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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zhaopin Limited American Depositary Shares, Each Reprenting Two Ordinary Shares (delisted) | NYSE:ZPIN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.20 | 0 | 01:00:00 |
Richard A. Hornung
Cayman Corporate Centre, 3rd Floor
18 Fort Street
George Town, Grand Cayman
345-749-8642
|
Brian Lee
c/o FountainVest Partners (Asia) Limited
Suite 705-708 ICBC Tower
3 Garden Road, Central, Hong Kong
+(852) 3972-3900
|
with copies to:
Akiko Mikumo, Esq.
Weil, Gotshal & Manges LLP
29/F Alexandra House
18 Chater Road, Central
Hong Kong, S.A.R.
+(852) 3476-9000
|
with copies to:
Douglas C. Freeman, Esq.
Victor Chen, Esq.
Paul Hastings
21-22/F Bank of China Tower
1 Garden Road
Hong Kong
+ (852) 2867-1288
|
* |
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.
|
CUSIP No. 98954L103
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1
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NAME OF REPORTING PERSON.
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Zebra Mergerco, Ltd.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
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(b)
|
☐
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF (See Item 3)
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||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
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|||
|
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||||
8
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SHARED VOTING POWER
|
|
|
||
16,666,666 Class A ordinary shares
|
|
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|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,666,666 Class A ordinary shares
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,666,666 shares
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
|
|
|
||
38.0%
(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
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|||
|
|
(1) |
All percentages are based on the sum of (a) an aggregate of 27,137,409 shares of Class A ordinary shares issued and outstanding as of August 17, 2017 (excluding 12,818,218 Class A ordinary shares issued to the ADS Depositary and reserved for future grants under the Issuer
’
s share incentive plans), as reported in the Issuer
’
s Amendment No. 2 to Schedule 13e-3 filed on August 17, 2017 plus (b) the conversion of the 16,666,666 Class B ordinary shares acquired by the Reporting Persons into Class A ordinary shares pursuant to the consummation of the transaction pursuant to which this Schedule 13D is being filed, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 84,926,543 Class B ordinary shares issued and outstanding as of August 17, 2017 (which amount became 68,259,877 Class B ordinary shares following the automatic conversion of 16,666,666 Class B ordinary shares acquired by the Reporting Persons in connection with the transaction pursuant to which this Schedule 13D is being filed) were converted into Class A ordinary shares, the reported percentage would be 14.9%.
|
CUSIP No. 98954L103
|
1
|
NAME OF REPORTING PERSON.
|
|
|
||
Hillhouse Capital Management, Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
16,666,666 Class A ordinary shares
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,666,666 Class A ordinary shares
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,666,666 shares
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
|
|
|
||
38.0%
(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(2) |
All percentages are based on the sum of (a) an aggregate of 27,137,409 shares of Class A ordinary shares issued and outstanding as of August 17, 2017 (excluding 12,818,218 Class A ordinary shares issued to the ADS Depositary and reserved for future grants under the Issuer
’
s share incentive plans), as reported in the Issuer
’
s Amendment No. 2 to Schedule 13e-3 filed on August 17, 2017 plus (b) the conversion of the 16,666,666 Class B ordinary shares acquired by the Reporting Persons into Class A ordinary shares pursuant to the consummation of the transaction pursuant to which this Schedule 13D is being filed, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 84,926,543 Class B ordinary shares issued and outstanding as of August 17, 2017 (which amount became 68,259,877 Class B ordinary shares following the automatic conversion of 16,666,666 Class B ordinary shares acquired by the Reporting Persons in connection with the transaction pursuant to which this Schedule 13D is being filed) were converted into Class A ordinary shares, the reported percentage would be 14.9%.
|
CUSIP No. 98954L103
|
1
|
NAME OF REPORTING PERSON.
|
|
|
||
FountainVest China Growth Partners GP2 Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
16,666,666 ordinary shares
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,666,666 ordinary shares
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,666,666 shares
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
|
|
|
||
38.0
(3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(3) |
All percentages are based on the sum of (a) an aggregate of 27,137,409 shares of Class A ordinary shares issued and outstanding as of August 17, 2017 (excluding 12,818,218 Class A ordinary shares issued to the ADS Depositary and reserved for future grants under the Issuer
’
s share incentive plans), as reported in the Issuer
’
s Amendment No. 2 to Schedule 13e-3 filed on August 17, 2017 plus (b) the conversion of the 16,666,666 Class B ordinary shares acquired by the Reporting Persons into Class A ordinary shares pursuant to the consummation of the transaction pursuant to which this Schedule 13D is being filed, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 84,926,543 Class B ordinary shares issued and outstanding as of August 17, 2017 (which amount became 68,259,877 Class B ordinary shares following the automatic conversion of 16,666,666 Class B ordinary shares acquired by the Reporting Persons in connection with the transaction pursuant to which this Schedule 13D is being filed) were converted into Class A ordinary shares, the reported percentage would be 14.9%.
|
Item 1 |
Security and Issuer
|
Item 2 |
Identity and Background
|
Item 3 |
Source and Amount of Funds or Other Considerations
|
Item 4 |
Purpose of Transaction
|
Item 5 |
Interest in Securities of the Issuer
|
Item 6 |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7 |
Materials to Be Filed as Exhibits
|
Exhibit
|
Description
|
|
Joint Filing Agreement, dated as of September 1, 2017, by and among Zebra Mergerco, Ltd., Hillhouse Capital Management, Ltd. and
FountainVest China Growth Partners GP2 Ltd.
|
||
Share Purchase Agreement, dated as of June 21, 2017, by and among Zebra Mergerco, Ltd. and Ridgegate Proprietary Limited, in its capacity as trustee of the CPH Zhaopin Holdings Unit Trust (incorporated by reference to Exhibit (d)-(6) of the Schedule 13e-3 filed by Zhaopin Limited with the SEC on June 21, 2017).
|
||
Agreement and Plan of Merger, dated as of April 6, 2017, by and among SEEK International Investments Pty Ltd. and Zebra Mergerco, Ltd. (incorporated by reference to Exhibit 99.2 of the Form 6-K filed by Zhaopin Limited with the SEC on April 6, 2017).
|
ZEBRA MERGERCO, LTD.
|
|||
By:
|
/s/ Colm John O’Connell
|
||
Name: Colm John O’Connell
|
|||
Title: Director
|
|||
HILLHOUSE CAPITAL MANAGEMENT, LTD.
|
|||
By:
|
/s/ Cuifang (Tracy) Ma
|
||
Name: Cuifang (Tracy) Ma
|
|||
Title: Authorised Signatory
|
FOUNTAINVEST CHINA GROWTH PARTNERS GP2 LTD.
|
|||
By:
|
/s/ Brian Lee
|
||
Name: Brian Lee
|
|||
Title: Authorized Signatory
|
1 Year Zhaopin Limited Chart |
1 Month Zhaopin Limited Chart |
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