0000898432-15-000937.txt : 20150729 0000898432-15-000937.hdr.sgml : 20150729 20150729141803 ACCESSION NUMBER: 0000898432-15-000937 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150729 DATE AS OF CHANGE: 20150729 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zhaopin Ltd CENTRAL INDEX KEY: 0001378564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88190 FILM NUMBER: 151012268 BUSINESS ADDRESS: STREET 1: 6/F, FOSUN INTERNATIONAL CENTRE STREET 2: 237 CHAOYANG NORTH ROAD, CHAOYANG DIST. CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 86-10-5863-5888 MAIL ADDRESS: STREET 1: 6/F, FOSUN INTERNATIONAL CENTRE STREET 2: 237 CHAOYANG NORTH ROAD, CHAOYANG DIST. CITY: BEIJING STATE: F4 ZIP: 100020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Perpetual Ltd CENTRAL INDEX KEY: 0001647273 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ANGEL PLACE, LEVEL 12 STREET 2: 123 PITT STREET CITY: SYDNEY STATE: C3 ZIP: 2000 BUSINESS PHONE: 612-9229-9134 MAIL ADDRESS: STREET 1: ANGEL PLACE, LEVEL 12 STREET 2: 123 PITT STREET CITY: SYDNEY STATE: C3 ZIP: 2000 SC 13G/A 1 sc13ga.htm
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. 1)

Zhaopin Ltd. (ADS)
(Name of Issuer)
Class A Ordinary Shares, par value $0.01 1
(Title of Class of Securities)
98954L103
(CUSIP Number)
 
February 28, 2015
(Date of Event Which Requires Filing of this Statement)
 
   
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

/ x / Rule 13d-1(b)

/   / 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.
 
Page 1 of 6
CUSIP No. 98954L103
1
NAME OF REPORTING PERSONS

 Perpetual Limited
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(SEE INSTRUCTIONS)
  
(a) ☐
(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
-0-
   
6
SHARED VOTING POWER
1,474,896
  
7
SOLE DISPOSITIVE POWER
-0-
  
8
SHARED DISPOSITIVE POWER
1,474,896
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,474,8962
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)

10.97%2
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 HC

___________________________
    
2 Represented by 392,770 American Depositary Shares. Each American Depositary Share represents two Class A Ordinary Shares, par value $0.01.
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 Limited (the “Reporting Person”)
       
Item 2(b).
  
Address of Principal Business Office or, if None, Residence:
     
   
Level 12
123 Pitt Street
Sydney, NSW 2000
Australia
       
Item 2(c).
  
Citizenship:
       
   
Perpetual 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:
     
 
/  /
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).
Page 3 of 6
 
(f)
/   /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
          
 
(g)
/ x /
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: 1,474,896 shares deemed beneficially owned by Perpetual Limited.
   
(b)
Percent of Class: 10.97%
   
(c)
Number of shares as to which Perpetual Limited has:
(i) Sole power to vote or to direct the vote 0.
(ii) Shared power to vote or to direct the vote: 1,474,896.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 1,474,896.
      
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.
      
   
Please see Exhibit A.
  
Item 8.
  
Identification and Classification of Members of the Group.
      
   
Not applicable.
 
___________________________
3 Represented by American Depositary Shares. Each American Depositary Share represents two Class A  Ordinary Shares, par value $0.01.
 

Page 4 of 6
     
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.

Page 5 of 6


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:  July 16, 2015


 
Perpetual Limited
 
   
 
By:
/s/ Joanne Hawkins
   
Name:
Joanne Hawkins
   
Title:
Secretary


 

Page 6 of 6
Exhibit A

The following is a list of the identity of each subsidiary of Perpetual Limited, the parent holding company, that beneficially owns the issuer’s common stock (through American Depositary  Receipts):

Perpetual Investment Management Limited

The subsidiary’s Item 3 classification is a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). The type of non-U.S. institution is investment adviser subject to regulation by the Australian Securities and Investments Commission.
 
 
 
 
 
Exhibit A