2006 Annual Report
Letter to Shareholders
Table of Contents
Forward Looking Statements
Certain Terms and Contentions
Item 1. Identity of Directors, Senior Managem...
Item 2. Offer Statistics and Expected Timetab...
Item 3. Key Information
A. Selected Financial Data
Exchange Rate Information
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
Risks Related to Our Business
Risks Related to Our Corporate Structure
Risks Related to the People's Republic of Chi...
Risks Related to Our ADSs
Item 4. Information on the Company
A. History and Development of the Company
B. Business Overview
Our Product and Services
Recruitment related services
Other human resource related services
Online recruitment services
Sales and Marketing
Intellectual Property and Proprietary Rights
Limitations on Foreign Ownership of Our Busin...
Human resource services companies
Internet content providers
Recent changes in regulation
General Regulation of Our Businesses
Internet content services and online commerce...
Regulations Relating to Our Intellectual Prop...
Regulations Relating to Internet Privacy
Regulation of Foreign Currency Exchange and D...
Foreign currency exchange
C. Organizational Structure
Our May 2004 Restructuring and Arrangements w...
Group Ownership Structure
Description of the Material Group Entities
AdCo and the AdCo Subsidiaries
Contractual Arrangements Among Our Group Enti...
Contractual arrangements with RAL
Contractual arrangements with Qian Cheng
D. Property, Plants and Equipment
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Pr...
Recruitment related revenues
Other human resource related revenues
Net revenues and business taxes
Cost of services
Critical Accounting Policies
Basis for consolidation and our relationships...
Allowances for doubtful accounts
Results of Operations
2006 compared to 2005
2005 compared to 2004
Unaudited Quarterly Results of Operations
B. Liquidity and Capital Resources
C. Research and Development
D. Trend Information
E. Off-Balance Sheet Arrangements
F. Contractual Obligations
Recent Accounting Pronouncements
A. Directors and Senior Management
Item 6. Directors, Senior Management and Empl...
Compensation of Directors and Executive Offic...
Directors' and Officers' Liability Insurance
Stock-Based Compensation Plans
C. Board Practices
Nominating and corporate governance committee...
Duties of Directors
Remuneration and Borrowing
Terms of Directors and Executive Officers
Limitation on Liability and Other Indemnifica...
E. Share Ownership
A. Major Shareholders
Item 7. Major Shareholders and Related Party ...
B. Related Party Transactions
Stock Option Grants
Loans and Advances
Business Alliance with Recruit
Transactions Among Our Subsidiaries and Affil...
C. Interests of Experts and Counsel
A. Consolidated Statements and Other Financia...
B. Significant Changes
A. Offer and Listing Details
Item 8. Financial Information
Item 9. The Offer and Listing
Item 10. Additional Information
B. Plan of Distribution
D. Selling Shareholders
F. Expenses of the Issue
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange Controls
Cayman Islands Taxation
United States Federal Income Taxation
Distributions on ADSs or common shares
Sale, exchange or other disposition of ADSs o...
Passive foreign investment company rules
Information reporting and backup withholding
Enforceability of Civil Liabilities
F. Dividends and Paying Agents
G. Statements by Experts
H. Documents on Display
I. Subsidiary Information
Interest rate risk
Foreign exchange risk
Item 11. Quantitative and Qualitative Disclos...
Item 12. Description of Securities Other than...
Item 13. Defaults, Dividend Arrearages and De...
Item 14. Material Modifications to the Rights...
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedu...
Report of Management on Internal Control over...
Changes in Internal Controls
Pre-Approved Policies and Procedures
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Servi...
Item 16D. Exemptions from the Listing Standar...
Item 16E. Purchases of Equity Securities by t...
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
1. ORGANIZATION AND NATURE OF OPERATIONS
2. PRINCIPAL ACCOUNTING POLICIES
3. ACCOUNTS RECEIVABLE
4. PREPAYMENTS AND OTHER CURRENT ASSETS
5. PROPERTY AND EQUIPMENT
6. INTANGIBLE ASSETS
7. OTHER PAYABLES AND ACCRUALS
9. INITIAL PUBLIC OFFERING
10. SERIES A PREFERENCE SHARES
11. SHARE-BASED COMPENSATION
12. EMPLOYEE BENEFITS
13. RELATED PARTY TRANSACTIONS
14. EARNINGS PER SHARE
15. COMMITMENTS AND CONTINGENCIES
16. FINANCIAL INSTRUMENTS
17. CERTAIN RISKS AND CONCENTRATION
18. SUBSEQUENT EVENTS
1. BASIS OF PRESENTATION
2. RELATED PARTY BALANCES
4. FOREIGN CURRENCIES
Report of Independent Registered Public Accou...
Consolidated Statements of Operations and Com...
Consolidated Balance Sheets as of December 31...
Consolidated Statements of Shareholders’ Equi...
Consolidated Statements of Cash Flows for the...
Notes to the Consolidated Financial Statement...
Additional Information - Financial Statement ...