| o |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
| þ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (Title of Each Class) | (Name of Each Exchange on Which Registered) | |
| American Depositary Shares, | The NASDAQ Stock Market LLC | |
| each representing two common shares, | (The NASDAQ Global Select Market) | |
| par value US$0.0001 per share |
i
| | market acceptance of our services; | ||
| | our ability to expand into other recruitment and human resource services such as business process outsourcing; | ||
| | our ability to control our operating costs and expenses; | ||
| | our potential need for additional capital and the availability of such capital; | ||
| | behavioral and operational changes of our customers in meeting their human resource needs as they respond to evolving social, economic and political changes in China as well as stock market volatilities; | ||
| | changes in our management team and other key personnel; | ||
| | introduction by our competitors of new or enhanced products and services; | ||
| | price competition in the market for the various human resource services that we provide in China; | ||
| | seasonality of our business; | ||
| | fluctuations in the value of the Renminbi against the U.S. dollar and other currencies; | ||
| | our ability to develop or introduce new products and services outside of the human resources industry; | ||
| | fluctuations in general economic conditions; and | ||
| | other risks outlined in our filings with the Securities and Exchange Commission, including this annual report on Form 20-F and any amendments thereto. |
ii
| | ADRs are to the American depositary receipts that evidence our ADSs; | ||
| | ADSs are to our American depositary shares, each of which represents two common shares; | ||
| | China or the PRC are to the Peoples Republic of China, excluding for the purpose of this annual report Hong Kong, Macau and Taiwan; | ||
| | Nasdaq are to the Nasdaq Global Select Market; | ||
| | RMB are to Renminbi, the legal currency of the PRC; | ||
| | shares or common shares are to our common shares, with par value US$0.0001 per share; | ||
| | U.S. GAAP are to the generally accepted accounting principles in the United States of America; and | ||
| | US$ are to U.S. dollars, the legal currency of the United States of America. |
| | 51net are to 51net.com Inc.; | ||
| | AdCo are to Shanghai Qianjin Advertising Co., Ltd.; | ||
| | AdCo Subsidiaries are to the subsidiaries of AdCo that conduct advertising businesses; | ||
| | Qian Cheng are to Beijing Qian Cheng Si Jin Advertising Co., Ltd.; | ||
| | RAL are to Shanghai Run An Lian Information Consultancy Co., Ltd.; | ||
| | Run An are to Beijing Run An Information Consultancy Co., Ltd.; | ||
| | Tech JV are to Qianjin Network Information Technology (Shanghai) Co., Ltd.; | ||
| | Wang Cai AdCo are to Shanghai Wang Cai Advertising Co., Ltd.; | ||
| | Wang Ju are to Shanghai Wang Ju Human Resource Consulting Co., Ltd.; | ||
| | WFOE are to Qian Cheng Wu You Network Information Technology (Beijing) Co., Ltd.; and | ||
| | Wuhan AdCo are to Wuhan Mei Hao Qian Cheng Advertising Co., Ltd. |
iii
iv
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2
3
4
5
Table of Contents
For the year ended December 31,
2002
2003
2004
2005
2006
2006
RMB
RMB
RMB
RMB
RMB
US$
(1)
116,989,356
182,606,297
300,651,791
356,284,649
389,534,921
49,914,137
28,938,327
76,960,121
111,508,533
159,494,922
219,793,658
28,163,870
9,726,300
15,748,331
24,907,914
26,306,740
19,937,806
2,554,786
9,895,734
18,019,611
42,875,597
53,507,789
68,586,465
8,788,517
165,549,717
293,334,360
479,943,835
595,594,100
697,852,850
89,421,310
158,039,700
280,118,941
456,119,882
562,026,220
659,843,231
84,550,842
(92,220,940
)
(151,477,142
)
(224,606,635
)
(269,328,384
)
(294,068,613
)
(37,681,297
)
65,818,760
128,641,799
231,513,247
292,697,836
365,774,618
46,869,545
(24,356,157
)
(39,042,744
)
(69,028,818
)
(115,094,797
)
(136,770,315
)
(17,525,443
)
(39,191,781
)
(55,817,403
)
(72,096,009
)
(100,614,382
)
(114,321,711
)
(14,648,930
)
(63,547,938
)
(94,860,147
)
(141,124,827
)
(215,709,179
)
(251,092,026
)
(32,174,373
)
2,270,822
33,781,652
90,388,420
76,988,657
114,682,592
14,695,172
2,686,608
35,792,274
95,201,216
91,367,337
127,900,988
16,388,948
1,259,194
(3,192,011
)
(34,058,184
)
(29,945,033
)
(28,559,639
)
(3,659,569
)
3,945,802
32,600,263
61,143,032
61,422,304
99,341,349
12,729,379
0.09
0.83
1.32
1.10
1.79
0.23
0.07
0.75
1.26
1.07
1.76
0.23
0.18
1.65
2.65
2.21
3.58
0.46
0.15
1.50
2.52
2.15
3.52
0.45
(596,551
)
(1,811,496
)
(1,479,841
)
(4,620,675
)
(592,083
)
(423,221
)
(1,757,722
)
(1,438,083
)
(3,972,118
)
(508,978
)
(8,808,931
)
(17,681,791
)
(16,920,516
)
(11,635,397
)
(19,926,274
)
(2,553,308
)
As of December 31,
2002
2003
2004
2005
2006
2006
RMB
RMB
RMB
RMB
RMB
US$
(1)
68,637,760
115,084,572
848,292,672
830,633,550
868,698,254
111,313,060
79,635,683
145,573,376
893,647,186
892,544,201
919,575,700
117,832,383
24,025,881
39,830,903
43,735,155
70,875,359
208,039,501
26,657,718
103,661,564
185,404,279
937,382,341
963,419,560
1,127,615,201
144,490,101
26,025,436
56,096,191
85,564,019
109,540,097
139,074,706
17,820,723
32,080
23,533
122,757
15,730
26,057,516
56,119,724
85,564,019
109,540,097
139,197,463
17,836,453
77,604,048
129,284,555
851,818,322
853,879,463
988,417,738
126,653,648
103,661,564
185,404,279
937,382,341
963,419,560
1,127,615,201
144,490,101
(1)
Translations from Renminbi to U.S. dollars were made at the noon buying rate in The City of
New York for cable transfers of Renminbi as
certified for customs purposes by the Federal Reserve Bank of New York. The translations of
Renminbi amounts into U.S. dollar amounts have been made at the noon buying rate in effect on
December 29, 2006, which was RMB7.8041 to US$1.00.
Table of Contents
(2)
Diluted earnings per share is calculated by dividing net income attributable to holders of
common shares as adjusted for the effect of dilutive common shares, if any, by the sum of (1)
the weighted average number of common shares outstanding and (2) the weighted average number
of common equivalent shares, which consist of common shares from the conversion of Series A
preference shares and common shares issuable upon the exercise of outstanding share options as
calculated under the treasury stock method. In the case of diluted earnings per ADS, the data
are adjusted to reflect the ratio of two common shares to one ADS.
(3)
Each ADS represents two common shares.
(4)
We have recognized share-based compensation in connection with our historical grant of
options to employees and certain directors, and the historical issuance of restricted common
shares to our founders and one of our directors. In our consolidated financial statements,
portions of our share-based compensation expense are allocated separately to our cost of
services and operating expenses. Since we evaluate our performance, make determinations
regarding the expansion of our operations, allocate resources among our operations and
determine the compensation of employees and management based on our financial results before
the overall effect of our share-based compensation expense, we have separately disclosed our
share-based compensation expense for each of the periods presented. We believe that disclosure
of our share-based compensation expense allows investors to better understand the primary
financial measures that we use to manage our business. In addition, separate disclosure of our
share-based compensation expense provides a useful approximation of our taxable income for
purposes of determining PRC enterprise income tax, or EIT, which is calculated based on our
income prior to any deduction for share-based compensation expense.
Noon buying rate of Renminbi per U.S. dollar
Period
Period-end
Average
(1)
Low
High
8.2800
8.2770
8.2800
8.2669
8.2767
8.2772
8.2800
8.2765
8.2765
8.2768
8.2771
8.2765
8.0702
8.1826
8.2765
8.0702
7.8041
7.9579
8.0702
7.8041
7.8041
7.8219
7.8350
7.8041
7.7714
7.7876
7.8127
7.7705
7.7410
7.7502
7.7632
7.7410
7.7232
7.7369
7.7454
7.7232
7.7090
7.7247
7.7345
7.7090
7.6516
7.6773
7.7065
7.6463
7.6187
7.6370
7.6680
7.6175
(1)
Annual averages are calculated from month-end rates. Monthly averages are calculated
using the average of the daily rates during the relevant period.
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