SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )
Zhaopin Ltd. (ADS)
(Name of Issuer)
Class A Ordinary Shares, par value $0.011
(Title of Class of Securities)
98954L103
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ / | Rule 13d-1(b) |
/x / | Rule 13d-1(c) |
/ / | Rule 13d-1(d) |
1 | The Reporting Person holds American Depositary Shares. Each American Depositary Share represents two Class A Ordinary Shares, par value $0.01. |
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CUSIP No. 98954L103 | ||
1 | NAME OF REPORTING PERSONS Perpetual Investment Management Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (SEE INSTRUCTIONS) (b) | |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION AUSTRALIA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 785,540 |
6 | SHARED VOTING POWER -0- | |
7 | SOLE DISPOSITIVE POWER 785,540 | |
8 | SHARED DISPOSITIVE POWER -0- | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 785,5402 | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.84%2 | |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) FI |
2 | Represented by 392,770 American Depositary Shares. Each American Depositary Share represents two Class A Ordinary Shares, par value $0.01. |
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Item 1(a). | Name of Issuer: | ||
Zhaopin Ltd | |||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | ||
6/F, Fosun International Centre 237 Chaoyang North Road Chaoyan District Beijing 100020 People’s Republic of China | |||
Item 2(a). | Name of Person Filing: | ||
Perpetual Investment Management Limited (the “Reporting Person”) | |||
Item 2(b). | Address of Principal Business Office or, if None, Residence: | ||
Level 12 Angel Place 123 Pitt Street Sydney, NSW 2000 Australia | |||
Item 2(c). | Citizenship: | ||
Perpetual Investment Management Limited – Australia corporation | |||
Item 2(d). | Title of Class of Securities: | ||
Class A Ordinary Shares, $0.01 par value (the “Shares”) | |||
Item 2(e). | CUSIP Number: | ||
98954L103 | |||
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | ||
/x / | Not applicable. | ||
(a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | / / | Investment company registered under Section 8 of the Investment Company Act. | |
(e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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(f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
(g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
(h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
(i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
(j) | / / | Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). | |
(k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ | |
Item 4. | Ownership.3 | ||
(a) | Amount beneficially owned: 785,540 shares deemed beneficially owned by Perpetual Investment Management Limited. | ||
(b) | Percent of Class: 5.84% | ||
(c) | Number of shares as to which Perpetual Investment Management Limited has: | ||
(i) Sole power to vote or to direct the vote 785,540. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 785,540. (iv) Shared power to dispose or to direct the disposition of 0. | |||
Item 5. | Ownership of Five Percent or Less of a Class. | ||
Not applicable. | |||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
Not applicable. | |||
Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | ||
Perpetual Investment Management Limited, as the investment manager to its clients, which include funds and separately managed accounts (collectively, the “Perpetual Accounts”), may be deemed the beneficial owner of the 785,540 shares owned by the Perpetual Accounts. |
3 Represented by American Depositary Shares. Each American Depositary Share represents two Class A Ordinary Shares, par value $0.01.
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The filing of this Schedule 13G shall not be construed as an admission that the Reporting Person is, for purposes of Sections13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. | |
Item 8. | Identification and Classification of Members of the Group. |
Not applicable. | |
Item 9. | Notice of Dissolution of Group. |
Not applicable. | |
Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
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SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 29, 2015
Perpetual Investment Management Limited | ||||
By: | /s/ | |||
Name: | Glenda Charles | |||
Title: | Deputy Company Secretary |
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