UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No.1)*

ZHAOPIN LIMITED
(Name of Issuer)

Class A ordinary shares, par value US$0.01 per share
(Title of Class of Securities)

98954L103(1)
(CUSIP Number)

May 25, 2017
(Date Of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[ ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

(1) This CUSIP number applies to the Issuer's American Depository Shares, each representing two Class A ordinary shares.


CUSIP No.98954L103                            13G/A            Page 2
of 5 Pages
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   1.  NAME OF REPORTING PERSON:

       Maso Capital Partners Limited
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   2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):

       (a) [ ]

       (b) [ ]
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   3.  SEC USE ONLY:

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   4.  CITIZENSHIP OR PLACE OF ORGANIZATION:

       Hong Kong
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   NUMBER OF      5.   SOLE VOTING POWER:
     SHARES            2,145,110
  BENEFICIALLY    ---------------------------------------------------
-----------
    OWNED BY      6.   SHARED VOTING POWER:
      EACH             0
   REPORTING      ---------------------------------------------------
-----------
     PERSON       7.   SOLE DISPOSITIVE POWER:
      WITH:            2,145,110
                  ---------------------------------------------------
-----------
                  8.   SHARED DISPOSITIVE POWER:
                       0
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   9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
       2,145,110
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  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:

       [ ]
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  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
       8.22% *
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  12.  TYPE OF REPORTING PERSON (See Instructions):
       CO
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* The percentages used in this Schedule 13G are calculated based on a
total of 26,081,577 Class A ordinary shares of the Issuer issued and
outstanding as of August 31, 2016, as reported in the Issuer's annual
report on Form 20-F filed on October 13, 2016. Beneficial ownership
information is presented as of May 25, 2017. Maso Capital Partners
Limited holds in aggregate 1,072,555 ADSs, representing 2,145,110
Class A Ordinary Shares, issued by Zhaopin Limited (the "Issuer").


CUSIP No.98954L103                          13G/A              Page 3
of 5 Pages
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Item 1.     (a)   Name of Issuer:

                  ZHAOPIN LIMITED
                  ---------------------------------------------------
-----------
            (b)   Address of Issuer's Principal Executive Offices:

                  5/F, Shoukai Plaza
                  No.10 Furong Street Wangjing,
                  Chaoyang District,Beijing
                  PEOPLE'S REPUBLIC OF CHINA
                  ---------------------------------------------------
-----------

Item 2.     (a)   Name of Person Filing:

                  (1) Maso Capital Partners Limited

                  ---------------------------------------------------
-----------
            (b)   Address of Principal Business Office, or if None,
Residence:

                  (1) 8/F Printing House
                        6 Duddell Street, Central
                        Hong Kong
--------------------------------------------------------------
            (c)   Citizenship:

                  (1) Hong Kong
                  ---------------------------------------------------
-----------
            (d)   Title of Class of Securities:

                  Class A ordinary shares, par value US$0.01 per
share ("Class A Ordinary Shares")
                  ---------------------------------------------------
-----------
            (e)   CUSIP Number:

                  98954L103
                  ---------------------------------------------------
-----------

Item 3.     If this statement is filed pursuant to Sections 240.13d-
1(b) or
            240.13d-2(b) or (c), check whether the person filing is a:

            (a) [ ]  Broker or dealer registered under Section 15 of
the Act
                     (15 U.S.C. 78o).

            (b) [ ]  Bank as defined in Section 3(a)(6) of the Act
                     (15 U.S.C. 78c).

            (c) [ ]  Insurance company as defined in Section 3(a)(19)
of the Act
                     (15 U.S.C. 78c).

            (d) [ ]  Investment company registered under Section 8 of
the
                     Investment Company Act of 1940 (15 U.S.C. 80a-8).

            (e) [ ]  An investment adviser in accordance with Section
                     240.13d-1(b)(1)(ii)(E);

            (f) [ ]  An employee benefit plan or endowment fund in
accordance
                     with Section 240.13d-1(b)(1)(ii)(F);

            (g) [ ]  A parent holding company or control person in
accordance
                     with Section 240.13d-1(b)(1)(ii)(G);

            (h) [ ]  A savings association as defined in Section 3(b)
of the
                     Federal Deposit Insurance Act (12 U.S.C. 1813);

            (i) [ ]  A church plan that is excluded from the
definition of an
                     investment company under Section 3(c)(14) of the
                     Investment Company Act of 1940 (15 U.S.C. 80a-3);

            (j) [ ]  A non-U.S. institution in accordance with
Section 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:___________________


CUSIP No.98954L103                         13G/A               Page 4
of 5 Pages
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Item 4.    Ownership as of May 25, 2017.

Maso Capital Partners Limited holds in aggregate 1,072,555 ADSs,
representing 2,145,110 Class A Ordinary Shares, issued by Zhaopin
Limited (the "Issuer").

           (a) Amount beneficially owned:
           2,145,110

           (b) Percent of Class:
           8.22%

           (c) Number of shares as to which such person has:

              (i)   Sole power to vote or to direct the vote:
                    2,145,110

              (ii)  Shared power to vote or to direct the vote:
                    0

              (iii) Sole power to dispose or to direct the
disposition of:
                    2,145,110

              (iv)  Shared power to dispose or to direct the
disposition of:
                    0

Item 5.    Ownership of Five Percent or Less of a Class.

           If this statement is being filed to report the fact that
as of the date
 hereof the
reporting person has ceased to be the beneficial owner of more than 5
percent of
the class of securities, check the following []

Item 6.    Ownership of More Than Five Percent on Behalf of Another
Person.

           Not Applicable

Item 7.    Identification and Classification of the Subsidiary which
Acquired
           the Security Being Reported on By the Parent Holding
Company.

           Not Applicable

Item 8.    Identification and Classification of Members of the Group.

           Not Applicable

Item 9.    Notice of Dissolution of Group.

           Not Applicable

Item 10.   Certification.

           By signing below I certify that, to the best of my
knowledge and
           belief, the securities referred to above 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.


CUSIP No.98954L103                         13G/A               Page 5
of 5 Pages
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                                  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.


Date:       June 1, 2017

By:    /s/ Manoj Jain
Name:  Manoj Jain
Title: Director

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