SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

51job, Inc.

(Name of Issuer)

Common Shares, par value U.S. $0.0001 per share,

including American Depositary Shares representing Common Shares

(Title of Class of Securities)

316827104

(CUSIP Number)

Recruit Holdings Co., Ltd.

GranTokyo SOUTH TOWER

1-9-2 Marunouchi, Chiyoda-ku

Tokyo 100-6640 Japan

Telephone: 81-3-6835-9671

Facsimile: 81-3-6834-8954

Attention: Atsuhiro Yamane

With a copy to:

Morgan, Lewis and Bockius LLP

101 Park Avenue

New York, New York 10178

Telephone: (212) 309-6000

Facsimile: (212) 309-6001

Attention: Bradley K. Edmister

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 316827104

1.	Names of Reporting Persons.             Recruit Holdings Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐ (b)  ☐
3.	SEC Use Only
4.	Source of Funds*             WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization             Japan

Number of Shares Beneficially Owned by Each Reporting Person With	7.    Sole Voting Power                 23,443,981 common shares
	8.    Shared Voting Power                 0
	9.    Sole Dispositive Power                 23,443,981 common shares
	10.    Shared Dispositive Power                 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             23,443,981 common shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	☐
13.	Percent of Class Represented by Amount in Row (11)             39.0%(1)
14	Type of Reporting Person             CO

(1)        Based upon 60,107,784 shares outstanding as of February 28, 2017, according to the Company’s report on Form 20-F filed with the Securities and Exchange Commission on March 31, 2017

This Amendment No. 9 amends the Schedule 13D filed with the Securities and Exchange Commission on April 21, 2006, as amended. Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

Item 2. Identity and Background

Schedule 1 referenced in Item 2 is hereby amended and restated as Schedule 1 attached hereto.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

On July 28, 2017, pursuant to the SPA (as defined in Item 4 below), dated as of July 28, 2017, by and between the Reporting Person and Kazumasa Watanabe (“Mr. Watanabe”), the Reporting Person purchased 58,750 common shares, represented by 29,375 American Depositary Shares (“ADSs”), of the Company from Mr. Watanabe for a total consideration of USD 2,824,700.

The purchase price for the shares was funded by the Reporting Person from working capital and general corporate funds.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On July 28, 2017, Mr. Watanabe, a director and executive officer of the Reporting Person and former director of the Company, exercised options to receive 58,750 common shares represented by ADSs of the Company. The options had been granted to Mr. Watanabe by the Company pursuant to the Company’s 2009 Stock Plan during the period in which he served as a director of the Company. Mr. Watanabe served as a director of the Company following his nomination by the Reporting Person pursuant to Section 7 of the stock purchase agreement entered into on April 5, 2006. On July 28, 2017, Mr. Watanabe entered into a Stock Purchase Agreement (the “SPA”) with the Reporting Person pursuant to which the Reporting Person purchased such 58,750 common shares represented by ADSs of the Company from Mr. Watanabe for a total consideration of USD 2,824,700. The Reporting Person may from time to time seek to purchase common shares of the Company, or options to receive common shares of the Company, that its representatives on the Company’s board or its other directors, officers, employees or representatives may acquire from time to time through incentive or benefit plans of the Company or otherwise.

Item 5. Interest in Securities of the Issuer

Sub-items (a), (b) and (c) of Item 5 are hereby amended and restated as follows:

(a) Pursuant to the SPA, the Reporting Person has acquired 58,750 common shares of the Company, and currently owns an aggregate of 23,443,981 common shares of the Company (including shares represented by ADSs, 60,000 common shares acquired pursuant to the stock purchase agreement entered into on April 5, 2012, 23,315,231 common shares acquired pursuant to the stock purchase agreement entered into on April 5, 2006 and 10,000 common shares owned prior to execution of the 2006 stock purchase agreement), which represents approximately 39.0% of the total common shares of the Company issued and outstanding as of February 28, 2017.

(b) The Reporting Person possesses sole power to vote and to dispose of 23,443,981 common shares of the Company.

(c) None, other than the execution and performance of the stock purchase agreement described in Item 4 above.

Item 7. Material to Be Filed as Exhibits

No.	Exhibit	Location
99.1	Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers (previously filed)
99.2	Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers (previously filed)
99.3	Stock Purchase Agreement, dated March 13, 2012, by and between the Reporting Person and Mr. Honda (previously filed)
99.4	Lock-Up Letter Agreement, dated April 3, 2014, by and between the Reporting Person, Mr. Watanabe and the other directors and executive officers of the Company, on the one hand, and Credit Suisse and J. P. Morgan, on the other hand (previously filed)
99.5	Stock Purchase Agreement, dated July 28, 2017, by and between the Reporting Person and Mr. Watanabe

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 28, 2017

Recruit Holdings Co., Ltd.
By:	/s/ Shogo Ikeuchi
Name:	Shogo Ikeuchi
Title:	Board Director and Senior Corporate Executive Officer

Schedule 1

The following table sets forth the name and present principal occupation or employment for each executive officer and director of Recruit Holdings Co., Ltd. The business address of each such executive officer and director is c/o Recruit Holdings Co., Ltd., GranTokyo SOUTH TOWER, 1-9-2 Marunouchi, Chiyoda-ku, Tokyo 100-6640, Japan. Each of the executive officers and directors of Recruit Holdings Co., Ltd. listed below is a citizen of Japan.

Recruit Holdings Co., Ltd.

Name	Present Principal Occupation or Employment
Board of Directors
Masumi Minegishi	President and Representative Director
Shogo Ikeuchi	Board Director
Keiichi Sagawa	Board Director
Shigeo Ohyagi	External Board Director
Yasushi Shingai	External Board Director
Yukiko Nagashima	Standing Statutory Auditor
Akihito Fujiwara	Standing Statutory Auditor
Hiroki Inoue	Statutory Auditor
Yasuaki Nishiura	Statutory Auditor
Executive Officers
Masumi Minegishi	CEO
Shogo Ikeuchi	Senior Managing Corporate Executive Officer
Keiichi Sagawa	Senior Managing Corporate Executive Officer
Hisayuki Idekoba	Managing Corporate Executive Officer
Yoshihiro Kitamura	Senior Corporate Executive Officer
Hitoshi Motohara	Senior Corporate Executive Officer
Hideaki Kitou	Corporate Executive Officer
Ken Asano	Corporate Executive Officer
Toshio Oka	Corporate Executive Officer
Hiroaki Ogata	Corporate Executive Officer
Akihito Okamoto	Corporate Executive Officer
Mio Kashiwamura	Corporate Executive Officer
Takashi Kuzuhara	Corporate Executive Officer
Daizo Kobayashi	Corporate Executive Officer
Iwaaki Taniguchi	Corporate Executive Officer
Suguru Tomizuka	Corporate Executive Officer
Takahiro Noguchi	Corporate Executive Officer
Mark Schultz	Corporate Executive Officer
Masaki Yanagawa	Corporate Executive Officer
Fumihiro Yamaguchi	Corporate Executive Officer
Kazumasa Watanabe	Corporate Executive Officer
Professional Officers
Junichi Arai	Corporate Professional Officer

EXHIBIT INDEX

Exhibit No.	Description of Document
Exhibit 99.1	Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers (previously filed)
Exhibit 99.2	Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers (previously filed)
Exhibit 99.3	Stock Purchase Agreement, dated March 13, 2012, by and between the Reporting Person and Mr. Honda (previously filed)
Exhibit 99.4	Lock-Up Letter Agreement, dated April 3, 2014, by and between the Reporting Person, Mr. Watanabe and the other directors and executive officers of the Company, on the one hand, and Credit Suisse and J. P. Morgan, on the other hand (previously filed)
Exhibit 99.5	Stock Purchase Agreement, dated July 28, 2017, by and between the Reporting Person and Mr. Watanabe

EX-99.5

Exhibit 99.5

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 28, 2017 by and between Recruit Holdings Co., Ltd., a Japanese corporation (the “Buyer”), and Kazumasa Watanabe (“Seller”).

Background

WHEREAS, Seller owns 58,750 common shares represented by 58,750 American Depositary Shares of 51job, Inc., a Cayman Islands company (the “Company”), par value $0.0001 per share (the “Shares”);

WHEREAS, Buyer desires to purchase all of the Shares from Seller, and Seller desires to sell all of the Shares to Buyer, upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, do agree as follows:

Terms and Conditions

Purchase of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells the Shares to Buyer, and Buyer hereby purchases the Shares from Seller, for the aggregate amount of USD 2,824,700 (the “Purchase Price”). The payment of the Purchase Price and the delivery of the shares and all other documents and instruments necessary to vest in Buyer all of Seller’s right, title and interest in and to the Shares, free and clear of all liens, security interests, pledges, claims, encumbrances, subscriptions, options, warrants, calls, proxies, commitments and agreements of any kind, shall take place in the manner and on a day mutually agreed by the parties hereto.

Representations and Warranties of the Buyer. Buyer represents and warrants to Seller as follows:

(a) Organization and Existence. Buyer is a corporation duly organized and validly existing under the laws of Japan.

(b) Authorization. This Agreement has been duly authorized by all necessary action on the part of Buyer. Buyer has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof.

(c) Securities Laws. The Shares sold to Buyer pursuant to this Agreement are being acquired for investment purposes and not with a view to the resale or distribution of any part thereof in violation of applicable securities laws. Buyer understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the U.S. federal securities laws only in certain limited circumstances. Buyer shall not offer to sell, sell or otherwise dispose of the Shares acquired by it hereunder in violation of any of the registration requirements under the U.S. federal securities laws.

Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(a) Execution and Delivery. Seller has the full power and capacity to execute and deliver this Agreement. Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Seller in accordance with its terms.

(b) Ownership. Seller is the legal and beneficial owner of the Shares, free and clear of any claims, encumbrances or restrictions on transfer. There are no existing contracts, subscriptions, options, warrants, calls, agreements, understandings, commitments or rights of any kind, nature and description to purchase or otherwise acquire from Seller at any time, or upon the happening of any stated event, any of the Shares. There are no contracts, agreements or other understandings among any parties which affect or relate to the voting or giving of written consents with respect to any Shares. Seller has not granted any interests, liens, pledges, claims or encumbrances of any kind, nature and description to any third party in or to the Shares.

Amendment; Assignment; Binding Effect. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the each of the parties hereto. No party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign this Agreement or any or all of its rights hereunder to any affiliate of Buyer. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and all their respective permitted, heirs, legal representatives, successors and assigns.

Notices. All notices made in connection this Agreement shall be in writing and shall be sufficient if personally delivered or sent by registered or certified mail, facsimile message, e-mail or express courier. Any notices shall be deemed given upon the earlier of the date when received at, or the third day after the date when sent by registered or certified mail or the day after the date sent by express courier or by facsimile to, the address or facsimile number set forth on the signature page hereto, unless such address or facsimile number is changed by notice to the other party hereto.

Entire Agreement; Severability. This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior oral or written agreements between the parties hereto with respect to the subject matter hereof. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court of Japan shall have the exclusive jurisdiction in the first instance over any dispute regarding this Agreement.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

[Signature Pages Follow]

3

[SIGNATURE PAGE FOR STOCK PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

SELLER
/s/ Kazumasa Watanabe
Name:	Kazumasa Watanabe
Address:	Flat 1 Paramount House, 168 Wardour Street, London United Kingdom
Fax:	+81-3-6834-7240
BUYER
Recruit Holdings Co., Ltd.
By:	/s/ Shogo Ikeuchi
Name:	Shogo Ikeuchi
Title	Senior Managing Corporate Executive Officer
Address:	Gran Tokyo South Tower 1-9-2 Marunouchi Chiyoda-ku Tokyo 100 6640 Japan
Fax:	+81-3-6834-8835