51job, Inc. Announces Completion of Merger

51job, Inc., a leading provider of integrated human resource services in China, announced the completion of the merger with Garnet Faith Limited, an exempted Company with limited liability incorporated under the laws of the Cayman Islands, pursuant to the previously announced agreement and plan of merger, dated as of June 21, 2021, as amended by amendment No. 1 to agreement and plan of merger, dated as of March 1, 2022, between the Company and Merger Sub, and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands. In the Merger, Merger Sub merged with and into the Company, with the Company continuing as the surviving company. As a result of the Merger, the Company has become a privately held company and its ADSs will no longer be listed on the NASDAQ Global Select Market.

In accordance with the terms of the Merger Agreement and the Plan of Merger, which were approved by the Company’s shareholders at an extraordinary general meeting held on April 27, 2022, each common share, par value US$0.0001 per share, of the Company issued, outstanding and not represented by American depositary shares of the Company immediately prior to the effective time of the Merger, other than the Excluded Shares, the Continuing Shares and the Dissenting Shares, has been cancelled and ceased to exist, in exchange for the right to receive US$61.00 in cash per Share without interest, and each outstanding ADS, other than ADSs representing Excluded Shares and Continuing Shares, together with each Share represented by such ADSs, has been cancelled in exchange for the right to receive US$61.00 in cash per ADS without interest.

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Registered shareholders immediately prior to the Effective Time who are entitled to the Merger Consideration will receive a letter of transmittal and instructions on how to surrender their Shares in exchange for the Merger Consideration and should wait to receive the letter of transmittal before surrendering their Shares. Payment of the Merger Consideration (less an ADS cancellation fee of US$0.05 per ADS), without interest and net of any applicable withholding taxes, will be made to holders of ADSs as soon as practicable after JPMorgan Chase Bank, N.A., the ADS depositary, receives the aggregate Merger Consideration payable to holders of ADSs from the paying agent.

The Company also announced today that it requested that trading of its ADSs on the NASDAQ be suspended as of May 6, 2022. The Company requested that the NASDAQ file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of its ADSs on the NASDAQ and the section 12(b) deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations and terminate registration under 12(g) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC as promptly as practicable. The Company’s obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

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In connection with the Merger, Kroll, LLC, operating through its Duff & Phelps Opinions Practice, is serving as financial advisor to the committee of independent and disinterested directors established by the board of directors of the Company (the “Special Committee”); Davis Polk & Wardwell LLP is serving as U.S. legal counsel to the Special Committee; Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel to the Company; Jun He Law Offices is serving as PRC legal counsel to the Company; and, Maples and Calder LLP is serving as Cayman Islands legal counsel to the Company.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland & Ellis LLP and Weil, Gotshal & Manges LLP are serving as international co-counsels to the investor consortium (the “Consortium”); Fangda Partners is serving as PRC legal counsel to the Consortium; and, Ogier and Harney Westwood & Riegels are serving as Cayman Islands legal counsels to the Consortium.

Sullivan & Cromwell LLP is serving as legal counsel to Recruit Holdings Co., Ltd., the Company’s largest shareholder (“Recruit”); Conyers Dill & Pearman LLP is serving as Cayman Islands legal counsel to Recruit; Haiwen & Partners is serving as PRC legal counsel to Recruit; and, JPMorgan Securities Japan Co., Ltd. is serving as financial advisor to Recruit.

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