UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
Commission File Number: 000-50841
51job, Inc.
(Translation of registrant’s name into English)
Building 3
No. 1387 Zhang Dong Road
Shanghai 201203
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
51JOB, INC. | |||
By: | /s/ Rick Yan | ||
Name: | Rick Yan | ||
Title: | President and Chief Executive Officer |
Date: November 15, 2019
EXHIBIT INDEX
Exhibit | Description |
99.1 | Press release regarding third quarter 2019 unaudited financial results dated November 14, 2019 |
99.2 | Notice of Annual General Meeting of Members of 51job, Inc. dated November 8, 2019 |
99.3 | Proxy Statement for 2019 Annual General Meeting of Members of 51job, Inc. |
99.4 | Form of Proxy Form and Written Consent for Holders of Common Shares |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Linda Chien
Investor Relations
51job, Inc.
+86-21-6879-6250
ir@51job.com
51job, Inc. Reports Third Quarter 2019 Financial Results
SHANGHAI, November 14, 2019 – 51job, Inc. (Nasdaq: JOBS) (“51job” or the “Company”), a leading provider of integrated human resource services in China, announced today its unaudited financial results for the third quarter of 2019 ended September 30, 2019.
Third Quarter 2019 Financial Highlights:
· | Net revenues increased 3.6% over Q3 2018 to RMB989.0 million (US$138.4 million) |
· | Online recruitment services revenues decreased 2.4% |
· | Other human resource related revenues increased 16.4% |
· | Gross margin was 69.0% compared with 71.7% in Q3 2018 |
· | Income from operations was RMB256.7 million (US$35.9 million) |
· | Fully diluted earnings per share was RMB4.44 (US$0.62) |
· | Excluding share-based compensation expense and gain from foreign currency translation, as well as the related tax effect of these items, non-GAAP adjusted fully diluted earnings per share was RMB4.49 (US$0.63) |
Commenting on the results, Rick Yan, President and Chief Executive Officer of 51job, said, “The diverse nature and strength of our proven, integrated HR solutions model enabled us to maintain solid profitability in the third quarter. Although near-term hiring sentiment remains weak and has negatively affected our online recruitment business, the resiliency of our other HR services area has seen consistent progress in employer engagement in these challenging market conditions of 2019. As we wrap up the year, we will continue to lay the groundwork for 51job’s long-term successful development with a disciplined focus on executing our strategic plan: to deepen customer relationships across the entire talent management value chain, to improve user experience and effectiveness, and to expand our HR ecosystem with new innovative products, technology and partners.”
Third Quarter 2019 Unaudited Financial Results
Net revenues for the third quarter ended September 30, 2019 were RMB989.0 million (US$138.4 million), an increase of 3.6% from RMB954.6 million for the same quarter in 2018.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 2
Online recruitment services revenues for the third quarter of 2019 were RMB633.4 million (US$88.6 million), representing a 2.4% decrease from RMB649.3 million for the same quarter of the prior year. The decline was due to weak macroeconomic conditions and soft hiring demand by employers in China in 2019. The estimated number of unique employers utilizing the Company’s online services decreased 14.1% to 313,687 in the third quarter of 2019 compared with 365,386 for the same quarter of the prior year, primarily due to reduced recruitment need or inactivity expressed by smaller-sized customer accounts. However, average revenue per unique employer increased 13.6% in the third quarter of 2019 as compared with the same quarter in 2018, driven by the Company’s up-selling efforts and focus on sales opportunities with larger-sized customer accounts. The estimated number of unique employers in the third quarter of 2019 reflects those employers currently assigned a unique identification number in the Company’s management information systems and does not include employers utilizing Lagou.com.
Other human resource related revenues for the third quarter of 2019 increased 16.4% to RMB355.6 million (US$49.7 million) from RMB305.4 million for the same quarter in 2018. The increase was primarily due to greater usage and growth of training, assessment and business process outsourcing services.
Gross profit for the third quarter of 2019 was RMB682.3 million (US$95.5 million) compared with RMB684.7 million for the same quarter of the prior year. Gross margin, which is gross profit as a percentage of net revenues, was 69.0% in the third quarter of 2019 compared with 71.7% for the same quarter in 2018. The increase in cost of services was primarily due to higher employee compensation expenses as well as seasonal staff additions in preparation for the upcoming peak campus recruitment period in the fourth quarter.
Operating expenses for the third quarter of 2019 increased 2.7% to RMB425.5 million (US$59.5 million) from RMB414.1 million for the same quarter in 2018. Sales and marketing expenses for the third quarter of 2019 increased 0.7% to RMB325.8 million (US$45.6 million) from RMB323.4 million for the same quarter of the prior year. General and administrative expenses for the third quarter of 2019 increased 9.9% to RMB99.7 million (US$14.0 million) from RMB90.8 million for the same quarter of the prior year primarily due to higher employee compensation expenses, in particular share-based compensation, as well as a larger provision for doubtful accounts.
Income from operations for the third quarter of 2019 decreased 5.1% to RMB256.7 million (US$35.9 million) from RMB270.5 million for the third quarter of 2018. Operating margin, which is income from operations as a percentage of net revenues, was 26.0% in the third quarter of 2019 compared with 28.3% for the same quarter in 2018. Excluding share-based compensation expense, operating margin would have been 29.5% in the third quarter of 2019 compared with 31.4% for the same quarter in 2018.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 3
The Company recognized a gain from foreign currency translation of RMB31.4 million (US$4.4 million) in the third quarter of 2019 compared with a loss of RMB67.1 million in the third quarter of 2018 primarily due to the impact of the change in exchange rate between the Renminbi and the U.S. dollar on the Company’s U.S. dollar cash deposits.
Other income in the third quarter of 2019 included local government financial subsidies of RMB9.3 million (US$1.3 million) compared with RMB1.2 million in the third quarter of 2018.
Net income attributable to 51job for the third quarter of 2019 was RMB300.2 million (US$42.0 million) compared with RMB785.4 million for the same quarter in 2018. Fully diluted earnings per share for the third quarter of 2019 was RMB4.44 (US$0.62) compared with RMB5.16 for the same quarter in 2018.
In the third quarter of 2019, total share-based compensation expense was RMB34.8 million (US$4.9 million) compared with RMB29.2 million in the third quarter of 2018.
Excluding share-based compensation expense, gain/loss from foreign currency translation and change in fair value of convertible senior notes, as well as the related tax effect of these items, non-GAAP adjusted net income attributable to 51job for the third quarter of 2019 was RMB303.7 million (US$42.5 million) compared with RMB333.1 million for the third quarter of 2018. Non-GAAP adjusted fully diluted earnings per share was RMB4.49 (US$0.63) in the third quarter of 2019 compared with RMB5.09 in the third quarter of 2018.
As of September 30, 2019, cash and short-term investments totaled RMB10,177.9 million (US$1,423.9 million) compared with RMB8,834.2 million as of December 31, 2018.
Business Outlook
Based on current market and operating conditions, the Company’s net revenues target for the fourth quarter of 2019 is in the estimated range of RMB1,080 million to RMB1,120 million (US$151.1 million to US$156.7 million). Guidance for earnings per share is provided on a non-GAAP basis due to the inherent difficulty in forecasting the future impact of certain items, such as gain/loss from foreign currency translation. The Company is not able to provide a reconciliation of these non-GAAP items to expected reported GAAP earnings per share, without unreasonable efforts, due to the unknown effect and potential significance of such future impact. Excluding share-based compensation expense and any gain or loss from foreign currency translation, as well as the related tax effect of these items, the Company’s non-GAAP fully diluted earnings target for the fourth quarter of 2019 is in the estimated range of RMB4.45 to RMB4.75 (US$0.62 to US$0.66) per share. The Company expects total share-based compensation expense in the fourth quarter of 2019 to be in the estimated range of RMB34 million to RMB35 million (US$4.8 million to US$4.9 million).
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 4
Recent Investments and Transactions
The Company has recently completed transactions to acquire minority equity interests in companies which will enhance and expand 51job’s HR services ecosystem with new products and technology to employers and job seekers. These investments include approximately US$80 million for a 17.5% equity interest in CDP Holdings, Ltd., a leading provider of human capital management services delivered through a cloud-based technology platform in China, and approximately US$3 million in Fountain, a leading recruiting platform that focuses on gig and hourly service workers within the on-demand labor market in the United States.
The Company has also entered into an agreement to be a cornerstone investor in the initial public offering of Huali University Group Limited (“Huali”), a leading large-scale private higher education and vocational education group in South China. The Company will make a RMB200 million investment in Huali upon its completed listing on the Hong Kong Stock Exchange, which is expected to occur before the end of 2019.
These transactions have been or will be funded from the Company’s existing cash resources.
Presentation and Reclassification of Government Surcharges
Beginning January 1, 2019, the Company’s presentation of government surcharges has changed, and government surcharges have been included in cost of services. The prior year’s amount of government surcharges has been reclassified to conform with the current year’s presentation. This reclassification had no effect on the reported results in the consolidated statements of operations and comprehensive income.
Currency Convenience Translation
For the convenience of readers, certain Renminbi amounts have been translated into U.S. dollar amounts at the rate of RMB7.1477 to US$1.00, the noon buying rate on September 30, 2019 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.
Conference Call Information
The Company’s management will hold a conference call at 8:00 p.m. Eastern Time on November 14, 2019 (9:00 a.m. Beijing / Hong Kong time zone on November 15, 2019) to discuss its third quarter 2019 financial results, operating performance and business outlook. To dial in to the call, please use the following telephone numbers:
US: +1-888-346-8982
International: +1-412-902-4272
Hong Kong: +852-3018-4992
Conference ID: 51job
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 5
The call will also be available live and on replay through 51job’s investor relations website, http://ir.51job.com.
Use of Non-GAAP Financial Measures
To supplement the consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), 51job uses non-GAAP financial measures of income before income tax expense, income tax expense, adjusted net income, adjusted net income attributable to 51job and adjusted earnings per share, which are adjusted from results based on GAAP to exclude share-based compensation expense, gain/loss from foreign currency translation and change in fair value of convertible senior notes, as well as the related tax effect of these items. The Company believes excluding share-based compensation expense and its related tax effect from its non-GAAP financial measures is useful for its management and investors to assess and analyze the Company’s core operating results as such expense is not directly attributable to the underlying performance of the Company’s business operations and do not impact its cash earnings. The Company believes excluding gain/loss from foreign currency translation and change in fair value of convertible senior notes, as well as the related tax effect, from its non-GAAP financial measures is useful for its management and investors as such translation or mark-to-market loss is not indicative of the Company’s core business operations and will not result in cash settlement nor impact the Company’s cash earnings. 51job also believes these non-GAAP financial measures excluding share-based compensation expense, gain/loss from foreign currency translation and change in fair value of convertible senior notes, as well as the related tax effect of these items, are important in helping investors to understand the Company’s current financial performance and future prospects and to compare business trends among different reporting periods on a consistent basis. The presentation of these additional measures should not be considered a substitute for or superior to GAAP results or as being comparable to results reported or forecasted by other companies. The non-GAAP measures have been reconciled to GAAP measures in the attached financial statements.
About 51job
Founded in 1998, 51job is a leading provider of integrated human resource services in China. With a comprehensive suite of HR solutions, 51job meets the needs of enterprises and job seekers through the entire talent management cycle, from initial recruitment to employee retention and career development. The Company’s main online recruitment platforms (http://www.51job.com, http://www.yingjiesheng.com, http://www.51jingying.com, http://www.lagou.com, and http://www.51mdd.com), as well as mobile applications, connect millions of people with employment opportunities every day. 51job also provides a number of other value-added HR services, including business process outsourcing, training, professional assessment, campus recruitment, executive search and compensation analysis. 51job has a call center in Wuhan and a nationwide network of sales and service locations spanning 37 cities across China.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 6
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," “targets, "confident" and similar statements. Among other things, statements that are not historical facts, including statements about 51job’s beliefs and expectations, the business outlook and quotations from management in this announcement, as well as 51job’s strategic and operational plans, are or contain forward-looking statements. 51job may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. All forward-looking statements are based upon management’s expectations at the time of the statements and involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: execution of 51job’s strategies and business plans; behavioral and operational changes of enterprises in meeting their human resource needs as they respond to evolving social, political, regulatory and financial conditions in China; introduction by competitors of new or enhanced products or services; price competition in the market for the various human resource services that 51job provides in China; acceptance of new products and services developed or introduced by 51job outside of the human resources industry; risks related to acquisitions or investments 51job has made or will make in the future; accounting adjustments that may occur during the quarterly or annual close or auditing process; fluctuations in the value of the Renminbi against the U.S. dollar and other currencies; and fluctuations in general economic and business conditions in China. Further information regarding these and other risks are included in 51job’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release and based on assumptions that 51job believes to be reasonable as of this date, and 51job undertakes no obligation to update any forward-looking statement, except as required under applicable law.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 7
51job, Inc.
Consolidated Statements of Operations and Comprehensive Income
For the Three Months Ended | ||||||||||||
September 30, 2018 | September 30, 2019 | September 30, 2019 | ||||||||||
(In thousands, except share and per share data) | (unaudited) | (unaudited) | (unaudited) | |||||||||
RMB | RMB | US$ (Note 1) | ||||||||||
Revenues: | ||||||||||||
Online recruitment services | 649,275 | 633,393 | 88,615 | |||||||||
Other human resource related revenues | 305,370 | 355,560 | 49,745 | |||||||||
Net revenues (Note 2) | 954,645 | 988,953 | 138,360 | |||||||||
Cost of services (Note 3) | (269,969 | ) | (306,690 | ) | (42,908 | ) | ||||||
Gross profit | 684,676 | 682,263 | 95,452 | |||||||||
Operating expenses: | ||||||||||||
Sales and marketing (Note 4) | (323,373 | ) | (325,779 | ) | (45,578 | ) | ||||||
General and administrative (Note 5) | (90,758 | ) | (99,738 | ) | (13,954 | ) | ||||||
Total operating expenses | (414,131 | ) | (425,517 | ) | (59,532 | ) | ||||||
Income from operations | 270,545 | 256,746 | 35,920 | |||||||||
Gain (Loss) from foreign currency translation | (67,089 | ) | 31,366 | 4,388 | ||||||||
Interest and investment income, net | 29,654 | 48,390 | 6,770 | |||||||||
Change in fair value of convertible senior notes | 548,626 | — | — | |||||||||
Gain from sale of long-term investments | 61,070 | — | — | |||||||||
Other income, net | 3,330 | 12,729 | 1,781 | |||||||||
Income before income tax expense | 846,136 | 349,231 | 48,859 | |||||||||
Income tax expense | (61,228 | ) | (50,784 | ) | (7,105 | ) | ||||||
Net income | 784,908 | 298,447 | 41,754 | |||||||||
Net loss attributable to non-controlling interests | 515 | 1,714 | 240 | |||||||||
Net income attributable to 51job, Inc. | 785,423 | 300,161 | 41,994 | |||||||||
Net income | 784,908 | 298,447 | 41,754 | |||||||||
Other comprehensive income (loss) | (20,795 | ) | 386 | 54 | ||||||||
Total comprehensive income | 764,113 | 298,833 | 41,808 | |||||||||
Earnings per share: | ||||||||||||
Basic | 12.78 | 4.52 | 0.63 | |||||||||
Diluted (Note 6) | 5.16 | 4.44 | 0.62 | |||||||||
Weighted average number of common shares outstanding: | ||||||||||||
Basic | 61,465,682 | 66,369,912 | 66,369,912 | |||||||||
Diluted | 67,304,326 | 67,622,677 | 67,622,677 |
Notes:
(1) The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB7.1477 to US$1.00 on September 30, 2019 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.
(2) Beginning January 1, 2019, government surcharges have been included in cost of services. The prior year's amount of government surcharges has been reclassified to conform with the current year's presentation. This reclassification had no effect on the reported results in the consolidated statements of operations and comprehensive income.
(3) Includes share-based compensation expense of RMB4,654 and RMB5,558 (US$778) for the three months ended September 30, 2018 and 2019, respectively.
(4) Includes share-based compensation expense of RMB4,001 and RMB4,778 (US$668) for the three months ended September 30, 2018 and 2019, respectively.
(5) Includes share-based compensation expense of RMB20,518 and RMB24,498 (US$3,427) for the three months ended September 30, 2018 and 2019, respectively.
(6) Diluted earnings per share for the three months ended September 30, 2018 was calculated in accordance with the "if converted" method. This included the add-back of interest expense of RMB9,587, subtraction of change in fair value of convertible senior notes of RMB548,626, and add-back of foreign currency translation loss of RMB100,966 related to the convertible senior notes to the numerator of net income attributable to 51job, and the addition of the maximum number of 4,035,672 potentially converted shares related to the convertible senior notes to the denominator of diluted common shares for the three months ended September 30, 2018.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 8
51job, Inc.
Consolidated Statements of Operations and Comprehensive Income
For the Nine Months Ended | ||||||||||||
September 30, 2018 | September 30, 2019 | September 30, 2019 | ||||||||||
(In thousands, except share and per share data) | (unaudited) | (unaudited) | (unaudited) | |||||||||
RMB | RMB | US$ (Note 1) | ||||||||||
Revenues: | ||||||||||||
Online recruitment services | 1,785,946 | 1,857,794 | 259,915 | |||||||||
Other human resource related revenues | 875,498 | 1,006,612 | 140,830 | |||||||||
Net revenues (Note 2) | 2,661,444 | 2,864,406 | 400,745 | |||||||||
Cost of services (Note 3) | (739,376 | ) | (843,787 | ) | (118,050 | ) | ||||||
Gross profit | 1,922,068 | 2,020,619 | 282,695 | |||||||||
Operating expenses: | ||||||||||||
Sales and marketing (Note 4) | (932,403 | ) | (928,194 | ) | (129,859 | ) | ||||||
General and administrative (Note 5) | (264,943 | ) | (281,937 | ) | (39,444 | ) | ||||||
Total operating expenses | (1,197,346 | ) | (1,210,131 | ) | (169,303 | ) | ||||||
Income from operations | 724,722 | 810,488 | 113,392 | |||||||||
Gain (Loss) from foreign currency translation | (111,577 | ) | 73,717 | 10,313 | ||||||||
Interest and investment income, net | 79,088 | 126,370 | 17,680 | |||||||||
Change in fair value of convertible senior notes | (349,789 | ) | (752,073 | ) | (105,219 | ) | ||||||
Gain from sale of long-term investments | 61,070 | — | — | |||||||||
Other income, net | 157,514 | 198,116 | 27,717 | |||||||||
Income before income tax expense | 561,028 | 456,618 | 63,883 | |||||||||
Income tax expense | (171,065 | ) | (178,260 | ) | (24,939 | ) | ||||||
Net income | 389,963 | 278,358 | 38,944 | |||||||||
Net loss attributable to non-controlling interests | 6,020 | 4,411 | 617 | |||||||||
Net income attributable to 51job, Inc. | 395,983 | 282,769 | 39,561 | |||||||||
Net income | 389,963 | 278,358 | 38,944 | |||||||||
Other comprehensive income (loss) | (20,639 | ) | 446 | 62 | ||||||||
Total comprehensive income | 369,324 | 278,804 | 39,006 | |||||||||
Earnings per share: | ||||||||||||
Basic | 6.46 | 4.38 | 0.61 | |||||||||
Diluted (Note 6) | 6.26 | 4.27 | 0.60 | |||||||||
Weighted average number of common shares outstanding: | ||||||||||||
Basic | 61,251,995 | 64,561,839 | 64,561,839 | |||||||||
Diluted | 63,288,619 | 66,245,961 | 66,245,961 |
Notes:
(1) The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB7.1477 to US$1.00 on September 30, 2019 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.
(2) Beginning January 1, 2019, government surcharges have been included in cost of services. The prior year's amount of government surcharges has been reclassified to conform with the current year's presentation. This reclassification had no effect on the reported results in the consolidated statements of operations and comprehensive income.
(3) Includes share-based compensation expense of RMB11,607 and RMB14,678 (US$2,054) for the nine months ended September 30, 2018 and 2019, respectively.
(4) Includes share-based compensation expense of RMB9,978 and RMB12,618 (US$1,765) for the nine months ended September 30, 2018 and 2019, respectively.
(5) Includes share-based compensation expense of RMB55,481 and RMB64,800 (US$9,066) for the nine months ended September 30, 2018 and 2019, respectively.
(6) Diluted earnings per share for the nine months ended September 30, 2018 was calculated in accordance with the "if converted" method. The potential conversion of the convertible senior notes was excluded in the computation of diluted earnings per share for the nine months ended September 30, 2018 because the effect would be anti-dilutive. On April 15, 2019, the convertible senior notes matured, and the note holders requested the conversion of the senior notes into 4,035,664 shares.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 9
51job, Inc.
Reconciliation of GAAP and Non-GAAP Results
For the Three Months Ended | ||||||||||||
September 30, 2018 | September 30, 2019 | September 30, 2019 | ||||||||||
(In thousands, except share and per share data) | (unaudited) | (unaudited) | (unaudited) | |||||||||
RMB | RMB | US$ (Note 1) | ||||||||||
GAAP income before income tax expense | 846,136 | 349,231 | 48,859 | |||||||||
Add back: Share-based compensation | 29,173 | 34,834 | 4,873 | |||||||||
Add back: (Gain) Loss from foreign currency translation | 67,089 | (31,366 | ) | (4,388 | ) | |||||||
Add back: Change in fair value of convertible senior notes | (548,626 | ) | — | — | ||||||||
Non-GAAP income before income tax expense | 393,772 | 352,699 | 49,344 | |||||||||
GAAP income tax expense | (61,228 | ) | (50,784 | ) | (7,105 | ) | ||||||
Tax effect of non-GAAP line items | (5 | ) | 76 | 11 | ||||||||
Non-GAAP income tax expense | (61,233 | ) | (50,708 | ) | (7,094 | ) | ||||||
Non-GAAP adjusted net income | 332,539 | 301,991 | 42,250 | |||||||||
Non-GAAP adjusted net income attributable to 51job, Inc. | 333,054 | 303,705 | 42,490 | |||||||||
Non-GAAP adjusted earnings per share: | ||||||||||||
Basic | 5.42 | 4.58 | 0.64 | |||||||||
Diluted (Note 2) | 5.09 | 4.49 | 0.63 | |||||||||
Weighted average number of common shares outstanding: | ||||||||||||
Basic | 61,465,682 | 66,369,912 | 66,369,912 | |||||||||
Diluted | 67,304,326 | 67,622,677 | 67,622,677 |
For the Nine Months Ended | ||||||||||||
September 30, 2018 | September 30, 2019 | September 30, 2019 | ||||||||||
(In thousands, except share and per share data) | (unaudited) | (unaudited) | (unaudited) | |||||||||
RMB | RMB | US$ (Note 1) | ||||||||||
GAAP income before income tax expense | 561,028 | 456,618 | 63,883 | |||||||||
Add back: Share-based compensation | 77,066 | 92,096 | 12,885 | |||||||||
Add back: (Gain) Loss from foreign currency translation | 111,577 | (73,717 | ) | (10,313 | ) | |||||||
Add back: Change in fair value of convertible senior notes | 349,789 | 752,073 | 105,219 | |||||||||
Non-GAAP income before income tax expense | 1,099,460 | 1,227,070 | 171,674 | |||||||||
GAAP income tax expense | (171,065 | ) | (178,260 | ) | (24,939 | ) | ||||||
Tax effect of non-GAAP line items | 46 | 20 | 3 | |||||||||
Non-GAAP income tax expense | (171,019 | ) | (178,240 | ) | (24,936 | ) | ||||||
Non-GAAP adjusted net income | 928,441 | 1,048,830 | 146,738 | |||||||||
Non-GAAP adjusted net income attributable to 51job, Inc. | 934,461 | 1,053,241 | 147,355 | |||||||||
Non-GAAP adjusted earnings per share: | ||||||||||||
Basic | 15.26 | 16.31 | 2.28 | |||||||||
Diluted (Note 2) | 14.29 | 15.90 | 2.22 | |||||||||
Weighted average number of common shares outstanding: | ||||||||||||
Basic | 61,251,995 | 64,561,839 | 64,561,839 | |||||||||
Diluted | 67,324,291 | 66,245,961 | 66,245,961 |
Notes:
(1) The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB7.1477 to US$1.00 on September 30, 2019 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.
(2) Diluted earnings per share for the three and nine months ended September 30, 2018 were calculated in accordance with the "if converted" method. This includes the add-back of interest expense of RMB9,587 and RMB27,490 related to the convertible senior notes to the numerator of non-GAAP adjusted net income attributable to 51job for the three and nine months ended September 30, 2018, respectively. The maximum number of 4,035,672 potentially converted shares related to the convertible senior notes was added to the denominator of diluted common shares for the three and nine months ended September 30, 2018. On April 15, 2019, the convertible senior notes matured, and the note holders requested the conversion of the senior notes into 4,035,664 shares.
- more -
51job, Inc. Reports Third Quarter 2019 Financial Results
November 14, 2019
Page 10
51job, Inc.
Consolidated Balance Sheets
As of | ||||||||||||
December 31, 2018 | September 30, 2019 | September 30, 2019 | ||||||||||
(In thousands, except share and per share data) | (audited) | (unaudited) | (unaudited) | |||||||||
RMB | RMB | US$ (Note 1) | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash | 1,968,351 | 2,222,881 | 310,992 | |||||||||
Restricted cash | 5,770 | 5,470 | 765 | |||||||||
Short-term investments | 6,865,886 | 7,955,020 | 1,112,948 | |||||||||
Accounts receivable (net of allowance of RMB11,014 and RMB10,855 as of December 31, 2018 and September 30, 2019, respectively) | 230,065 | 257,745 | 36,060 | |||||||||
Prepayments and other current assets | 606,918 | 675,326 | 94,482 | |||||||||
Total current assets | 9,676,990 | 11,116,442 | 1,555,247 | |||||||||
Non-current assets: | ||||||||||||
Long-term investments | 729,095 | 832,195 | 116,428 | |||||||||
Property and equipment, net | 527,020 | 275,371 | 38,526 | |||||||||
Goodwill | 1,036,124 | 1,036,124 | 144,959 | |||||||||
Intangible assets, net | 244,446 | 213,096 | 29,813 | |||||||||
Right-of-use assets (Note 2) | — | 332,436 | 46,510 | |||||||||
Other long-term assets | 9,736 | 10,449 | 1,462 | |||||||||
Deferred tax assets | 15,005 | 17,878 | 2,501 | |||||||||
Total non-current assets | 2,561,426 | 2,717,549 | 380,199 | |||||||||
Total assets | 12,238,416 | 13,833,991 | 1,935,446 | |||||||||
LIABILITIES, MEZZANINE EQUITY AND EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | 49,881 | 58,980 | 8,252 | |||||||||
Salary and employee related accrual | 164,134 | 198,153 | 27,723 | |||||||||
Taxes payable | 191,793 | 149,379 | 20,899 | |||||||||
Advance from customers | 1,126,300 | 1,156,914 | 161,858 | |||||||||
Convertible senior notes | 1,725,182 | — | — | |||||||||
Lease liabilities, current (Note 2) | — | 37,731 | 5,279 | |||||||||
Other payables and accruals | 952,178 | 1,138,982 | 159,349 | |||||||||
Total current liabilities | 4,209,468 | 2,740,139 | 383,360 | |||||||||
Non-current liabilities: | ||||||||||||
Lease liabilities, non-current (Note 2) | — | 58,134 | 8,133 | |||||||||
Deferred tax liabilities | 210,752 | 229,242 | 32,072 | |||||||||
Total non-current liabilities | 210,752 | 287,376 | 40,205 | |||||||||
Total liabilities | 4,420,220 | 3,027,515 | 423,565 | |||||||||
Mezzanine equity: | ||||||||||||
Redeemable non-controlling interests | 225,645 | 219,035 | 30,644 | |||||||||
Shareholders' equity: | ||||||||||||
Common shares (US$0.0001 par value: 500,000,000 shares authorized, 61,874,716 and 66,415,613 shares issued and outstanding as of December 31, 2018 and September 30, 2019,respectively) | 50 | 53 | 7 | |||||||||
Additional paid-in capital | 2,055,036 | 4,764,484 | 666,576 | |||||||||
Statutory reserves | 17,279 | 17,279 | 2,418 | |||||||||
Accumulated other comprehensive income | 254,185 | 254,631 | 35,624 | |||||||||
Retained earnings | 5,242,691 | 5,525,460 | 773,040 | |||||||||
Total 51job, Inc. shareholders' equity | 7,569,241 | 10,561,907 | 1,477,665 | |||||||||
Non-controlling interests | 23,310 | 25,534 | 3,572 | |||||||||
Total equity | 7,592,551 | 10,587,441 | 1,481,237 | |||||||||
Total liabilities, mezzanine equity and equity | 12,238,416 | 13,833,991 | 1,935,446 |
Notes:
(1) The conversion of Renminbi amounts into U.S. dollar amounts is based on the noon buying rate of RMB7.1477 to US$1.00 on September 30, 2019 in New York for cable transfers of Renminbi as set forth in the H.10 weekly statistical release of the Federal Reserve Board.
(2) The Company has adopted ASU No. 2016-02, "Leases," beginning January 1, 2019. Under the new provisions, the Company has recognized right-of-use assets and lease liabilities for all operating leases related to office buildings with terms more than 12 months.
# # #
Exhibit 99.2
51JOB, INC.
NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members (the “Meeting”) of 51job, Inc., a Cayman Islands exempted company, (the “Company”) will be held at 9:00 a.m., Shanghai time, on December 12, 2019, at the Company’s principal executive offices at Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People’s Republic of China, for the purpose of considering and, if thought fit, passing and approving the following ordinary resolutions:
ORDINARY RESOLUTIONS
· | To re-elect Mr. Junichi Arai as a director of the Company. |
· | To re-elect Mr. David K. Chao as a director of the Company. |
· | To re-elect Mr. Li-Lan Cheng as a director of the Company. |
· | To re-elect Mr. Eric He as a director of the Company. |
· | To re-elect Mr. Rick Yan as a director of the Company. |
In addition, the Meeting will transact any other business properly brought before the Meeting.
Members may obtain copies of the proxy materials, including a proxy statement, a proxy form and written consent, and the Company’s 2018 annual report on Form 20-F, at http://ir.51job.com under the heading “Annual Report.”
Members of record at the close of business on November 8, 2019 (the “Record Date”) of common shares in the share capital of the Company will be entitled to attend and vote at the Meeting or any adjournment or postponement thereof. 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.
Pursuant to the Company’s amended and restated memorandum and articles of association currently in effect, on a poll, 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.
By Order of the Board of Directors, | |
/s/ Rick Yan | |
Rick Yan | |
Director, Chief Executive Officer, President and Company Secretary |
Exhibit 99.3
51JOB, INC.
Building 3
No. 1387 Zhang Dong Road
Shanghai 201203
People’s Republic of China
2019 ANNUAL GENERAL MEETING OF MEMBERS
TO BE HELD ON DECEMBER 12, 2019
PROXY STATEMENT
The Board of Directors is soliciting proxies for the 2019 Annual General Meeting of Members (the “Meeting”) of 51job, Inc. (the “Company”) to be held on December 12, 2019 at 9:00 a.m., Shanghai 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 8, 2019 (the “Record Date”) of common shares in the share capital of the Company may attend the Meeting and will be entitled to attend and 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 33⅓% 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.
ORDINARY RESOLUTIONS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed as follows:
1. | To re-elect Mr. Junichi Arai as a director of the Company until the close of the next annual general meeting of the Company. |
2. | 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. |
3. | To re-elect Mr. Li-Lan Cheng as a director of the Company until the close of the next annual general meeting of the Company. |
4. | To re-elect Mr. Eric He 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. |
In addition, the Meeting will transact any other business properly brought before the Meeting.
The Board of Directors recommends a vote “FOR” each resolution.
1 |
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 distribute 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 9, 2019, 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 2018 annual report on Form 20-F, 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 2020 Annual General Meeting of Members, you should submit your proposal in writing and deliver it to the attention of the Company Secretary before September 30, 2020 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.
2 |
ORDINARY RESOLUTIONS 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 amended and restated memorandum and articles of association currently in effect, 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 amended and restated memorandum and articles of association currently in effect authorize five board positions or such other number as shall be fixed from time to time by the Board of Directors provided that the Board of Directors shall include such number of independent directors required by applicable law, rules or regulations.
DIRECTOR NOMINEES
Junichi Arai has been a director of the Company since May 2017. Mr. Arai is a corporate executive officer of Recruit Holdings Co., Ltd., a leading human resource and information services company in Japan that is listed on the Tokyo Stock Exchange. Mr. Arai is responsible for Recruit’s capital market strategies in the finance department and corporate planning department. Prior to joining Recruit in November 2016, Mr. Arai had an extensive career in investment banking, especially in strategic advisory services, for 28 years. He worked at Lehman Brothers Japan, Morgan Stanley Japan and Mitsubishi UFJ Securities and also co-founded Nakamura Arai Partners, a small boutique advisory firm, in 2011. Mr. Arai received his Bachelor degree in Economics from Keio University in 1988.
David K. Chao has been a director of the Company since 2000. Mr. Chao is a co-founder and general partner of DCM, an early stage technology venture capital firm that manages over US$4 billion. DCM has offices in Menlo Park, USA, Beijing, China and Tokyo, Japan. Prior to joining DCM, Mr. Chao was a co-founder of Japan Communications, Inc., a publicly traded provider of mobile data and voice communications services in Japan. Prior to that, he also worked at McKinsey & Company, Apple Computer and Recruit Co., Ltd. Mr. Chao serves on the boards of directors of numerous DCM portfolio companies. Mr. Chao received his Bachelor of Arts degree in Economics and East Asian Studies (Anthropology) from Brown University and his Master of Business Administration degree from Stanford University.
Li-Lan Cheng has been a director of the Company since March 2013. Mr. Cheng is the chief operating officer of E-House (China) Holdings Limited (“E-House”), a real estate services company in China, since 2012 and served as its chief financial officer from 2006 to 2012. Mr. Cheng has been an executive director of E-House (China) Enterprise Holdings Limited, a real estate transaction services provider in China that is listed on the Hong Kong Stock Exchange and an affiliate of E-House, since March 2018. In addition, Mr. Cheng has been the acting chief financial officer of Leju Holdings Limited, a leading online-to-offline real estate services provider in China that is listed on the New York Stock Exchange and an affiliate of E-House, since June 2017. From 2005 to 2006, Mr. Cheng served as the chief financial officer of SouFun Holdings Limited, a real estate Internet portal and home furnishing website in China. From 2002 to 2004, he served as an executive director and the chief financial officer of SOHO China Limited, a real estate developer in China. From 1997 to 2002, Mr. Cheng was an assistant director and the head of Asian transportation sector investment banking group of ABN AMRO Asia. Mr. Cheng is also an independent director of LAIX Inc., an artificial intelligence company for English language training in China that is listed on the New York Stock Exchange, and Yunji Inc., a leading membership-based social e-commerce platform in China that is listed on the NASDAQ Stock Market. Mr. Cheng received his Bachelor degree in Economics from Swarthmore College and his Ph.D. degree in Economics from the Massachusetts Institute of Technology. Mr. Cheng is a chartered financial analyst.
3 |
Eric He has been a director of the Company since July 2014. From August 2011 to May 2017, Mr. He was the chief financial officer of YY Inc., a leading live streaming social media platform in China that is listed on the NASDAQ Stock Market. From March 2007 to August 2011, Mr. He served as the chief financial officer of Giant Interactive Group Inc. From 2004 to 2007, he served as the chief strategy officer of Ninetowns Internet Technology Group Company Limited. From 2002 to 2004, Mr. He served as a private equity investment director of AIG Global Investment Corporation (Asia) Ltd. Mr. He is also an independent director of Bilibili Inc., a leading online entertainment platform in China that is listed on the NASDAQ Stock Market. Mr. He received his Bachelor degree in Accounting from National Taipei University and his Master of Business Administration degree from the Wharton School of the University of Pennsylvania. Mr. He is a chartered financial analyst and certified public accountant in the United States.
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.
4 |
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 are 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, | |
/s/ Rick Yan | |
Rick Yan | |
Director, Chief Executive Officer, President and Company Secretary | |
November 8, 2019 |
5 |
Exhibit 99.4
51JOB, INC.
(Incorporated in the Cayman Islands as an exempted company with limited liability)
PROXY FORM AND WRITTEN CONSENT
In connection with the Annual General Meeting of Members (the “Meeting”) of 51job, Inc. (the “Company”) to be held at 9:00 a.m., Shanghai time, on December 12, 2019, at the Company’s principal executive offices at Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People’s Republic of China, I/we, the undersigned Member acknowledges receipt of the Notice and Proxy Statement and, being the registered holder of _______________________ common shares, each of par value US$0.0001, in the capital of the Company (the “Shares”), hereby appoint (Name) __________________________________________________ of (Address) ______________________________________________________________________ (or failing which, the person chairing the Meeting), to act as my/our proxy for the Meeting and at any adjournment or postponement thereof and to vote all of my/our Shares on my/our behalf as directed below.
Please indicate with an “X” in the spaces provided how you wish the proxy to vote on your behalf. If you leave both boxes blank (or mark both boxes with an “X”), the proxy shall have the right to determine how to cast your votes with respect to the resolutions. The proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.
ORDINARY RESOLUTIONS: | FOR | AGAINST |
1. To re-elect Mr. Junichi Arai as a director of the Company. | ¨ | ¨ |
2. To re-elect Mr. David K. Chao as a director of the Company. | ¨ | ¨ |
3. To re-elect Mr. Li-Lan Cheng as a director of the Company. | ¨ | ¨ |
4. To re-elect Mr. Eric He as a director of the Company. | ¨ | ¨ |
5. To re-elect Mr. Rick Yan as a director of the Company. | ¨ | ¨ |
Print Full Name of Member:
Member’s Signature:
Name and Title of Signatory:
The Member shall be deemed to have appointed for proxy in respect of all of the shares held under his/her/its name on the register of members. If the Member only appoints the proxy for a portion of the shares, please indicate the exact number of shares appointed for proxy here:
Date:
If you do not plan to vote at the Meeting, please fax or email your signed proxy for receipt by December 9, 2019 for your vote to be counted. Additionally, please mail the original copy of your signed proxy form and written consent to the following address:
Attn: Rick Yan | ||
51job, Inc. | ||
Building 3 | Tel: +86-21-6160-1888 | |
No. 1387 Zhang Dong Road | Fax: +86-21-6879-6233 | |
Shanghai 201203 | Email: proxy@51job.com | |
People’s Republic of China |
The completion and return of this form will not prevent you from attending the Meeting and voting in person should you so wish.