Exhibit
10.1


 


ORDINARY SHARES PURCHASE AGREEMENT


 


THIS ORDINARY
SHARES PURCHASE AGREEMENT (this “Agreement”), is made as of this 30th
day of January 2005, by and among China HR.com
Holdings Ltd., an exempted company limited by shares incorporated under the
laws of the Cayman Islands (the “Company”), TMP Worldwide Limited, a
company incorporated under the laws of the United Kingdom (the “Investor”),
and the shareholders of the Company listed on Schedule A hereto
(which persons and entities are hereinafter collectively referred to as the “Shareholders”
and each individually as a “Shareholder”).


 


RECITALS


 


WHEREAS,
the Investor desires to purchase from the Company, and the Company desires to
sell to the Investor, 22,815,357 of the Company’s ordinary shares, U.S. $.05
par value per share, (the “Shares”), at U.S. $2.1915 per share.


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants set forth in this Agreement, and intending to be legally bound, the
parties agree as follows:


 


SECTION 1.  PURCHASE AND SALE OF SHARES.


 


1.1          Sale
of Ordinary Shares.  Subject to
the terms and conditions of this Agreement, the Investor agrees to purchase at
the Closing (as defined below) and Company agrees to issue and sell to the
Investor at the Closing (as defined below) the Shares for the aggregate
purchase price of Fifty Million United States Dollars (U.S. $50,000,000) (the “Purchase
Price”).  The purchase and sale of
the Shares shall take place at the offices of Morrison & Foerster,
Entertainment Building, 30 Queen’s Road Central, Hong Kong at 10:00 a.m.,
on February 1, 2005, or at such other time and place as the Company and
the Investor shall mutually agree in writing (the “Closing”).


 


1.2          Closing.  For purposes of this Agreement, the date of
the Closing shall be referred to as the “Closing Date”.  In addition to the other deliverables
specified herein, at the Closing, the Company shall deliver to the Investor a
share certificate registered in the name of the Investor representing the
Shares being purchased by it at the Closing. 
As payment in full for the Shares being purchased by it under this
Agreement, and against delivery of the share certificate or certificates
therefor as aforesaid, at the Closing the Investor shall deliver the Purchase
Price to the Company by wire transfer of immediately available funds in
accordance with wire instructions provided by the Company to the Investor.   The Company and the Investor each agree to
use their reasonable best efforts to satisfy promptly the conditions to their
respective obligations to consummate the transactions contemplated hereby.


 


1.3          Additional
Shares.  If at any time
subsequent to the Closing it shall be determined that the Company’s
representations and warranties in Section 2.5 of this Agreement were
incorrect as of the Closing such that (i) the total number of Shares held by
the Investor subsequent to the Closing was less than 40% of the Fully-Diluted
Outstanding Shares (as defined below) then the Company shall immediately issue
to the Investor for no additional consideration that number of Ordinary Shares
(as hereinafter defined) so that the total number of Shares the


 


1





















 


Investor holds
after such issuance would have equaled 40% of the Fully-Diluted Outstanding
Shares as of a date immediately subsequent to the Closing.  For purposes of this Section 1.3, the “Fully-Diluted
Outstanding Shares” at any particular time shall equal the sum of: (i) the
number of Ordinary Shares outstanding at such time, (ii) the number of Ordinary
Shares into which any outstanding Preference Shares (as hereinafter defined)
are convertible at such time, and (iii) the number of shares issuable upon
exercise or conversion of other securities of the Company (including, without
limitation, any options, rights, warrants, or indebtedness of the Company),
including a maximum total of 6,919,716 Ordinary Shares subject to the Company’s
2005 Incentive Stock Option Plan (the “2005 Plan”).


 


SECTION 2.  REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.


 


The Company
hereby represents and warrants to the Investor that the statements contained in
this Section 2 are correct and complete as of the date of this Agreement,
and will be correct and complete on the Closing Date (as though made then and
as though the Closing Date were substituted for the date of this Agreement
throughout this Section 2), except as set forth in the Schedule of
Exceptions delivered by the Company on the date hereof (the “Schedule of
Exceptions”).  As used in this Section 2,
the “Company” shall mean the Company and its subsidiaries, including without
limitation, China-HR.com Corporation, China HR.com (Hong Kong) Limited, Ecareer
(Shanghai) Limited (“Ecareer Shanghai”) and Ecareer (Beijing) Limited (“Ecareer
Beijing”) (each subsidiary of the Company, whether or not specifically
identified in the preceding portion of this sentence, is referred to herein as
a “Subsidiary” and collectively, the “Subsidiaries”) unless the
context otherwise requires.  Nothing in
the Schedule of Exceptions shall be deemed adequate to disclose an
exception to a representation or warranty made herein, however, unless the Schedule of
Exceptions identifies the exception with reasonable particularity and describes
the relevant facts in reasonable detail. 
Without limiting the generality of the foregoing, the mere listing (or
inclusion of a copy) of a document or other item shall not be deemed adequate
to disclose an exception to a representation or warranty made herein (unless
the representation or warranty has to do with the existence of the document or
other item itself).  The Schedule of
Exceptions is arranged in paragraphs corresponding to the lettered and numbered
paragraphs contained in this Section 2.


 


2.1          Organization;
Power; Good Standing; Qualification. 
The Company is an exempted company limited by shares duly incorporated,
validly existing, and in good standing under the laws of the Cayman Islands,
has all requisite corporate power and authority to own and operate its
properties and assets and to carry on its business as now conducted and as
presently proposed to be conducted, to execute and deliver this Agreement and
any other agreement to which the Company is a party, the execution and delivery
of which is contemplated hereby, including the Shareholders Agreement attached
hereto as Exhibit A (the “Shareholders Agreement”), to issue and
sell the Shares and to carry out the provisions of this Agreement and the
Shareholders Agreement.  The Company is
duly qualified and is authorized to transact business in each jurisdiction in
which the conduct of the Company’s business or the nature of the property owned
by it requires such qualification and in which the failure so to qualify would
have a material adverse effect on its business, properties, prospects, or
financial condition.  Each Subsidiary is
validly existing and is in good standing in the jurisdiction of its
organization, has all requisite corporate power and authority to own and
operate its properties and assets and to carry on its business as now conducted
and as presently proposed to be conducted. 
Each Subsidiary is duly qualified and is authorized to transact business
in each jurisdiction in which


 


2





















 


the conduct of
such Subsidiary’s business or the nature of the property owned by it requires
such qualification and in which the failure so to qualify would have a material
adverse effect on its business, properties, prospects, or financial condition.


 


2.2          Authorization.  All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement and the Shareholders
Agreement, the performance of all obligations of the Company hereunder and
thereunder at the Closing and the authorization, issuance, sale and delivery of
the Shares have been taken or will be taken prior to the Closing, and this
Agreement and the Shareholders Agreement, when executed and delivered, will
constitute valid and legally binding obligations of the Company, enforceable in
accordance with its terms, except as such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditor’s rights and general principles of
equity.


 


2.3          Corporate
Power.  The Company has all
requisite legal and corporate power and authority to execute and deliver this
Agreement and the Shareholders Agreement, to sell and issue the Shares
hereunder, and to carry out and perform its obligations under the terms of each
of the foregoing agreements.


 


2.4          Governmental
Consents.  No consent, approval,
qualification, order or authorization of, or filing with, any local, state, or
federal governmental authority is required on the part of the Company in
connection with its valid execution, delivery, or performance of this
Agreement, the Shareholders Agreement or the offer, sale or issuance of the
Shares, except such post-Closing filings as may be required under applicable
laws, all of which will be timely filed after the Closing within the applicable
periods therefor.


 


2.5          Capitalization
and Voting Rights.


 


(a)           The
Company has 16,403,875 authorized series A preference shares, U.S. $.05 par
value per share (the “Preference Shares”), all of which are issued and
outstanding.  All of the Preference
Shares shall be converted to Ordinary Shares immediately prior to the Closing.


 


(b)           The
Company has 400,000,000 authorized ordinary shares, U.S. $.05 par value per
share (the “Ordinary Shares”), of which 22,870,194 shares are issued and
outstanding.  The outstanding Ordinary
Shares are owned beneficially by the shareholders that are set forth on Schedule 2.5(b)
hereto.


 


(c)           The
outstanding Ordinary Shares have been duly authorized and validly issued, are
fully paid and nonassessable, and were issued in accordance with the
registration or qualification provisions of the United States Securities Act of
1933, as amended (the “Securities Act”) and any relevant state, foreign
and local securities and similar laws or pursuant to valid exemptions
therefrom, and were not issued in violation of any preemptive rights, rights of
first refusal and similar rights.


 


(d)           Except
as set forth on Schedule 2.5(d) and except for the rights
provided in the Shareholders Agreement, there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first
refusal), proxy or shareholder agreements or agreements of any kind for the
purchase or acquisition from the Company of any of the


 


3





















 


Company’s securities.  The
Company has reserved a total of 6,919,716 Ordinary Shares for issuance pursuant
to the 2005 Plan.  The Company has issued
warrants to purchase an aggregate of 4,000,000 Ordinary Shares.  Set forth on Schedule 2.5(d)
is a list of all holders of options, warrants or other securities exercisable
or convertible into share capital of the Company, the number of shares covered
thereby and the applicable exercise or conversion price.  Except for the Shareholders Agreement, the
Company is not a party or subject to any agreement or understanding and there
is no agreement or understanding between any persons (whether or not the
Company or any of its subsidiaries is a party thereto), that affects or relates
to the voting or giving of written consents with respect to any security or the
voting by a director of the Company.


 


(e)           The Company has an
aggregate of 50,193,785 outstanding Ordinary Shares and Ordinary Shares
issuable upon conversion of the Preference Shares or exercise of outstanding
options or warrants.  At the Closing, an
aggregate of 15,970,750 Ordinary Shares will be purchased from the
Shareholders, as set forth on Schedule A, at an aggregate purchase
price of U.S.$35,000,000, so that at the Closing and giving effect to such
repurchase and the sale of the Shares to the Investor, the Company will have
outstanding 57,038,392 Ordinary Shares.


 


2.6          Valid
Issuance of Shares.  The Shares
that are being purchased by the Investor hereunder, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid, and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer under this Agreement, the Shareholders Agreement and
under applicable securities laws of the United States and other jurisdictions.


 


2.7          Subsidiaries.  Except as set forth on Schedule 2.7,
the Company does not own or control, directly or indirectly, any interest in
any other corporation, partnership, limited liability company, association, or
other business entity.  The Company is
not a participant in any joint venture, partnership, or similar arrangement.


 


2.8          Contracts
and Other Commitments.  Except as
set forth on Schedule 2.8, the Company does not have and is not
bound by any contract, agreement, lease, or commitment, written or oral,
absolute or contingent, other than (i) contracts for
the purchase of supplies and services that were entered into in the ordinary
course of business and that do not involve more than Twenty-Five Thousand
United States Dollars (U.S. $25,000), and do not extend for more than one year
beyond the date hereof, (ii) sales contracts
entered into in the ordinary course of business, (iii) contracts
terminable at will by the Company on no more than thirty (30) days’ notice
without cost or liability to the Company which neither involve any employment
or consulting arrangement nor are material to the conduct of the Company’s
business, (iv) confidentiality agreements, and (v) contracts provided for in this Agreement.  Neither the Company, nor, to the Company’s
knowledge, any other party to any contract covered by clauses (i) to (v) above,
is in default (or would be in default in the event of the giving of notice or passage
of time or both) under any contract, agreement, lease or commitment, including
but not limited to those covered by clauses (i) to (v) above.  Notwithstanding the foregoing, employment and
consulting contracts and contracts with labor unions, and license agreements
and any other agreements relating to the Company’s acquisition or disposition
of patent, copyright, trade secret or other proprietary rights or technology
(other than standard end-user license agreements) shall not be considered to be
contracts entered into in the ordinary course of business.  The Company


 


4





















 


is not in
violation of or default (or would be in default in the event of the giving of
notice or passage of time or both) under any provision of either the Ecareer
Beijing Cooperative Contract, dated December 2, 1999 or the Ecareer
Shanghai Cooperative Contract, dated July 20, 2000.


 


2.9          Related-Party
Transactions.  Except as set
forth on Schedule 2.9, no employee, officer, shareholder or director
of the Company or member of his or her immediate family is indebted to the
Company, nor is the Company indebted (or committed to make loans or extend or
guarantee credit) to any of them.  To the
best of the Company’s knowledge, none of such persons has any direct or
indirect ownership interest in any firm or corporation with which the Company
is affiliated or with which the Company has a business relationship, or any
firm or corporation that competes with the Company, except that employees,
shareholders, officers, or directors of the Company and members of their
immediate families may own stock in publicly traded companies that may compete
with the Company (but not exceeding 2% of the outstanding capital stock of any
such firm or corporation).  No officer,
director, or shareholder or any member of their immediate families is, directly
or indirectly, interested in any contract(s) or transaction(s) with the
Company.


 


2.10        Registration
Rights.  The Company is presently
not under any obligation and has not granted any rights to register under the
Securities Act or the securities laws and regulations of any jurisdiction any
of its presently outstanding securities or any of its securities that may
subsequently be issued.


 


2.11        Permits.  Except as set forth on Schedule 2.11,
the Company has all franchises, permits, licenses, and any similar authority
necessary for the conduct of its business as now being conducted by it, the
lack of which could materially and adversely affect the business, properties,
prospects, or financial condition of the Company, and believes it can obtain,
without undue burden or expense, any similar authority for the conduct of its
business as presently planned to be conducted. 
The Company is not in default in any material respect under any of such
franchises, permits, licenses or other similar authority.  Ecareer Shanghai and Ecareer Beijing are
properly and fully licensed by all applicable governmental authorities of the
Peoples Republic of China (the “PRC”) and are established and are owned,
and have conducted their respective businesses in accordance with all relevant
permits, licenses, approvals and all other applicable legal requirements of the
PRC.


 


2.12        Compliance
With Other Instruments.  The
Company is not in violation or default of any provision of its Memorandum of
Association, Articles of Association or Certificate of Incorporation or in any
respect of any provision of any mortgage, indenture, agreement, instrument, or
contract to which the Company is a party or by which the Company or any of its
properties or assets is bound or of any foreign, federal, state or local
judgment, order, writ, decree, statute, rule, regulation or restriction
applicable to the Company.  The
execution, delivery, and performance by the Company of this Agreement and the
Shareholders Agreement, and the consummation of the transactions contemplated
hereby and thereby, will not result in any such violation or default or
constitute, with or without the passage of time or giving of notice, either a
default under any such provision or an event that results in the creation of
any lien, charge, or encumbrance upon any assets of the Company or the
suspension, revocation, impairment, forfeiture, or nonrenewal of any material
permit, license, authorization, or approval applicable to the Company, its
business or operations, or any of its assets or properties.


 


5





















 


2.13        Litigation.  There is no action, suit, proceeding,
or investigation pending or, to the Company’s knowledge, currently threatened
against the Company that questions the validity of this Agreement, or the
Shareholders Agreement or the right of the Company to enter into such
agreements, or to consummate the transactions contemplated hereby or thereby,
or that might result, either individually or in the aggregate, in any adverse
change in the business, properties, prospects, or financial condition of the
Company, or in any change in the current equity ownership of the Company.  The foregoing includes, without limitation,
any action, suit, proceeding, or investigation pending or currently threatened
involving the prior employment of any of the Company’s employees, their use in
connection with the Company’s business of any information or techniques
allegedly proprietary to any of their former employers, their obligations under
any agreements with prior employers, or negotiations by the Company with
potential backers of, or investors in, the Company or its proposed
business.  The Company is not a party to
or, to the Company’s knowledge, named in or subject to any order, writ,
injunction, judgment, or decree of any court, government agency, or
instrumentality.  Except as set forth on Schedule 2.13,
there is no action, suit, proceeding or investigation by the Company currently
pending or that the Company currently intends to initiate.


 


2.14        Disclosure.  The Company has provided the Investor
with all the information that the Investor has requested for deciding whether
to purchase the Shares.  Neither this
Agreement nor the Shareholders Agreement, or certificates made or delivered in
connection herewith contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements herein or therein, in
light of the circumstances in which they were made, not misleading.  There is no fact known to the Company which
has had or could be reasonably expected to have a material adverse effect on
the assets, business, properties, prospects, financial condition or results of
operation of the Company which has not been disclosed or provided to the
Investor.


 


2.15        Private
Offering.  Subject in part to the
truth and accuracy of the Investor’s representations set forth in this
Agreement, the offer, sale and issuance of the Shares as contemplated by this
Agreement is exempt from the registration requirements of the Securities Act
and from the registration or qualification requirements of applicable state
securities laws, and neither the Company nor any authorized agent acting on its
behalf will take any action hereafter that would cause the loss of such
exemptions.


 


2.16        Title
to Property and Assets; Leases.  The
Company does not own any real or immovable property.  The Company owns or has valid rights to use
all property and assets (tangible and intangible) necessary for the conduct of
its business as now conducted.  Except (i) for liens for current taxes not yet delinquent, (ii) for liens imposed by law and incurred in the
ordinary course of business for obligations, not past due, to carriers,
warehousemen, laborers, materialmen and the like, (iii) for
liens in respect of pledges or deposits under workers’ compensation laws or
similar legislation or (iv) for minor defects
in title, none of which, individually or in the aggregate, materially
interferes with the use of such property, the Company has good and marketable
title to its property and assets free and clear of all mortgages, liens,
claims, and encumbrances.  With respect
to the property and assets it leases, the Company is in compliance with such leases
and, to the Company’s knowledge, holds a valid leasehold interest free of any
liens, claims, or encumbrances, subject to clauses (i)-(iv) above.


 


6





















 


2.17        Financial
Information.  The Company has
delivered to the Investor the Company’s consolidated audited financial
statements (consolidated income statement, consolidated balance sheet,
consolidated statement of changes in equity and consolidated cash flow
statement), as of and for the fiscal years ended December 31, 2003 and December 31,
2002 (the “Annual Financial Statements”) and unaudited consolidated
financial statements for the nine months
ended September 30, 2004 (the “Interim
Financial Statements” and, together with the Annual Financial Statements,
the “Financial Statements”), which Financial Statements are attached
hereto as Schedule 2.17. The Financial Statements are true,
complete and correct in all material respects, are in accordance with the books
and records of the Company, and present fairly the financial position of the
Company as of and at the dates indicated and the results of their operations
and cash flows for the periods specified. 
The Financial Statements have been prepared in conformity with International
Standards on Accounting (“ISA”) on a consistent basis throughout the
periods involved, except as may be expressly stated in the related notes
thereto and subject, in the case of the Interim Financial Statements to normal
year end adjustments and the omission of certain footnotes that may be required
by ISA.  Except as set forth in the
Financial Statements, the Company does not have any liabilities (whether
accrued, absolute, unlimited, contingent or otherwise, whether due or to become
due, and regardless of when asserted) arising out of transactions entered into
at or prior to the Closing, or any action or inaction at or prior to the
Closing or any state of facts existing at or prior to the Closing other than
(i) immaterial liabilities and obligations, that have arisen after September 30,
2004 in the ordinary course of business (none of which is a liability resulting
from breach of contract, breach of warranty, infringement, claim or lawsuit),
or (ii) obligations that would not be required to be reflected in financial
statements presented in accordance with ISA. 
ISA, as it applies to the Financial Statements, is not materially
different than generally accepted accounting principles as applied in the
United States.  The consolidated income
statements included in the Financial Statements do not contain any material
items of non-recurring income or other income not earned in the ordinary course
of business except as expressly specified therein.


 


2.18        Changes.  Except as set forth in Schedule 2.18,
since September 30, 2004, there has not been:


 


(a)           any
change in the assets, liabilities, financial condition, or operating results of
the Company from that reflected in the Financial Statements, except for changes
in the ordinary course of business that have not been, in the aggregate,
materially adverse;


 


(b)           any
damage, destruction or loss, whether or not covered by insurance, materially
affecting the business, properties, prospects, or financial condition of the
Company (as such business is presently conducted and as it is presently
proposed to be conducted);


 


(c)           any
waiver or compromise by the Company of a valuable right or of a material debt
owed to it;


 


(d)           any
satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by the Company, except in the ordinary course of business and that
is not material to the business, properties, prospects or financial condition
of the Company;


 


(e)           any
material change to a material contract or arrangement by which the Company or
any of its assets is bound or subject;


 


7





















 


(f)            any
material change in any compensation arrangement or agreement with any employee,
officer, director or shareholder;


 


(g)           any
sale, assignment, or transfer of any patents, trademarks, copyrights, trade
secrets, or other intangible assets;


 


(h)           any
resignation or termination of employment of any key officer of the Company; and
the Company, to the best of the Company’s knowledge, does not know of the
impending resignation or termination of employment of any such officer;


 


(i)            receipt
of notice that there has been a loss of, or material order cancellation by, any
major customer of the Company;


 


(j)            any
mortgage, pledge, transfer of a security interest in, or lien, created by the
Company, with respect to any of its properties or assets, except liens for
taxes not yet due or payable;


 


(k)           any
loans or guarantees made by the Company to or for the benefit of its employees,
shareholders, officers, or directors, or any members of their immediate
families, other than travel advances and other advances made in the ordinary
course of its business;


 


(l)            any
declaration, setting aside, or payment of any dividend or other distribution of
the Company’s assets in respect of any of the Company’s share capital, or any
direct or indirect redemption, purchase, or other acquisition of any of such
shares by the Company;


 


(m)          to
the best of the Company’s knowledge, any other event or condition of any
character that is reasonably likely to materially and adversely affect the
business, properties, prospects, or financial condition of the Company (as such
business is presently conducted and as it is presently proposed to be
conducted); or


 


(n)           any
agreement or commitment by the Company to do any of the things described in
this Section 2.18.


 


2.19        Patents
and Trademarks.


 


(a)           Except
as set forth on Schedule 2.19, the Company owns or possesses full
legal rights to all patents, patent applications, patent rights, trademarks,
trademark applications, service marks, trade names, copyrights, trade secrets,
licenses, information, and proprietary rights and processes necessary for its
business as now conducted and as currently proposed to be conducted without any
conflict with, or infringement of, the rights of others. Schedule 2.19
contains a complete list of trademarks, trademark applications, patents and
pending patent applications of the Company, if any.  Except for agreements with its own employees
or consultants, substantially in the form referenced in Section 2.21
below, and end-user internal use software license and support/maintenance
agreements, there are no outstanding options, licenses, or agreements of any
kind relating to the foregoing, nor is the Company bound by or a party to any
options, licenses, or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, and proprietary rights and processes of any other person or
entity.  The Company has not received any
notice of or


 


8





















 


communication alleging a violation of any patent, trademark, service
mark, trade name, copyright, trade secret, or other proprietary right or
process of any other person or entity. 
All prior art known to the Company which may be or may have been
pertinent to the examination of any United States patent or patent application
listed on Schedule 2.19 has been cited to the United States Patent
and Trademark Office.


 


(b)           To
the best knowledge of the Company,


 


(i)            the Company has not
violated or, by conducting its business as proposed, would not violate any of
the patents, trademarks, service marks, trade names, copyrights, trade secrets,
or other proprietary rights or processes of any other person or entity;


 


(ii)           All technical
information developed by and belonging to the Company which has not been
patented has been kept confidential;


 


(iii)          none of the Company’s
employees is obligated under any contract (including licenses, covenants, or
commitments of any nature) or other agreement, or subject to any judgment,
decree, or order of any court or administrative agency, that would interfere
with the use of such employee’s best efforts to promote the interests of the
Company or that would conflict with the Company’s business as currently
conducted or proposed to be conducted;


 


(iv)          neither the execution,
delivery and performance of this Agreement, nor the carrying on of the Company’s
business by the employees of the Company, nor the conduct of the Company’s
business as proposed, will conflict with or result in a breach of the terms,
conditions, or provisions of, or constitute a default under, any contract,
covenant, or instrument under which any of such employees is now obligated;


 


(v)           it would not be
necessary to use any inventions of any of the Company’s employees (or persons
the Company currently intends to hire) made prior to their employment by the
Company which use would be in violation of any such employee’s terms of
employment with such former employer; and


 


(vi)          neither the execution
nor delivery of this Agreement, nor the carrying on of the Company’s business
by the officers or other personnel of the Company, nor the conduct of the
Company’s business as currently proposed, will conflict with or result in a
breach of the terms, conditions, or provisions of, or constitute a default
under, any contract, covenant, or instrument under which any of such officers
or other personnel is now obligated.


 


2.20        Employees;
Employee Compensation.  There are
no strikes, labor disputes or union organization activities pending or, to the
best knowledge of the Company, threatened between the Company and its
employees, the Company is not party to any collective bargaining agreement and
the Company is not aware of any labor organization or activity involving its
employees.  To the best of the Company’s
knowledge, the Company has complied in all material respects with all
applicable laws related to employment. 
Except as set forth on Schedule 2.20(i), the Company is not
a party to or bound by any currently effective employment contract, deferred
compensation agreement, bonus plan, incentive plan, profit sharing plan,
retirement agreement, or other employee compensation agreement.  The Company does not have any Employee
Benefit Plan as defined in the Employee Retirement Income Security Act of 1974,
as amended. The Company is not aware that any officer or key employee, or that
any group of key employees,


 


9





















 


intends to
terminate their employment with the Company, nor does the Company have a
present intention to terminate the employment of any of the foregoing. Subject
to general principles related to wrongful termination of employees and other
than as set forth on Schedule 2.20(ii), the employment of each
officer and employee of the Company is terminable at the will of the Company.


 


2.21        Employee
Confidentiality Agreements.  Except
as set forth on Schedule 2.21, each employee, consultant and
officer of the Company has on or prior to the date hereof executed a form of
proprietary information and inventions agreement.  The Company is not aware that any of its
employees, consultants or officers is in violation thereof, and the Company
will use its best efforts to prevent any such violation.


 


2.22        Development
and Marketing Rights.  To the best
of its knowledge, the Company has not granted rights to develop, manufacture,
license, market, distribute or sell any of its products or services to any
other person and is not bound by any agreement that affects the Company’s
exclusive right to develop, manufacture, license, market, distribute or sell
its products or services.


 


2.23        Taxes.


 


(a)           The
Company and each of its Subsidiaries has (i) filed all tax returns or reports
(federal, state, local or foreign) as required by law, and all such tax returns
and reports were true, correct and complete in all material respects, (ii) duly
and timely paid all taxes and other assessments due, except those contested by
it in good faith and for which adequate reserves have been set forth in the
Financial Statements, (iii) made adequate provisions in the Financial
Statements for all taxes, assessments, and governmental charges with respect to
its business, properties, and operations, and (iv) withheld or collected from
each payment made to each of its employees, the amount of all taxes, including,
but not limited to, income and employment taxes, required to be withheld or
collected therefrom, and paid the same to the proper tax receiving officers or
authorized depositories.  The Company has
provided the Investor with complete copies of all material income tax returns
of the Company or its Subsidiaries relating to taxable periods beginning after December 31,
2000 and any audit report issued in the last three years.


 


(b)           Neither
the Company nor any of its Subsidiaries has had any tax deficiency proposed or
assessed against it, or has executed any waiver of any statute of limitations
on the assessment or collection of any tax or governmental charge.  No tax proceedings, audits or other
investigations by or involving any taxing authority are currently in progress
with respect to the Company or any of its Subsidiaries, nor has the Company or
any of its Subsidiaries received any notice from any taxing authority that it
intends to conduct such a proceeding, audit or investigation.


 


(c)           Neither
the Company nor any of its Subsidiaries (i) is a party to any tax sharing or
allocation agreement, or (ii) has requested or received a ruling from any tax
authority or signed a closing or other agreement with any tax authority.  No Subsidiary of the Company is a corporation
organized under the laws of the United States, or any State or political
subdivision thereof.  Neither the Company
nor any of its Subsidiaries has ever been a member of any consolidated,
combined, unitary, aggregate, or affiliated group filing or required to file a
return on a consolidated, combined, unitary, aggregate, or affiliated group
basis, under the laws of any


 


10





















 


jurisdiction, other than the group the parent of which is the
Company.  Neither the Company nor any of
its affiliates is currently a party to any joint venture, partnership or other
arrangement that could be treated as a partnership for U.S. income tax
purposes.


 


(d)           The
Company has provided the Investor with a true and complete list of each of the
shareholders of the Company and their respective interest in the Company.  None of the shareholders of the Company, nor,
to the knowledge of the Company, any of the beneficial owners of the
shareholders of the Company, are (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
the United States or under the law of the United States or any state, (iii) an
estate, the income of which is subject to United States federal income taxation
regardless of its source or (iv) a trust which is subject to the supervision of
a court within the United States and the control of one or more United States
persons.    Neither the Company nor its
Subsidiaries holds any “United States property” within the meaning of Section 956
of the United States Internal Revenue Code of 1986, as amended (the “Code”).  The Company was not a “passive foreign
investment company” within the meaning of Section 1297 of the Code in 2004
and does not expect to be a passive foreign investment company in 2005.


 


(e)           The
Company and each of its Subsidiaries are in compliance in all material respects
with all terms and conditions of any tax exemptions, tax holiday or other tax
reduction agreement, approval or order of any government, and the consummation
of the transactions contemplated by this Agreement will not have any adverse
effect on the validity and effectiveness of any such tax exemptions, tax
holiday or other tax reduction agreement, approval or order.  The Schedule of Exceptions lists each
tax incentive granted to or enjoyed by Company or its Subsidiaries, the period
for which such tax incentive applies, and the nature of such tax
incentive.  Company and its Subsidiaries
have complied with all material requirements of applicable law to be entitled
to claim all such incentives. 
Consummation of the transactions contemplated by this Agreement will not
adversely affect the continued qualification for the incentives or the terms or
duration thereof or require any recapture of any previously claimed incentive,
and no consent or approval of any governmental authority is required, other
than as contemplated by the Schedule of Exceptions, prior to the
consummation of the transactions contemplated by this Agreement in order to
preserve the entitlement of the Company or its Subsidiaries to any such
incentive.


 


2.24        Insurance.
The Company will use its best efforts to obtain on commercially
reasonable terms, as soon as practicable after the Closing, fire and casualty
insurance policies and other insurance of the kinds and in the amounts (a)
sufficient for compliance by the Company with all requirements of law and of
all agreements to which the Company is a party and (b) not less than is
customarily obtained by corporations engaged in the same or similar business
and similarly situated.


 


2.25        Environmental
and Safety Laws.  The Company is
not in material violation of any applicable statute, law or regulation relating
to the environment or occupational health and safety, and no material
expenditures are or will be required in order to comply with any such existing
statute, law or regulation.


 


2.26        Customers.  Schedule 2.26 is a true, correct
and complete list of the Company’s ten (10) largest customers by dollar volume
of sales made or services provided for each of the


 


11





















 


calendar year
2003 and the calendar year 2004.  In the
last twelve months, none of the Company’s customers, whether or not one of the
Company’s ten (10) largest, has before the scheduled expiration of its
arrangement with the Company canceled or otherwise terminated, or, to the
knowledge of the Company and the Shareholders, threatened to cancel or
otherwise terminate, its relationship with the Company before the scheduled
expiration of its arrangement with the Company. 
The Company has not received any notice and has no knowledge or reason
to believe that any customer intends to cancel or otherwise modify its
relationship with the Company on account of the transactions contemplated
hereby or otherwise.


 


2.27        No
Side Agreements.  Other than this
Agreement, the Shareholders Agreement, and the agreements expressly
contemplated hereby or thereby or disclosed herein or therein, there are no
agreements entered into, or currently intended to be entered into, between or
among the Company and any of its shareholders.


 


2.28        Books
and Records.  The books and
records of the Company, including, without limitation, its share capital record
books and minute books, are complete and correct in all material respects and
accurately and fairly reflect all meetings and other corporate actions of the
Company’s shareholders and its Board of Directors and committees thereof and
all material information relating to its business, the nature, acquisition,
maintenance, location and character of its assets, and the nature of all
transactions giving rise to its obligations or accounts receivable.


 


2.29        Brokers.  Except as set forth on Schedule 2.29,
the Company has no contract, arrangement or understanding with any broker,
finder or similar agent with respect to the transactions contemplated by this
Agreement.


 


2.30        Certain
Business Practices; Compliance with Laws.


 


(a)           Neither
the Company nor, to the knowledge of the Company or the Shareholders, any
director, officer, agent or employee of the Company has (i) used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity, (ii)  issued any unlawful
payment or other consideration to foreign or domestic government
officials, suppliers, employees, other third parties or to foreign or
domestic political parties or campaigns
or  (iii) violated, any provision of the Foreign Corrupt
Practices Act of 1977, as amended (the “FCPA”), or (iii) made any other
unlawful payment under United States or other law.


 


(b)           No
payments or other consideration granted would violate any provision
of the FCPA if such payments had been made by the Investor, any domestic
concern (as defined in the FCPA) or any other concern which is subject to
the requirements of the FCPA.


 


(c)           The
Company and the Shareholders are in compliance with all laws, statutes, rules
and regulations, including but not limited to those of any federal, state or
local governmental authority in the United States applicable to such Person (as
hereinafter defined), including without limitation the requirements of
Executive Order No. 13224, 66 Fed. Reg. 49079 (September 25, 2001) (the “Order”)
and other similar requirements contained in the Office of Foreign asset
Control, Department of Treasury (“OFAC”) and in any enabling legislation
or other Executive Orders in respect thereof (the Order and such other rules,
regulations, legislation or orders are collectively called the “Orders”).  In addition, the representation and warranty


 


12





















 


contained in the immediately preceding sentence would remain accurate
assuming for purposes hereof each of the following alternatives: that the
Investor was (i) the beneficial owner of in excess of 50% but less than 100% of
the fully-diluted shares of the Company and (ii) the beneficial owner of 100%
of the fully-diluted shares of the Company. For purposes of this Section, “Person”
shall mean any corporation, partnership, limited liability company, joint
venture, individual, trust, real estate investment trust, banking association,
federal or state savings and loan institution and any other legal entity,
whether or not a party hereto.


 


(d)           None
of the Company, any Shareholder nor any customer or supplier of the Company or
any other Person with whom the Company has done business at any time since January 1,
2004:


 


(i)            is listed on (a) the
Specially Designated Nationals and Blocked Persons List maintained by OFAC
and/or on any other list of terrorists or terrorist organizations maintained
pursuant to any of the rules and regulations of OFAC or pursuant to any other
applicable laws, regulations or orders, (b) the Denied Persons List maintained
by the United States Department of Commerce (the “DOC”), (c) the
Unverified List maintained by the DOC or (d) the Debarred List maintained by
the United States Department of State 
(such lists are collectively referred to as the “Lists”);


 


(ii)           has been indicted or
arrested for money laundering or for predicate crimes to money laundering,
convicted or pled nolo contendere to charges involving money laundering or
predicate crimes to money laundering;


 


(iii)          has been determined by
competent authority to be subject to the prohibitions contained in the Orders;


 


(iv)          is owned or controlled
by, nor acts for or on behalf of, any Person on the Lists or any other Person
who has been determined by competent authority to be subject to the
prohibitions contained in the Orders;


 


(v)           shall transfer or
permit the transfer of any interest in the Company, any such Shareholders or
any such other party to any Person who is, or whose beneficial owners are,
listed on the Lists; or


 


(vi)          shall assign this
Agreement or any interest herein, to any Person who is listed on the Lists or
who is engaged in illegal activities.


 


The
representation and warranties in this Section 2.30 are not intended in any
way to limit any of the other representations and warranties hereunder,
including but not limited to those set forth in Section 2.12.


 


SECTION 3.  REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR.


 


The Investor
hereby represents and warrants to the Company that:


 


3.1          Authorization.   All corporate action on the part of the
Investor, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this


 


13





















 


Agreement and
the Shareholders Agreement and the performance of all obligations of the
Investor hereunder and thereunder at the Closing have been taken or will be
taken prior to the Closing, and this Agreement and the Shareholders Agreement,
when executed and delivered, will constitute valid and legally binding
obligations of the Investor, enforceable in accordance with its terms, except as
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditor’s rights and general principles of equity.


 


3.2          Purchase
Entirely for Own Account.  This
Agreement is made with the Investor in reliance upon the Investor’s
representation to the Company, which by the Investor’s execution of this
Agreement the Investor hereby confirms, that the Shares will be acquired for
investment for the Investor’s own account, not as a nominee or agent, and not
with a view to the resale, transfer or distribution of any part thereof, and
that the Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same.  By executing this Agreement, the Investor
further represents that the Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of
the Shares.


 


3.3          Reliance
Upon Investor’s Representations.  The
Investor understands that the Shares might not be registered under the
Securities Act on the ground that the sale provided for in this Agreement is
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof, and that the Company’s reliance on such exemption is predicated on the
Investor’s representations set forth herein. 
The Investor realizes that the basis for the exemption may not be
present if, notwithstanding such representations, the Investor has in mind
merely acquiring the Shares for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise.  The Investor has no such intention.


 


3.4          Receipt
of Information.  The Investor
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the sale of the Shares
and the business, properties, prospects, and financial condition of the Company
and to obtain additional information necessary to verify the accuracy of any
information furnished to the Investor or to which the Investor had access; the
foregoing, however, does not limit or modify the representations and warranties
of the Company in Section 2 of this Agreement or the right of the Investor
to rely thereon.


 


3.5          Investment
Experience.  The Investor
represents that its is experienced in evaluating and investing in private
placement transactions of securities of companies in a similar stage of
development and acknowledges that the Investor is able to fend for itself, can
bear the economic risk of the Investor’s investment for an indefinite period of
time, and has such knowledge and experience in financial and business matters
that the Investor is capable of evaluating the merits and risks of the
investment in the Shares.


 


3.6          Accredited
Investor.  The Investor
represents to the Company that it is an “accredited investor” within the
meaning of Rule 501 of Regulation D adopted pursuant to the Securities Act.


 


3.7          Finder’s
Fees.  The Investor neither is
nor will be obligated for any finder’s fee or commission in connection with
this transaction.


 


14





















 


3.8          Restricted
Shares.  The Investor understands
that the Shares it is purchasing may not be sold, transferred, or otherwise
disposed of without registration under the Securities Act or an exemption
therefrom, and that in the absence of an effective registration statement
covering the Shares or an available exemption from registration under the
Securities Act, the Shares must be held indefinitely.  In particular, the Investor is aware that the
Shares may not be sold pursuant to Rule 144 promulgated under the Securities
Act unless all of the conditions of that Rule are met.  Among the conditions for use of Rule 144 may
be the availability of current information to the public about the
Company.  Such information is not now
available.


 


3.9          Legends.  Each certificate or other document
evidencing any of the Shares shall be endorsed with the legends substantially
in the form set forth below:


 


(a)           The
following legend under the Securities Act:


 


“THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


(b)           Any
legend imposed or required by the Company’s Memorandum of Association, Articles
of Association, the Shareholders Agreement or any other applicable securities
laws.


 


SECTION 4.  CONDITIONS PRECEDENT TO INVESTOR’S
OBLIGATIONS.


 


The
obligations of the Investor under Section 1.1 of this Agreement are
subject to the fulfillment to the Investor’s satisfaction of each of the
following conditions as of the Closing Date (unless otherwise indicated):


 


4.1          Representations
and Warranties.  The
representations and warranties of the Company contained in Section 2 and
otherwise made by the Company in writing in connection with the Closing shall
be true, correct and complete in all material respects on and as of the Closing
Date.


 


4.2          Performance;
Due Diligence.  The Company shall
have performed and complied with all agreements, obligations, and conditions
contained in this Agreement that are required to be performed or complied with
by it.  As of the Closing Date, the
Investor shall have been satisfied in its sole discretion with its due diligence
examination of the business, prospects, financial condition, operations,
property and affairs of the Company.


 


4.3          No
Material Adverse Change.  There
shall not have occurred any material change, or event, development, or change
of circumstance that constitutes or could reasonably be expected to constitute,
individually or in the aggregate, a material adverse change in the business
operations, properties, assets, liabilities, financial condition, results of
operations or prospects of the Company.


 


15





















 


4.4          Conversion
of Preference Shares.  Any and
all issued and outstanding Preference Shares shall have been converted into
Ordinary Shares of the Company and no outstanding shares of the Company shall
have any rights superior to those of the Ordinary Shares.


 


4.5          Qualifications.  All authorizations, approvals, or
permits, if any, of any governmental authority or regulatory body of the United
States or other country or of any state that are required in connection with
the lawful issuance and sale of the Shares pursuant to this Agreement shall be
duly obtained and effective.


 


4.6          Consents,
Waivers, Etc.  The Company shall
have obtained all consents or waivers, if any, necessary to execute and deliver
this Agreement and the Shareholders Agreement and issue the Shares, and to
carry out the transactions contemplated hereby and thereby, and all such
consents and waivers shall be in full force and effect.  All corporate and other actions or
proceedings and governmental filings necessary to effectuate the terms of this
Agreement, the Shareholders Agreement, and the other agreements and instruments
executed and delivered by the Company in connection herewith shall have been
made or taken, and shall be reasonably satisfactory in form and substance to
the Investor, except for any post-sale filing that may be required under
applicable laws.  In addition to the
documents set forth below in Section 4.7, the Company shall have provided
to the Investor any other information, counterpart original and/or certified or
other copies of documents that the Investor may reasonably request.


 


4.7          Closing
Documentation.  The Investor
shall have received prior to or at the Closing all of the following documents
or instruments, each in form and substance reasonably satisfactory to the
Investor and its counsel:


 


(a)           Director’s Certificate. 
A certificate of a Director of the Company certifying as to: (i) the
Company’s attached Memorandum of Association, (ii) the Company’s attached
Articles of Association, (iii) the Company’s attached Certificate of
Incorporation, (iv) the resolutions of the Company’s Board of Directors
approving this Agreement and the Shareholders Agreement, and authorizing the
issuance and/or sale of the Shares and the other transactions contemplated
hereby, and (v) the incumbency of the officers executing this Agreement, the
Shareholders Agreement, and the other agreements, certificates, documents and
instruments contemplated hereby and thereby. 
The Investor may conclusively rely on such certificate until it shall
receive a further certificate of the Director of the Company canceling or
amending the prior certificate and submitting the signatures of the officers
named in such further certificate.


 


(b)           Certificate of Good Standing.  A certificate of good standing as to the
Company certified by the Registrar of Companies of the Cayman Islands and a
certificate of good standing as to China-HR.com Corporation certified by the
Registrar of Companies of the British Virgin Islands, in each case as of a
reasonably recent date prior to the Closing Date.


 


(c)           Shareholders Agreement. 
The Shareholders Agreement in the form attached hereto as Exhibit A
duly executed and delivered by the parties named therein.


 


(d)           Share Certificates. 
The Company shall have delivered the share certificate or certificates
to the Investor for the Closing pursuant to Section 1.2 hereof.


 


16





















 


4.8          Board
of Directors.  Effective as of
the Closing, (Kathy) XU Xin, Gordon KWONG Che Keung, Adrian FU Hau Chak and
(Jason) ZHANG Jianguo as well as Andrew J. McKelvey and two other directors
designated by the Investor shall be the only members of the Company’s Board of
Directors.


 


SECTION 5.  CONDITIONS OF THE COMPANY’S OBLIGATIONS AT
CLOSING.


 


The
obligations of the Company to the Investor under this Agreement are subject to
the fulfillment, on or before the Closing, of each of the following conditions
by the Investor:


 


5.1          Representations
and Warranties.  The
representations and warranties of the Investor contained in Section 3
shall be true and correct on and as of the Closing.


 


5.2          Payment
of Purchase Price.  The Investor
shall have delivered the Purchase Price specified in Section 1.1.


 


5.3          Qualifications.  All authorizations, approvals, or
permits, if any, of any governmental authority or regulatory body of the United
States or other country or of any state that are required in connection with
the lawful issuance and sale of the Shares pursuant to this Agreement shall be
duly obtained and effective.


 


5.4          Shareholders
Agreement.  The Investor shall
execute and deliver the Shareholders Agreement.


 


SECTION 6.  INDEMNIFICATION.


 


6.1          Indemnification
by the Company and the Shareholders.  The Company and each
Shareholder agrees, jointly and severally, to indemnify, defend and save the
Investor and its affiliates, and each of their respective officers, directors,
employees, agents, employee benefit plans and fiduciaries, plan administrators
or other parties dealing with any such plans (each, an “Indemnified Investor
Party”), harmless from and against, and to promptly pay to an Indemnified
Investor Party or reimburse an Indemnified Investor Party for, any and all
liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated,
or otherwise), obligations, deficiencies, demands, claims, suits, actions,
causes of action, assessments, losses, costs, expenses, interest, fines,
penalties, actual and punitive damages and costs or expenses of any and all
investigations, proceedings, judgments, environmental analyses, remediations,
settlements and compromises (including reasonable fees and expenses of
attorneys, accountants and other experts incurred by any indemnified party in
any action or proceeding between such indemnified party and the indemnitor or
between any indemnified party and any third party or otherwise) (individually a
“Loss” and collectively, the “Losses”) sustained or incurred by
any Indemnified Investor Party relating to, resulting from, arising out of or
otherwise by virtue of (i) any misrepresentation or breach of a representation
or warranty made herein by the Company, (ii) any non-compliance with or breach
by the Company or a Shareholder, or any affiliate of the Company or a
Shareholder, of any of their respective covenants or agreements contained in
this Agreement or the Shareholders Agreement to be performed by the Company, a
Shareholder or any affiliate of the Company or a Shareholder or (iii) any
allegations by a third party that is not an Indemnified Investor Party which,
if true, would constitute a misrepresentation or breach of a representation or
warranty made herein by the Company or non-compliance with or breach by the
Company or a Shareholder of any of their respective covenants or agreements
contained in this Agreement or


 


17





















 


the
Shareholders Agreement to be performed by the Company, a Shareholder or any of
their respective affiliates.


 


6.2          Indemnification
by the Investor.  The
Investor agrees to indemnify, defend and save the Company and each Shareholder
and his, her or its affiliates, and each of their respective officers,
directors, employees, agents, employee benefit plans and fiduciaries, plan
administrators or other parties dealing with such plans (each, an “Indemnified
Company Party”) harmless from and against, and to promptly pay to an
Indemnified Company Party or reimburse an Indemnified Company Party for, any
and all Losses sustained or incurred by any Indemnified Company Party relating
to, resulting from, arising out of or otherwise by virtue of (i) any
misrepresentation or breach of a representation or warranty made herein by the
Investor, (ii) any non-compliance with or breach by the Investor or its
affiliates of any of the covenants or agreements contained in this Agreement or
the Shareholders Agreement to be performed by the Investor or its affiliates or
(iii) any allegations by a third party that is not an Indemnified Company Party
which, if true, would constitute a misrepresentation or breach of a
representation or warranty made herein by the Investor or non-compliance with
or breach by the Investor of any of its covenants or agreements contained in
this Agreement or the Shareholders Agreement to be performed by the Investor or
its affiliates.


 


6.3          Procedure
for Indemnification.  The following procedure shall apply to the
foregoing agreements to indemnify and hold harmless:


 


(a)           The
party who is seeking indemnification (the “Claimant”) shall give written
notice to the party from whom indemnification is sought (the “Indemnitor”)
promptly after the Claimant learns of the claim or proceeding provided, that the failure to give such notice shall not
relieve the Indemnitor of its obligations hereunder except to the extent it is
actually damaged thereby.


 


(b)           With
respect to any third-party claims or proceedings as to which the Claimant is
entitled to indemnification, the Indemnitor shall have the right to select and
employ counsel of its own choosing to defend against any such claim or
proceeding, to assume control of the defense of such claim or proceeding, and
to compromise, settle or otherwise dispose of the same, if the Indemnitor deems
it advisable to do so, all at the expense of the Indemnitor.  The parties
will fully cooperate in any such action, and shall make available to each other
any books or records useful for the defense of any such claim or
proceeding.  The Claimant may elect to participate in the defense of any
such third party claim, and may, at its sole expense, retain separate counsel
in connection therewith.  Subject to the foregoing (i) the Claimant shall
not settle or compromise any such third party claim without the prior written
consent of the Indemnitor and (ii) the Indemnitor shall not settle or
compromise any such third party claim without the prior written consent of the
Claimant, in each case of (i) and (ii) which consent shall not be unreasonably
withheld.


 


6.4          Limitations
on Indemnification Rights.


 


(a)           Notwithstanding
anything to the contrary contained in this Agreement, it is understood and
agreed that no claim for recovery of indemnifiable damages may be asserted
based on a representation, warranty or applicable portion thereof set forth in
this Agreement or


 


18





















 


the Shareholders Agreement after such representation, warranty or
applicable portion thereof has been extinguished in accordance with Section 7.2 hereof


 


(b)           Notwithstanding
anything to the contrary contained in this Agreement, neither the Indemnified
Investor Parties, on the one hand, nor the Indemnified Company Parties, on the
other hand, shall be entitled to be indemnified pursuant to Section 6.1,
Section 6.2 or any other provision hereof unless and until the aggregate
of all Losses incurred by the Indemnified Investor Parties or the Indemnified
Company Parties, as the case may be, exceeds $100,000.


 


(c)           Notwithstanding
anything to the contrary contained in this Agreement, (i) the indemnification
obligations of the Company under Section 6.1 shall not exceed
U.S.$17,500,000, (ii) the indemnification obligations of a Shareholder under Section 6.1
shall not exceed the amount payable by the Company to the Shareholder for the
purchase of such Shareholder’s Ordinary Shares as set forth on Schedule A
hereto and (iii) the indemnification obligations of the Investor under Section 6.2
shall not exceed U.S.$17,500,000.


 


6.5          Waiver
of Claims.  Without in any way limiting the obligations of the
Shareholders under this Agreement, the Shareholders hereby expressly and
irrevocably waive any rights of contribution, subrogation, recoupment,
counterclaim, set-off or indemnification that the Shareholders may have against
the Company.


 


6.6          Sole
Remedy for Damages.  The indemnification obligations of the
parties set forth in this Section 6
shall constitute the sole and exclusive remedy of the parties for the recovery
of money damages with respect to any and all matters arising out of this
Agreement.  Notwithstanding the foregoing, the terms of this Section 6.6 shall not be construed as limiting in any
way whatsoever any remedy to which any party may be entitled other than the
recovery of money damages, including but not limited to equitable remedies,
specific performance, injunctive relief and rescission.


 


SECTION 7.  MISCELLANEOUS.


 


7.1          Entire
Agreement.  This Agreement and
the documents referred to herein constitute the entire agreement among the
parties and no party shall be liable or bound to any other party in any manner
by any warranties, representations, or covenants except as specifically set
forth herein or therein.


 


7.2          Survival
of Warranties.  The warranties,
representations, and covenants of the Company and the Investor contained in or
made pursuant to this Agreement shall survive for a period of two years from
the Closing except for those set forth in Section 2.23, which shall
survive until the termination of the applicable statute of limitations, and
Sections 2.5 and 2.6, which shall survive indefinitely.


 


7.3          Successors
and Assigns.  Except as otherwise
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties (including permitted transferees of any Shares).  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


19





















 


7.4          Governing
Law/Venue.  This Agreement shall
be governed by and construed under the laws of the State of New York without
regard to that state’s conflicts of laws principles.


 


7.5          Counterparts;
Originals.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  This Agreement may be
executed and delivered by telecopy or facsimile and execution in such manner
shall constitute an original.


 


7.6          Titles
and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.


 


7.7          Notices.  All notices, request, demands,
claims, consents and other communications delivered hereunder (whether or not
required to be delivered hereunder) shall be deemed to be sufficient and duly
given if contained in a written instrument (a) delivered by messenger, (b) sent
by facsimile or (c) sent by an internationally recognized courier guaranteeing
delivery within two business days, in each case addressed as follows:


 


	
  (i)

  	
  If to the Company to:

  
	
   

  	
   

  
	
   

  	
  China HR.com Holdings Ltd.

  
	
   

  	
  4/F, CITIC Buildings #2

  
	
   

  	
  19 Jianguomenwai Dajie

  
	
   

  	
  Chaoyang District

  
	
   

  	
  Beijing, China

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
	
   

  	
  Attention: Kathy Xu

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Morrison and Foerster LLP

  
	
   

  	
  Entertainment Building, 21st Floor

  
	
   

  	
  30 Queen’s Road Central

  
	
   

  	
  Hong Kong

  
	
   

  	
  Telephone: 852-2585-0888

  
	
   

  	
  Facsimile: 852-2585-0800

  
	
   

  	
  Attention: Robert Woll, Esq.

  
	
   

  	
   

  
	
  (ii)

  	
  If to the Investor, to:

  
	
   

  	
   

  
	
   

  	
  Monster Worldwide, Inc.

  
	
   

  	
  622 Third Avenue

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Telephone: (212) 351-7000

  
	
   

  	
  Facsimile:

  
	
   

  	
  Attention: Andrew J. McKelvey

  



 


20





















 


	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Monster Worldwide, Inc.

  
	
   

  	
  622 Third Avenue

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Telephone: (212) 351-7000

  
	
   

  	
  Facsimile: (917) 256-8526

  
	
   

  	
  Attention: Myron Olesnyckyj, Esq.

  



 


(iii)          If
to a Shareholder, to the address set forth on Schedule A hereto,


 


or to such
other address as the party to whom such notice or other communication is to be
given may have furnished to each other party in writing in accordance
herewith.  Any such notice or
communication shall be deemed to have been received (i) when delivered, if
delivered by messenger, (ii) when sent, if sent by facsimile on a business day
with receipt electronically confirmed (or, if not sent on a business day, on
the next business day after the date sent by facsimile) and (iii) on the second
business day after dispatch, if sent by an internationally recognized courier
guaranteeing delivery within two business days.


 


7.8          Finder’s
Fees.  Except as set forth on Schedule 2.29,
each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction.  The Company agrees to indemnify and to hold
harmless the Investor from any liability for any commission or compensation in
the nature of a finder’s fee (and the cost and expenses of defending against
such liability or asserted liability) for which the Investor or any of its
officers, partners, employees, or representatives is responsible.  The Investor agrees to indemnify and hold
harmless the Company from any liability for any commission or compensation in the
nature of a finder’s fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Investor or any of its officers,
employees, or representatives is responsible.


 


7.9          Expenses.  The Company shall be responsible for
all of the costs and expenses in connection with the negotiation, execution,
delivery, and performance of this Agreement.


 


7.10        Amendments
and Waivers.  Any term of this
Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of (a) the Company, and (b) the
Investor.  Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
any securities purchased under this Agreement at the time outstanding, each
future holder of all such securities, and the Company.  No delay or failure on the part of any party
hereto in exercising any right, power or privilege under this Agreement shall
impair any such right, power or privilege or be construed as a waiver of any
default or any acquiescence therein.  No
single or partial exercise of any such right, power or privilege shall preclude
the further exercise of such right, power or privilege, or the exercise of any
other right, power or privilege.


 


7.11        Severability.  If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


21





















 


7.12        Further
Assurances.  The parties agree,
from time to time and without further consideration, to execute and deliver
such further documents and take such further actions as reasonably may be
required to implement and effectuate the transactions contemplated in this
Agreement.


 


7.13        No
Third-Party Beneficiaries.  This
Agreement is intended to inure to the benefit of the parties hereto only, and
no other person shall have any rights, express or implied, by reason of this
Agreement.


 


7.14        Specific
Performance.  The rights of the
parties under this Agreement are unique and, accordingly, the parties shall
have the right, in addition to such other remedies as may be available to any
of them at law or in equity, to enforce their rights hereunder by actions for
specific performance in addition to any other legal or equitable remedies they
might have to the extent permitted by law.


 


22





















 


IN WITNESS
WHEREOF, the parties have executed this Ordinary
Shares Purchase Agreement as of the date first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CHINA HR.COM
  HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Xu Xin

  
	
   

  	
  Name: (Kathy)
  Xu Xin

  
	
   

  	
  Title:   Chairperson
  of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  TMP
  WORLDWIDE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S.J.
  Cooney

  
	
   

  	
  Name: S.J.
  Cooney

  
	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  E-CAREER
  HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xu Xin

  
	
   

  	
  Name: (Kathy)
  Xu Xin

  
	
   

  	
  Title: Director

  



 





















 


	
   

  	
  GOOD
  CONNECTION ENTERPRISES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jiexian
  Zhang

  
	
   

  	
  Name: (James)
  Jiexian Zhang

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MACINTOSH
  ASSOCIATES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Wong Siu Kong

  
	
   

  	
  Name: Wong
  Siu Kong

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SURBITON
  INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian
  Fu Hau Chak

  
	
   

  	
  Name: Adrian
  Fu Hau Chak

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FULL MOON
  RESOURCES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leung
  Pak To

  
	
   

  	
  Name: (Francis)
  Leung Pak To

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAUCHAMP
  INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yip Shiu
  Kwong

  
	
   

  	
  Name:
  (James) Yip Shiu Kwong

  
	
   

  	
  Title:
  Director

  



 





















 


SCHEDULE A


 


Shareholders


 


	
  Name
  and Address of Shareholder

  	
   

  	
  Number of Ordinary Shares Purchased at Closing

  
	
   

  	
   

  	
   

  
	
  E-Career Holdings Ltd

  	
   

  	
  6,480,279
  Ordinary Shares

  
	
  Huntlaw Building

  	
   

  	
   

  
	
  P.O. Box 2908

  	
   

  	
   

  
	
  George Town

  	
   

  	
   

  
	
  Grand Cayman

  	
   

  	
   

  
	
  Cayman Islands

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Good Connection Enterprises Limited

  	
   

  	
  3,471,577
  Ordinary Shares

  
	
  P.O. Box 957

  	
   

  	
   

  
	
  Offshore Incorporations Centre

  	
   

  	
   

  
	
  Road Town, Tortola

  	
   

  	
   

  
	
  British Virgin Islands

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Macintosh Associates Limited

  	
   

  	
  373,770
  Ordinary Shares

  
	
  P.O. Box 957

  	
   

  	
   

  
	
  Offshore Incorporations Centre

  	
   

  	
   

  
	
  Road Town, Tortola

  	
   

  	
   

  
	
  British Virgin Islands

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Surbiton Investments Limited

  	
   

  	
  3,459,616
  Ordinary Shares

  
	
  P.O. Box 71

  	
   

  	
   

  
	
  Craigmuir Chambers

  	
   

  	
   

  
	
  Road Town, Tortola

  	
   

  	
   

  
	
  British Virgin Islands

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Full Moon Resources Limited

  	
   

  	
  1,916,693
  Ordinary Shares

  
	
  P.O. Box 957

  	
   

  	
   

  
	
  Offshore Incorporations Centre

  	
   

  	
   

  
	
  Road Town, Tortola

  	
   

  	
   

  
	
  British Virgin Islands

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Beauchamp International Limited

  	
   

  	
  268,815
  Ordinary Shares

  
	
  P.O. Box 957

  	
   

  	
   

  
	
  Offshore Incorporations Centre

  	
   

  	
   

  
	
  Road Town, Tortola

  	
   

  	
   

  
	
  British Virgin Islands

  	
   

  	
   

  



 





















 


Schedule
of Exceptions of China HR.com Holdings Ltd.


 


                The
Schedule of Exceptions to this Agreement have been omitted. The omitted
Schedule of Exceptions consists of:


 


	
  Schedule 2.5

  	
   

  	
  Capitalization and Voting
  Rights

  
	
   

  	
   

  	
   

  
	
  Schedule 2.6

  	
   

  	
  Valid Issuance of Shares

  
	
   

  	
   

  	
   

  
	
  Schedule 2.7

  	
   

  	
  Subsidiaries

  
	
   

  	
   

  	
   

  
	
  Schedule 2.8

  	
   

  	
  Contracts and Other
  Commitments

  
	
   

  	
   

  	
   

  
	
  Schedule 2.9

  	
   

  	
  Related-Party Transactions

  
	
   

  	
   

  	
   

  
	
  Schedule 2.11

  	
   

  	
  Permits

  
	
   

  	
   

  	
   

  
	
  Schedule 2.13

  	
   

  	
  Litigation

  
	
   

  	
   

  	
   

  
	
  Schedule 2.17

  	
   

  	
  Financial Information

  
	
   

  	
   

  	
   

  
	
  Schedule 2.18

  	
   

  	
  Changes

  
	
   

  	
   

  	
   

  
	
  Schedule 2.19

  	
   

  	
  Patents and Trademarks

  
	
   

  	
   

  	
   

  
	
  Schedule 2.20

  	
   

  	
  Employee; Employee
  Compensation

  
	
   

  	
   

  	
   

  
	
  Schedule 2.21

  	
   

  	
  Employee Confidentiality
  Agreements

  
	
   

  	
   

  	
   

  
	
  Schedule 2.23

  	
   

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
  Schedule 2.26

  	
   

  	
  Customers

  
	
   

  	
   

  	
   

  
	
  Schedule 2.29

  	
   

  	
  Brokers

  



 


                The
Schedule of Exceptions to this Agreement will be furnished to the Securities
and Exchange Commission supplementally upon request.