Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd July 7, 2011Consulting and Service Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Exclusive Technology Consulting and Service Agreement (this “Agreement”) is entered into as of July 7, 2011 in Beijing by and among:
Business Operations Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014Business Operations Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Business Operations Agreement (this “Agreement”) is entered into as of May 2, 2014 in Beijing, People’s Republic of China (“PRC”) by and among:
EQUITY COMMITMENT LETTER April 6, 2017Zhaopin LTD • June 21st, 2017 • Services-help supply services • New York
This letter agreement sets forth the commitments of FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., and FountainVest China Growth Capital-A Fund II, L.P. (each, a “Sponsor” and collectively, the “Sponsors”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests or other securities contemplated herein of Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Company”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zhaopin Limited (the “Company”), Merger Company and SEEK International Investments Pty Ltd. (“Parent”), Merger Company will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently wi
Business Operations AgreementBusiness Operations Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Business Operations Agreement (this “Agreement”) is entered into as of in Beijing, People’s Republic of China (“PRC”) by and among:
Exclusive Equity Option AgreementExclusive Equity Option Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Exclusive Equity Option Agreement (this “Agreement”) is entered into as of in Beijing, People’s Republic of China (“PRC”)by and among:
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
The Hillhouse Equity Sponsor and the FountainVest Equity Sponsors are hereinafter collectively referred to as the “Equity Sponsors” and are party to this Agreement solely for purposes of Section 1.2 and Article III hereof.
LIMITED GUARANTEELimited Guarantee • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
LIMITED GUARANTEE, dated as of April 6, 2017 (this “Limited Guarantee”), by FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., and FountainVest China Growth Capital-A Fund II, L.P. (each, a “Guarantor” and collectively, the “Guarantors”) in favor of Zhaopin Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of in Beijing, People’s Republic of China (“PRC”) by and among:
Business Operations Agreement By and between Hao LIU Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014Business Operations Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Business Operations Agreement (this “Agreement”) is entered into as of May 2, 2014 in Beijing, People’s Republic of China (“PRC”) by and among:
Exclusive Technology Consulting and Service Agreement By and between Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd June 20, 2014Consulting and Service Agreement • October 10th, 2014 • Zhaopin LTD • Services-help supply services
This Exclusive Technology Consulting and Service Agreement (this “Agreement”) is entered into as of June 20, 2014 in Beijing by and among:
LIMITED GUARANTEELimited Guarantee • June 21st, 2017 • Zhaopin LTD • Services-help supply services • New York
LIMITED GUARANTEE, dated as of April 6, 2017 (this “Limited Guarantee”), by Hillhouse Capital Fund III, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), in favor of Zhaopin Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
Exclusive Equity Option AgreementExclusive Equity Option Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Exclusive Equity Option Agreement (this “Agreement”) is entered into as of in Beijing, People’s Republic of China (“PRC”) by and among:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 21st, 2017 • Zhaopin LTD • Services-help supply services • Hong Kong
SHARE PURCHASE AGREEMENT, dated as of June 21, 2017 (this “Agreement”), by and among Ridgegate Proprietary Limited, a proprietary company limited by shares existing under the laws of the Commonwealth of Australia, in its capacity as trustee of the CPH Zhaopin Holdings Unit Trust (the “Seller”), and Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser”, together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in that certain Agreement and Plan of Merger, dated as of April 6, 2017, among SEEK International Investments Pty Ltd., the Purchaser and the Company (as defined below) (the “Merger Agreement”).
Equity Interest Pledge Agreement By and between Hao Liu Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Shenyang Zhilian Wangpin Advertising Co., Ltd. May 2, 2014Equity Interest Pledge Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of May 2, 2014 in Beijing, People’s Republic of China (“PRC”) by and among:
Equity Interest Pledge Agreement By and between Xin WANG Yuanwei Xie Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd June 20, 2014Interest Pledge Agreement • October 10th, 2014 • Zhaopin LTD • Services-help supply services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of June 20, 2014 in Beijing, People’s Republic of China (“PRC”) by and among:
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services • New York
This SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF ZHAOPIN LIMITED (the “Shareholders Agreement”) is effective as of this day of 2013 by and among Zhaopin Limited, a Cayman Islands exempted company (“Zhaopin” or the “Company”), the persons listed on Schedule 1 hereto (the “Existing Shareholders”), the persons listed on Schedule 2 (collectively the “Investors”), and amends and restates in its entirety the Sixth Amended and Restated Shareholders Agreement dated as of July 9, 2008 by and among the Company and the parties identified therein (the “Existing Agreement”).
EQUITY COMMITMENT LETTER April 6, 2017Zhaopin LTD • June 21st, 2017 • Services-help supply services • New York
This letter agreement sets forth the commitment of Hillhouse Capital Fund III, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests or other securities contemplated herein of Zebra Mergerco, Ltd., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Company”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zhaopin Limited (the “Company”), Merger Company and SEEK International Investments Pty Ltd. (“Parent”), Merger Company will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently with the delivery of this letter agreement, each of FountainVest China Growth Capital-A Fund II, L.P., F
Loan Agreement By and between Hao LIU Guanzhu WANG And Zhilian Wangpin (Beijing) Technology Co., LtdLoan Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
Business Operations Agreement By and between Xin WANG Yuanwei Xie Zhilian Wangpin (Beijing) Technology Co., Ltd And Guangzhou Houbo Information Technology Co., Ltd June 20, 2014Business Operations Agreement • October 10th, 2014 • Zhaopin LTD • Services-help supply services
This Business Operations Agreement (this “Agreement”) is entered into as of June 20, 2014 in Beijing, People’s Republic of China (“PRC”) by and among:
Share Purchase Agreement Zhaopin Limited Jobs DB Inc.Share Purchase Agreement • June 9th, 2014 • Zhaopin LTD • Services-help supply services • Hong Kong
A The Seller is the legal and beneficial owner of 10,000 ordinary shares in the Company, representing 100% of the total issued and outstanding share capital of the Company.
Exclusive Consulting and Service AgreementConsulting and Service Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
(In this Agreement, the companies listed in Appendix 1 are each individually referred to as “Party B”; both the above parties are called collectively as the “Parties” and respectively as a “Party”)
ZHAOPIN LIMITED 11,220,000 Class A Ordinary Shares in the form of 5,610,000 American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2014 • Zhaopin LTD • Services-help supply services • New York
Equity Interest Pledge Agreement By and between Yuanwei Xie Xin WANG Zhilian Wangpin (Beijing) Technology Co., Ltd And Beijing Zhilian Sanke Human Resources Service Co., Ltd May 2, 2014Equity Interest Pledge Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of May 2, 2014 in Beijing, People’s Republic of China (“PRC”) by and among:
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of in Beijing, People’s Republic of China (“PRC”) by and among:
ZHAOPIN LIMITED EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services • Hong Kong
This Employment Agreement (the “Agreement”) is dated as of , 20 , by and between (“Executive”) and Zhaopin Limited, a Cayman Islands exempted company (the “Company”).
Business Operations AgreementBusiness Operations Agreement • May 5th, 2014 • Zhaopin LTD • Services-help supply services
This Business Operations Agreement (this “Agreement”) is entered into as of November 1, 2011 in Beijing, People’s Republic of China (“PRC”) by and among:
