Ticker: ZPIN, Company: Zhaopin Ltd, Type: SC 13E3, Date: 2017-06-21
Original SEC Filing: Click here

---

Webplus: ZPIN/20170621/SC_13E3/2_EX-99.(A)(1)/000.htm SEC Original: v468132_ex99-a1.htm
PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2017 Shareholders of Zhaopin Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Zhaopin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on , 2017 at

---

---

Webplus: ZPIN/20170621/SC_13E3/3_EX-99.(B)(1)/000.htm SEC Original: v468132_ex99-b1.htm
EQUITY COMMITMENT LETTER April 6, 2017 ZEBRA MERGERCO, LTD. Address: c/o Citco Trustees (Cayman) Limited 89 Nexus Way Camana Bay P.O. Box 31106 Grand Cayman KY1-1205 Cayman Islands Ladies and Gentlemen: Sponsor Merger Company Merger Agreement Company Parent Merger Other Sponsor Other Sponsor Equity Commitment Letter This letter agreement sets forth the commitment of Hillhouse Capital Fund III, L.P., a

---

---

Webplus: ZPIN/20170621/SC_13E3/4_EX-99.(B)(2)/000.htm SEC Original: v468132_ex99-b2.htm
EQUITY COMMITMENT LETTER April 6, 2017 ZEBRA MERGERCO, LTD. Address: c/o Citco Trustees (Cayman) Limited 89 Nexus Way Camana Bay P.O. Box 31106 Grand Cayman KY1-1205 Cayman Islands Ladies and Gentlemen: Sponsor Sponsors Merger Company Merger Agreement Company Parent Merger Other Sponsor Other Sponsor Equity Commitment Letter This letter agreement sets forth the commitments of FountainVest China Growth Fund II,

---

---

Webplus: ZPIN/20170621/SC_13E3/5_EX-99.(C)(2)/000.htm SEC Original: v468132_ex99-c2.htm
Zhaopin Limited Fairness Analysis Presented to the Special Committee of Independent Directors April 1 , 2017 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is fu rnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of

---

---

Webplus: ZPIN/20170621/SC_13E3/6_EX-99.(D)(3)/000.htm SEC Original: v468132_ex99-d3.htm
INTERIM INVESTORS AGREEMENT Agreement This Interim Investors Agreement (this “ A. SEEK SEEK International Investments Pty Ltd., a proprietary company limited by shares existing under the laws of the Commonwealth of Australia (“ B. Hillhouse Capital Hillhouse Capital Management, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ C. Hillhouse Investor HH RSV-XVIII

---

---

Webplus: ZPIN/20170621/SC_13E3/7_EX-99.(D)(4)/000.htm SEC Original: v468132_ex99-d4.htm
LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. Guarantee (a) Merger Agreement Parent Merger Company Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its

---

---

Webplus: ZPIN/20170621/SC_13E3/8_EX-99.(D)(5)/000.htm SEC Original: v468132_ex99-d5.htm
LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guarantors Guaranteed Party 1. Guarantee (a) Merger Agreement Parent Merger Company Merger Guarantor Guaranteed Percentage Aggregate Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) (c) Each of the Guarantors agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party

---

---

Webplus: ZPIN/20170621/SC_13E3/9_EX-99.(D)(6)/000.htm SEC Original: v468132_ex99-d6.htm
SHARE PURCHASE AGREEMENT Agreement Seller Purchaser Party Parties Merger Agreement SHARE PURCHASE AGREEMENT, dated as of June 21, 2017 (this “ WITNESSETH Shares Company WHEREAS, the Seller is the owner of 16,666,666 Class B ordinary shares, par value US$0.01 per share (the “ WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase

---

---

Webplus: ZPIN/20170621/SC_13E3/1/000.htm SEC Original: v468132_sc13e3.htm

---

Company Info:

Ticker: ZPIN, Company: Zhaopin Ltd, Type: SC 13E3, Date: 2017-06-21CIK: 0001378564, Location: F4, SIC: 7363, SIC Desc: SERVICES-HELP SUPPLY SERVICES
Business Phone & Address:
5/F, SHOUKAI PLAZA,, 10 FURONG ST WANGJING, CHAOYANG DISTRICT
BEIJING 100020