Exhibit 99.2
51JOB, INC.
Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
People’s Republic of China
2011 ANNUAL GENERAL MEETING OF MEMBERS
TO BE HELD ON DECEMBER 21, 2011
PROXY STATEMENT
The Board of Directors is soliciting proxies for the 2011 Annual General Meeting of Members (the “Meeting”) of 51job, Inc. (the “Company”) to be held on December 21, 2011 at 9:00 a.m., local time, or any adjournment or postponement thereof. The Meeting will be held at the Company’s principal executive offices at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China.
Members of record at the close of business on November 9, 2011 (the “Record Date”) of shares in the capital of the Company may attend the Meeting and will be entitled to vote at the Meeting or any adjournment or postponement thereof. The quorum for the Meeting shall be one or more members present in person or by proxy holding not less than 331/3% of the outstanding common shares of the Company.
A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. Every member present in person or by proxy shall be entitled to one vote in respect of each common share held by him on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed as follows:
1. To re-elect Mr. David K. Chao as a director of the Company until the close of the next annual general meeting of the Company.
2. To elect Mr. Hisayuki Idekoba as a director of the Company until the close of the next annual general meeting of the Company.
3. To re-elect Mr. James Jianzhang Liang as a director of the Company until the close of the next annual general meeting of the Company.
4. To re-elect Mr. Donald L. Lucas as a director of the Company until the close of the next annual general meeting of the Company.
5. To re-elect Mr. Rick Yan as a director of the Company until the close of the next annual general meeting of the Company.
6. To amend the Company’s 2009 Share Option Plan (the “Plan”) so as to increase the number of common shares reserved for issuance thereunder by 5,000,000, for a total of 10,000,000 common shares reserved for issuance under the Plan.
In addition, the Meeting will transact any other business properly brought before the Meeting.
The Board of Directors recommends a vote “FOR” each proposal.
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VOTING PROCEDURE FOR HOLDERS OF COMMON SHARES
For holders of the Company’s common shares, you should vote by either attending the Meeting in person or by mailing the attached proxy form as instructed therein.
VOTING PROCEDURE FOR HOLDERS OF AMERICAN DEPOSITARY SHARES
JPMorgan Chase Bank, N.A., as depositary of the American Depositary Shares (the “ADSs”), has advised the Company that it intends to mail to all holders of ADSs the Notice of the Meeting, this Proxy Statement and an ADS Voting Instruction Card. Upon the delivery of a signed and completed ADS Voting Instruction Card as instructed therein, the depositary will endeavor, to the extent practicable, to vote or cause to be voted the amount of common shares represented by the ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set for in such request. As the holder of record for all the common shares represented by the ADSs, only the depositary may vote those common shares at the Meeting. Holders of ADSs may attend, but may not vote at, the Meeting or any adjournment or postponement thereof.
The depositary and its agents are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions.
If (1) the enclosed ADS Voting Instruction Card is signed but is missing voting instructions, (2) the enclosed ADS Voting Instruction Card is improperly completed or (3) no ADS Voting Instruction Card is received by the depositary from a holder of the ADSs by December 19, 2011, the depositary shall deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote as the designated person so authorize.
AVAILABILITY OF PROXY MATERIALS
The proxy materials, including the Company’s 2010 annual report, are available at http://ir.51job.com under the heading “Annual Report.” You may request a hard copy of these documents by sending an email to the Investor Relations Department at ir@51job.com or by calling +86-21-6879-6250. There is no charge to you for requesting a copy.
DEADLINE FOR MEMBER PROPOSALS
For proposals from members to be considered and included in the proxy statement for the 2012 Annual General Meeting of Members, you must submit your proposal in writing and deliver it to the attention of the Company Secretary before July 1, 2012 at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China. The submission of a proposal does not assure that it will be included in the proxy statement or the proxy form.
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PROPOSAL NO. 1 TO NO. 5
ELECTION OF DIRECTORS
The Board of Directors currently consists of five members, four of them are non-executive directors and one is a member of management. In accordance with the Company’s Fifth Amended and Restated Memorandum and Articles of Association, at each annual general meeting, all of the directors for the time being shall retire from office, retaining office until the close of such meeting, and shall be eligible for re-election. Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. The Company’s articles presently authorize five board positions.
DIRECTORS FOR ELECTION AND RE-ELECTION
David K. Chao has been a director of the Company since 2000. Mr. Chao is a Co-founder and Managing General Partner of DCM, an early stage technology venture capital firm that manages US$1.6 billion. DCM is headquartered in Menlo Park, California and also has offices in Beijing, China and Tokyo, Japan. Prior to joining DCM, Mr. Chao was a founding executive of Japan Communications, Inc., a public provider of mobile data and voice communications services in Japan. He also worked as a management consultant at McKinsey & Company in San Francisco. Prior to that, Mr. Chao worked in marketing and product management at Apple Computer and was an account executive for Recruit Co., Ltd. Mr. Chao serves on the boards of directors of numerous DCM portfolio companies. He is a Management Board member of the Stanford Graduate School of Business Board of Trustees. He also serves on the board of directors of Legend Capital. Mr. Chao received his Bachelor of Arts degree in Economics and East Asian Studies (Anthropology) with high honors from Brown University and his Master of Business Administration degree from Stanford University.
Hisayuki Idekoba is Division Executive, Digital Media Strategy Office and Executive Manager, Net Business Promotion Office of Customer Action Platform Company, of Recruit Co., Ltd. Mr. Idekoba joined Recruit in 1999 and is currently responsible for digital media strategy and management of Recruit Incubation Partners and Media Technology Labs. In over 10 years at Recruit, he has also been involved in sales, marketing and online development activities. Mr. Idekoba received his Bachelor degree in Commerce from Waseda University in 1999.
James Jianzhang Liang has been a director of the Company since October 2010. Mr. Liang is a co-founder and the chairman of the board of directors of Ctrip.com International, Ltd., a leading travel service provider of hotel accommodations, airline tickets, packaged tours and corporate travel management in China. He served as Chief Executive Officer of Ctrip from 2000 to January 2006 and has been a member of Ctrip’s board of directors since inception. Prior to founding Ctrip, Mr. Liang held a number of technical and managerial positions with Oracle Corporation from 1991 to 1999 in the United States and China, including the head of the ERP consulting division of Oracle China from 1997 to 1999. Mr. Liang also serves on the board of directors of Home Inns & Hotel Management Inc. and Jiayuan.com International, Ltd. Mr. Liang received his Bachelor and Master degrees from the Georgia Institute of Technology. He also attended an undergraduate program at Fudan University.
Donald L. Lucas has been a director of the Company since February 2004. In 1960, Mr. Lucas began a seven-year participation, including acting as both a general partner and a limited partner with Draper, Gaither & Anderson, the first venture capital firm organized on the West Coast in the United States. Since 1967, Mr. Lucas has been actively engaged in venture capital activities as a private individual. Mr. Lucas currently serves as a board member of Cadence Design Systems, Inc. and Oracle Corporation. He also serves as a director for several privately held companies. Mr. Lucas is the former chairman of the board of the Stanford Institute for Economic Policy and Research and a Trustee of the University of Santa Clara. Mr. Lucas received his Bachelor of Arts degree from Stanford University and his Master of Business Administration degree from the Stanford Graduate School of Business.
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Rick Yan has been a director, chief executive officer and president of the Company since 2000. He is responsible for the Company’s overall strategy and management. Mr. Yan was an investor and advisor of the Company from its inception and prior to his appointment as chief executive officer. Prior to joining the Company, Mr. Yan was a Director and the Head of China Practice at Bain & Company, an international strategy consulting company. He joined the firm in London in 1989, returned to Asia and set up Bain & Company’s Hong Kong and Beijing offices in 1991 and 1993, respectively. In his 11-year tenure with Bain & Company, Mr. Yan was widely acknowledged as an expert in the consumer products and technology sectors. Prior to his affiliation with Bain & Company, Mr. Yan worked at Hewlett-Packard in Hong Kong for four years and was awarded Marketing Executive of the Year. Mr. Yan received his Bachelor of Engineering degree and Master of Philosophy degree from the University of Hong Kong and his Master of Business Administration degree with distinction from INSEAD in France.
The Board of Directors recommends a vote “FOR” the election of each director nominee.
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PROPOSAL NO. 6
AMENDMENT TO THE 51JOB, INC.
2009 SHARE OPTION PLAN
The Board of Directors approved the adoption of the 2009 Share Option Plan (the “Plan”) in April 2009 and our shareholders approved such adoption in July 2009. The Plan reserved an aggregate of 5,000,000 common shares for issuance upon the exercise of options under the Plan.
As of September 30, 2011, approximately 1.3 million common shares remained available for future grants under the Plan. The Board of Directors believes that the availability of an adequate number of common shares in the share reserve of the Plan is an important factor in attracting, motivating and retaining the best available personnel for positions of substantial responsibility to promote the success of the Company’s business.
On November 9, 2011, subject to shareholder approval, the Board of Directors increased by 5,000,000 the number of common shares authorized for issuance under the Plan to a total of 10,000,000 common shares. The Company will register the 5,000,000 share increase on a Registration Statement on Form S-8 under the Securities Act of 1933 as soon as is practicable upon receiving shareholder approval.
The Board of Directors recommends a vote “FOR” the amendment to the 51job, Inc. 2009 Share Option Plan.
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ACCESS TO CORPORATE GOVERNANCE POLICIES
The Company has adopted a Code of Business Conduct and Ethics which is available at http://ir.51job.com under the heading “Code of Conduct.” The committee charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors is available at http://ir.51job.com under the heading “Committee Charters.”
Copies of the Company’s Code of Business Conduct and Ethics as well as the committee charters will be provided free of charge upon written request to the Investor Relations Department by mail at Building 3, No. 1387, Zhang Dong Road, Shanghai 201203, People’s Republic of China.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at the Meeting. If any other business is properly brought before Meeting, proxies in the enclosed form will give authority to the proxy holders to vote on such matters at their discretion.
| By Order of the Board of Directors, |
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| /s/ Rick Yan |
| Rick Yan |
| Director, Chief Executive Officer, President and Company Secretary |
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| November 9, 2011 |
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