Exhibit 10.1


 


DATED October 8, 2008


 


SHARE
PURCHASE AGREEMENT


 


IN
RELATION TO


 


CHINA
HR.COM HOLDINGS LTD


 

















 


TABLE
OF CONTENTS


 


	
  1.

  	
  Definitions and Interpretations

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Sale and Purchase

  	
  9

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Purchase Price

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Conditions

  	
  13

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Closing

  	
  14

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Representations and Warranties

  	
  17

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Post-Closing Covenants

  	
  19

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification

  	
  22

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Confidentiality

  	
  25

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Further Assurance

  	
  25

  
	
   

  	
   

  	
   

  
	
  11.

  	
  No Partnership

  	
  25

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Remedies

  	
  25

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Consents

  	
  26

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Costs

  	
  26

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Assignment

  	
  26

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Entire Agreement

  	
  26

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Amendment

  	
  26

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Notices

  	
  26

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Waiver

  	
  29

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Severability

  	
  30

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Counterparts

  	
  30

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Governing Law

  	
  30

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Dispute Resolution

  	
  30

  



 

















 


THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made on October 8, 2008


 


AMONG:


 


(1)           China HR.com Holdings Ltd, a company
established under the laws of the Cayman Islands with its registered office at Scotia
Centre, 4th Floor, P.O. Box 2804,
George Town, Grand Cayman, Cayman Islands (the “Company”);


 


(2)           the shareholders
of the Company listed on Part I of Schedule 2 hereto (the “Sellers”);


 


(3)          Jiexian ZHANG, ([CHINESE CHARACTERS]) an individual with
PRC Identity Card No. 510102196410128492 (“Mr.  Jiexian Zhang”); Jianguo ZHANG ([CHINESE CHARACTERS]), an individual with PRC Identity Card No. 620105630516101
(“Mr. Jianguo Zhang”); Xuebin LU ([CHINESE CHARACTERS]), an individual with PRC Identity Card No. 340825197305264615
(“Mr. Xuebin Lu”); Shengping TANG ([CHINESE CHARACTERS]), an individual with PRC Identity Card No. 110108197409170034
(“Mr. Shengping Tang”); Xiaowen ZHANG ([CHINESE CHARACTERS]), an individual with
PRC Identity Card No. 650104196905140710 (“Mr. Xiaowen
Zhang”);


 


(4)           Monster Worldwide
Netherlands B.V., a company established under the laws of the Netherlands (the “Purchaser”);


 


(5)           Monster Worldwide
Limited (formerly known as TMP
Worldwide Limited), a company established under the laws of England (“TMP”);


 


(6)           the shareholders
of the Company listed on Part II of Schedule 2 hereto (the “ESOP Holders”); and


 


(7)           Monster Worldwide, Inc.,
a Delaware corporation (“MWI”).


 


RECITALS


 


WHEREAS:


 


The
Sellers and the ESOP Holders desire to sell or procure to be sold an aggregate
of 30,907,569 ordinary shares of the Company with a par value of $0.05 per
share (the “Shares”) registered in their names
to the Purchaser, and the Purchaser desires to purchase the Shares from the
Sellers and the ESOP Holders upon the terms and conditions set forth herein.


 


IT IS AGREED as follows:


 


1.             DEFINITIONS AND
INTERPRETATIONS


 


1.1           Definitions.


 


In this Agreement, unless the context requires
otherwise:


 


“Accounts” means, in relation to a Group Company, its Audited
Accounts and its Management Accounts;


 


“Affiliate”
means, in relation to any Person, any Person which is Controlled by, and
Controls or is under common Control with, the first-mentioned Person;


 


“Agreed Claim”
has the meaning given in Clause 3.5.2(a);


 


1

















 


“Agreement” has
the meaning given in the Preamble;


 


“AIC” means the
relevant PRC Administration for Industry and Commerce;


 


“Approval”
means any written approval, authorization, concession, consent, certificate,
license, permit, entitlement and the like of or from relevant PRC Authorities;


 


“Applicable Laws” means with respect to any Person or matter,
any and all provisions of any constitution, treaty, statute, law, rules of
common law or equity, legislation, regulation, ordinance, code, rule, judgment,
order, decree, conditions of any Approval, requirement, directive, guideline,
policy or other restriction or any decision of, or determination by, or any
interpretation or administration of any of the foregoing by any governmental,
administrative, legislative judicial or securities regulatory authority, including any stock exchange, or board on
which the Shares or any Person are listed, whether at the national or any local
level, whether in effect as of the date hereof or thereafter and in each case
as amended from time to time, applicable to such Person or matter;


 


“Arbitrated Claim Amount”
has the meaning given in Clause 3.5.4;


 


“Audited Accounts” means, in relation to a Group Company, its
audited financial statements for the financial year ending on December 31,
2007, a copy of which has been delivered to the Purchaser;


 


“Business” means the business of the Group Companies as
operated as of the Closing Date;


 


“Business
Day” means a calendar day
(except Saturdays or Sundays) on which banks operating in the PRC, Hong Kong
and the U.S. are open for ordinary business and dealings in inter-bank deposits
and payments can take place;


 


“BVI HoldCo” means China-HR.com Corporation, a company
established under the laws of the British Virgin Island with its registered
office at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola,
British Virgin Islands;


 


“Cash Balance” means the aggregate cash and bank balances of
the Group Companies taken as a whole as of the end of the Closing Date, which,
for the avoidance of doubt, shall not include the amount of RMB2,074,239.50
(which is the amount deposited with E-Career Beijing to pay the individual
income tax liabilities of the ESOP Holders with respect their option exercises)
but shall include the ESOP Exercise Price;


 


“China” or “PRC” means the People’s Republic of China but
excluding, for the purposes of this Agreement, Hong Kong, the Macau Special
Administrative Region and Taiwan;


 


“Claim” has the meaning given in Clause 8.1.8;


 


“Close Relatives”
means in relation to any individual, such individual’s spouse, parents,
siblings and children (including step children);


 


“Closing” means the taking of the steps referred to in Clause 5;


 


“Closing
Date” means the date on which all the Conditions are satisfied (other than those
Conditions which have been waived in accordance with this Agreement, and those
Conditions whose satisfaction by their terms or nature can only be determined
on such date), or such other date as may be agreed between the Parties in
writing;


 


“Company” has the meaning given in the Preamble;


 


“Condition” means a condition set out in Clause 4.1;


 


2

















 


“Contract” means any agreement, lease, evidence of
Indebtedness, mortgage, indenture, security agreement or other contract
(whether written or oral);


 


“Contributing Seller” has the meaning given in Clause 3.3;


 


“Control” means, in relation to a Person (other than a natural person): (i) the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether through the ownership of voting
securities, by contract, credit arrangement or proxy, or as trustee, executor,
agent or otherwise; (ii) the possession, directly or indirectly, of more
than one-half of the voting power of such Person (or more than twenty-five
percent (25%) of such voting power for the purposes of Clause 7.2.3); or (iii) the
power, directly or indirectly, to appoint a majority of the members of, or
otherwise control, the board of directors or similar governing body of such
Person (or more than twenty-five percent (25%) of the members of such governing
entity for the purposes of Clause 7.2.3);


 


“Counter Notice” has the meaning given in Clause 3.5.2(a);


 


“Directors” means the directors from time to time of any
Group Company; and each is referred to as a “Director”;


 


“Disclosure Schedule” means the schedule of exceptions, dated
the date of this Agreement, attached as Schedule 7;


 


“Disputed Claim” has the meaning given in Clause 3.5.2(b);


 


“Dispute Period” has the meaning given in Clause 3.5.2(a);


 


“DOC” has the meaning given in Clause 18.5.1, Part II of
Schedule 3;


 


“E-Career Beijing” means E-career (Beijing), Ltd. ([CHINESE
CHARACTERS]), a cooperative joint venture established under the laws of the PRC with
its registered office at Rooms 810 and 812, Yanyuan Resources Tower, 151
Zhongguancun North Street, Haidian District, Beijing, PRC;


 


“E-Career Shanghai” means E-career Network Technology
(Shanghai) Co., Ltd. ([CHINESE CHARACTERS]), a cooperative joint
venture established under the laws of the PRC with its registered office at Room 108,
No. 3618, Tanglu Road, Pudong District, Shanghai, PRC;


 


“E-Career Suzhou” means E-career (Suzhou) Co., Ltd. ([CHINESE
CHARACTERS]) a wholly foreign-owned enterprise established under the laws of the PRC
with its registered office at 8th Floor, Phase III of International
Technology Park, No. 328 Jichang Road, Suzhou Industrial Park, Suzhou, PRC;


 


“E-Channel Beijing” means Beijing E-Channel Enterprise
Management Consulting Co., Ltd. ([CHINESE CHARACTERS]), a domestic limited
liability company established under the laws of the PRC with its registered
office at 4th Floor, Tower 2, CITIC Tower, No. 19 Jianguomenwai
Street, Chaoyang District, Beijing, PRC;


 


“Encumbrance” means any mortgage, assessment, security interest, lease, charge, pledge, lien, hypothecation, easements, rights
of way, retention of title, conditional
sale, adverse claim or levy, or other
encumbrance of any kind, or any conditional sale Contract, title retention
Contract or other Contract to give any of the foregoing, whether arising by
operation of law or otherwise; and shall 


 


3

















 


include
any agreement, commitment or arrangement to create or effect any of the above;
and “Encumber” shall be construed
accordingly;


 


“ESOP
Cash Amount” has the meaning given in Clause 3.2(ii);


 


“ESOP Exercise Price” has the meaning given in Clause
3.2(iv);


 


“ESOP Holders” has the meaning given in the Preamble;


 


“Escrow Account” has the meaning given in Clause 3.3;


 


“Escrow Agent” has the meaning given in Clause 3.3;


 


“Escrow Amount”  has the
meaning given in Clause 3.3;


 


“Escrow Agreement” means that certain Escrow Agreement by and
among JPMorgan Chase, the Seller Representatives and the Purchaser dated as of October 6,
2008;


 


“Escrow Fees” has the meaning given in Clause 3.5.6;


 


“Escrow Period” has the meaning given in Clause 3.3;


 


“ESOP Cash Amount” has the meaning given in Clause 3.2(ii);


 


“FCPA” has the meaning given in Clause 18.3, Part II of Schedule 3;


 


“First Company Board Resolutions” has the meaning given in
Clause 5.2.2(b);


 


“Group Companies” means the Company, BVI HoldCo, HKCo and the
PRC Subsidiaries, the details for which are set forth in Schedule 1; and “Group Company” means any of the Group Companies;


 


“HKCo” means China HR.com (Hong Kong) Limited, a company
established under the laws of Hong Kong, with its registered address at 9/F.,
Tung Ning Building, 249–253, Des Voeux Road, Central, Hong Kong;


 


“HKIAC” has the meaning given in Clause 23.2;


 


“Hong Kong” means the Hong Kong Special Administrative Region of PRC;


 


“Indebtedness” means of any Person means all obligations of such Person (i) for
borrowed money, (ii) evidenced by notes, bonds, debentures or similar
instruments, (iii) for the deferred purchase price of goods or services
(other than trade payables or accruals incurred in the ordinary course of
business), (iv) under capital leases, or (v) in the nature of
guarantees of the obligations described in clauses (i) through (iv) above
of any other Person;


 


“Indemnified Party” has the meaning given in Clause 8.1.8;


 


“Indemnifying Party” has the meaning given in Clause 8.1.8;


 


“Initial Sellers Cash Amount” has the meaning given in Clause 3.2(i);


 


“Internet Recruiting Business” has the meaning given in
Clause 7.2.3(a);


 


“JPMorgan Chase” means JPMorgan Chase Bank, National
Association, Hong Kong Branch;


 


“Key Employee” means each of the Persons listed on Schedule
13;


 


4

















 


“Last Accounting Date” has the meaning given in Clause 6.3, Part II
of Schedule 3;


 


“Leased Properties” means the properties (and their
particulars) that are set out in Schedule 5;


 


“Liable Seller” has the meaning given in Clause 3.5.2(e);


 


“Lists” has the meaning given in Clause 18.5.1, Part II
of Schedule 3;


 


“Losses” means any losses, liabilities, costs,
expenses (including interest), charges, dues, actions, damages, injuries,
claims, fines, penalties, late payment charges, demands, judgments, costs,
expenses (including reasonable legal fees and other reasonable professional
fees and disbursements), Taxes, deficiencies, suits or proceedings (including
appeals);


 


“Mr. Jiexian Zhang” has the meaning given in the
Preamble;


 


“Mr. Jianguo Zhang” has the meaning given in the
Preamble;


 


“Mr. Shengping Tang” has the meaning given in the
Preamble;


 


“Mr. Xiaowen Zhang” has the meaning given in the
Preamble;


 


“Mr. Xuebin Lu” has the meaning given in the Preamble;


 


“Management Accounts” means, in relation to a Group Company,
its unaudited management accounts for the period commencing on the day after
the period covered by its Audited Accounts and ending on July 31, 2008, a
copy of which is attached as Schedule 8;


 


“Management Shareholders” means Union Advance Group Limited,
Great Strategies Group Limited and Empire People Limited, and “Management Shareholder” means any one of them;


 


“Management Warranties”
has the meaning given in Clause 6.2;


 


“Material Adverse Change” means any change, effect, event, circumstance or
development (each a “Material Adverse Change”,
and collectively, “Material Adverse Changes”),
individually or in the aggregate, and taken together with all other Changes,
that is materially adverse to the business, assets, operations, financial
condition or results of operations of the Company and its Subsidiaries, taken
as a whole;


 


“Material Contracts”
means any Contract other than (i) Contracts for the purchase of supplies
and services that were entered into in the ordinary course of business that do
not involve more than Twenty-Five Thousand United States Dollars (US$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 such Group Company on no more than thirty (30) days’
notice without cost or liability to such Group Company which neither involve
any employment or consulting arrangement nor are material to the conduct of the
Company’s business, and (iv) Contracts provided for in this Agreement;


 


“MWI” has the
meaning given in the Preamble;


 


“Non-Management
Shareholders” means E-Career Holdings Ltd., Good Connection
Enterprises Ltd., All United Consultants Limited, Surbiton Investments Ltd.,
Full Moon Resources Ltd., Macintosh Associates Ltd. and Beauchamp Int’l
Limited; and “Non-Management Shareholder” means any one of them;


 


“Notice of Arbitration” has the meaning given in Clause 23.2;


 


5

















 


“Notice of Claim” means written notice of a Claim specifying
in reasonable detail material aspects of the Claim (including the nature and
basis of the Claim, the individual
items included in the Claim, the date such item of the Claim was either paid,
properly accrued, or arose, and the
aggregate amount of the Claim or the Purchaser’s bona fide estimate of the amount
of Claim);


 


“OFAC” has the
meaning given in Clause 18.4, Part II of Schedule 3;


 


“Order” and “Orders” have the meaning given in Clause 18.4, Part II of Schedule 3;


 


“Organizational Documents”
means with respect to any Person other than a natural person, the memorandum of
association, articles of association, certificates of incorporation,
registration certificates, by-laws, business license, shareholders’ agreement,
joint venture contracts, partnership agreements and other agreements,
certificates, instruments or documents, individually or collectively, pursuant
to which such Person is established or organized, and/or which govern internal
affairs of such Person, as may from time to time be amended;


 


“Parties” means the parties to this Agreement and “Party” means any one of them;


 


“Person” means any natural person, company,
corporation, general partnership, limited partnership, proprietorship, joint
venture, firm, trust, union, government, statutory or public authority, or any
entity or incorporated or unincorporated organization or association;


 


“PRC Authorities” means the central, provincial, and local
governments of all levels in the PRC, including all the ministries,
departments, commissions, bureaus and branches of national, provincial, county
or other administrative level;


 


“PRC
Laws” means the Applicable
Laws of the PRC;


 


“PRC Subsidiaries” means E-Career Beijing, E-Career Shanghai,
E-Career Suzhou, Shanghai Huaying and E-Channel Beijing, and “PRC Subsidiary” means any of the PRC Subsidiaries;


 


“Prior Agreement” has the meaning given in Clause 5.4;


 


“Purchase Price” has the meaning given in Clause 3.1;


 


“Purchaser” has the meaning given in the Preamble.


 


“Registered Capital” means the registered capital of the PRC
Subsidiaries from time to time and shall include all rights and interests
attaching thereto;


 


“RMB” or “Renminbi” means
Renminbi, the lawful currency of PRC;


 


“SAFE” means the PRC State Administration of Foreign
Exchange, the Chinese government authority responsible for implementing and
enforcing foreign exchange controls in China;


 


“SAFE Circulars” means the SAFE
Circular on Issues relating to the Administration of Foreign Exchange of
Company Financing through Offshore Special Purpose Vehicles and Round-Tripping
Investment by PRC Residents issued by SAFE with effect from November 1, 2005 and any PRC Laws
in force from time to time which operate to implement, restate, amend or repeal
any of the aforesaid circular or any part thereof;


 


“Second Company Board Resolutions” has the meaning given in Clause
5.2.3(b);


 


“Seller A ESOP Amount”
has the meaning given in Clause 3.2(v);


 


“Seller B ESOP Amount”
has the meaning given in Clause 3.2(vi);


 


6

















 


“Sellers” has the meaning given in the Preamble;


 


“Sellers Trust Amount”
has the meaning given in Clause 3.2(iii);


 


“Seller Representatives” means initially each of Union
Advance Group Limited, Good Connection Enterprises Ltd. E-Career Holdings
Ltd. and Full Moon
Resources Ltd. or any other
representative appointed pursuant to the Seller Side Agreement dated as of October 8,
2008 amongst the Contributing Sellers;


 


“Seller Warranties” has the meaning given in Clause 6.1;


 


“Selling Parties” means the Sellers, ESOP Holders, Mr. Jiexian
Zhang, Mr. Jianguo Zhang, Mr. Xuebin Lu, Mr. Shengping Tang and Mr. Xiaowen
Zhang.


 


“Settled Claim” has the meaning given in Clause 3.5.2(b);


 


“Shares” has the meaning given in the Recitals;


 


“Shanghai Huaying” means Shanghai Huaying Network Technology
Co., Ltd. ([CHINESE CHARACTERS]), a domestic limited liability company
established under the laws of the PRC with its registered office at Room 202,
No. 3528 (Yi), Tanglu Road, Pudong District, Shanghai, PRC;


 


“Social Insurance Premiums” means the social insurance premiums,
including retirement insurance, unemployment insurance, medical insurance, birth
insurance, employment injury insurance, housing reserve fund and any other
social security funds, payable
under PRC
Laws;


 


“Subsidiary” means any corporate Person in which the Company
or any subsidiary holds, directly or indirectly, shares, registered capital, or
any other equity interest from time to time, including without limitation the
PRC Subsidiaries, and “Subsidiaries”
shall mean all such Persons, including E-Channel Beijing;


 


“Taxes” means:


 


(i) all forms of
taxation, whether levied by reference to income, profits, gains, asset values,
turnover, added value, payroll, ownership of any asset or occupation of
premises or other matters of any kind; and


 


(ii) all
statutory, governmental,
national, state, provincial, local governmental or municipal impositions,
duties, contributions, rates and levies of whatever nature,


 


in
each case, whenever and wherever imposed (whether imposed by way of a
withholding or deduction for or on account of tax or otherwise), including
individual income tax relating to employees, and all penalties, charges, costs
and interest relating thereto;


 


“TMP” has the meaning
given in the Preamble;


 


 “US Dollars” or “US$” means United
States Dollar, the lawful currency of the U.S.A;


 


“U.S.” or “U.S.A.” means the United States of America;


 


“US GAAP” means the generally accepted accounting principles
in the U.S.A. consistently applied; and


 


“Warranties” means the Seller Warranties, the Management
Warranties and the representations and warranties given by the Purchaser
under this Agreement.


 


7

















 


	
  1.2

  	
  Interpretations.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.1

  	
  Any references, express or
  implied, to statutes or statutory provisions shall be construed as references
  to those statutes or provisions as respectively amended or re-enacted or as their
  application is modified from time to time by other provisions (whether before
  or after the date hereof) and shall include any statutes or provisions of
  which they are re-enactments (whether with or without modification)
  and any orders, regulations, instruments or other subordinate legislation
  under the relevant statute or statutory provision. References to sections of
  consolidating legislation shall wherever necessary or appropriate in the
  context be construed as including references to the sections of the previous
  legislation from which the consolidating legislation has been prepared.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.2

  	
  References to any document
  (including this Agreement) are references to that document as amended,
  consolidated, supplemented, novated or replaced from time to time.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.3

  	
  References herein to
  Recitals, Clauses and Schedules are to the recitals of, clauses in and the
  schedules to this Agreement unless the context requires otherwise and the
  Recitals, the Schedules and the Appendices to this Agreement shall be deemed
  to form part of this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.4

  	
  The expressions “Seller” and the “Purchaser” shall, where the context
  permits, include their respective successors and permitted assigns.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.5

  	
  The expressions
  “including” or “includes” means including or includes without limitation.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.6

  	
  Where under
  this Agreement the day on which any act, matter or thing is to be done is a
  day other than a Business Day, such act, matter or thing shall be done on the
  immediately succeeding Business Day, unless otherwise specified. If a period
  of time is specified and dates from, after or before a given day or the day
  of an act or event, it is to be calculated exclusive of that day unless
  otherwise specified.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.7

  	
  All reference to time
  shall be to Beijing, PRC time unless otherwise specified.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.8

  	
  To be effective under this
  Agreement, any consent, approval, permission or authorization to be given by
  a Party must be in writing, signed by or on its behalf. Nothing in this
  Agreement is to be construed as imposing any obligation on a Party not to
  refuse any consent, approval, permission or authorization unreasonably or
  without delay, save where expressly provided in this Agreement. The Party may
  impose any conditions it deems appropriate to any consent, approval,
  permission or authorization it gives (if any).

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.9

  	
  Any consent, approval,
  permission or authorization given by a Party shall operate as a consent,
  approval, permission or authorization only for the particular matter to which
  it relates and not as a general waiver or release of any of the provisions of
  this Agreement nor shall it be construed as dispensing with the necessity of
  obtaining consent, approval, permission or authorization from another Person
  (if required by Applicable Laws or otherwise) or the specific consent,
  approval, permission or authorization of that Party in future, unless
  expressly so provided.

  
	
   

  	
   

  	
   

  
	
   

  	
  1.2.10

  	
  Unless the context
  requires otherwise, words importing the singular include the plural and vice
  versa and words importing a gender include every gender.

  



 


8
















 


1.2.11                  All references to the
obtaining of an Approval include:


 


(a)                                 the obtaining
of all applicable written
approvals, authorizations, concessions, consents, certificates, licenses,
permits, entitlements and the like of or from the relevant PRC Authorities;


 


(b)                                the completion of all required filings, registration,
notification or the like of the same with or to the relevant PRC Authorities in regards to the Approval; and


 


(c)                                 the obtaining of all
certificates or other documentary evidence issued by the relevant PRC
Authorities and delivered to the applying party for (i) any of the
above written approvals, authorizations, concessions, consents, certificates,
licenses, permits, entitlements or the like and (ii) the completion of all
filings, registrations, notifications or procedures or the like.


 


1.2.12                References to
any specified Chinese government authority in this Agreement shall include the
PRC Authorities succeeding or from time to time exercising the functions of the
first mentioned Chinese government authority relevant to this Agreement.


 


1.2.13                Headings are inserted for
convenience only and shall not affect the construction of this Agreement.


 


1.2.14                Where a word or phrase is
defined, its other grammatical forms have a corresponding meaning.


 


1.2.15                Where any
statement is to the effect that any Person  is not aware of any matter or circumstance or
is a statement qualified by the expression “to the Person’s knowledge” or “so
far as the Person is aware” or any similar expression, that statement (a) shall
be deemed to refer to the actual knowledge of a fact of such Person and (if
applicable) its directors and employees and (b) shall include a further
statement that it has been made after due and careful enquiries.


 


2.                                      SALE
AND PURCHASE


 


2.1                                 Sale of Shares.


 


Subject to the terms and conditions of this
Agreement, the Purchaser shall purchase all rights, title and interests in the
Shares from the Sellers and the ESOP Holders, and each Seller and ESOP Holder
shall sell to the Purchaser the number of Shares in the Company set forth
opposite such Seller’s name in Part I of Schedule 2 and set forth opposite
such ESOP Holder’s name in Part II of Schedule 2, respectively, in each
case free from all Encumbrances and together with all rights attaching or
accruing to them at Closing.


 


2.2                              The Parties hereto acknowledge and agree that
the Purchaser shall not be obliged to complete the purchase of any Shares
unless the purchase of all Shares is completed simultaneously in accordance
with this Agreement.


 


3.                                      PURCHASE
PRICE


 


3.1                                 Each Seller and ESOP Holder shall be entitled to
receive consideration in cash in respect of the Shares
held by such Seller or ESOP Holder in such aggregate amount as set forth opposite such Seller’s name in Schedule
2 and such ESOP Holder’s name in Schedule 2. 
The total consideration payable by the Purchaser for the
Shares shall be US$174,000,000  as adjusted pursuant to
Clauses 3.3, 3.4 and 3.5 below (the “Purchase
Price”).


 


9

















 


3.2                                 Closing Date Payment.


 


At the Closing, the Purchaser
shall deliver:


 


(i) an
aggregate amount of US$106,799,380.32 
(the “Initial Sellers Cash Amount”), to the Sellers, payable to the Sellers in such amounts and to the
bank accounts as set forth opposite the Sellers’ name in Part I of
Schedule 2;


 


(ii) an
aggregate amount of US$20,296,572.67 (the “ESOP
Cash Amount”) to the Escrow Agent, pursuant to the terms
and conditions of the Escrow Agreement;


 


(iii) an
aggregate amount of US$1,600,000.00 (the “Sellers
Trust Amount”) to the account of Morrison &
Foerster LLP as set forth in Part II of Schedule 2;


 


(iv) an
aggregate amount of US$2,657,127.22 (the “ESOP
Exercise Price”) to the account of the Company as set forth
in Part II of Schedule 2;


 


(v) an amount
of US$2,377,378.35 (the “Seller A ESOP Amount”)
to the account of Seller A to the bank account as set forth opposite his or her
name in Part II of Schedule 2; and


 


(vi) an
amount of US$269,541.41 (the “Seller B ESOP Amount”)
to the account of Seller B to the bank account as set forth opposite his or her
name in Part II of Schedule 2.


 


The Purchaser’s
obligation to pay the Initial Sellers Cash Amount, ESOP Cash Amount, Sellers
Trust Amount, ESOP Exercise Price, the Seller A ESOP Amount and the Seller B
ESOP Amount portions of the Purchase Price shall be fully discharged upon such
payments being delivered in accordance with this Clause 3.2.


 


3.3                                 Escrow Amount.


 


Of the Purchase
Price, US$40,000,000 (the “Escrow Amount”)
shall be paid by the Purchaser into an interest-bearing account (the “Escrow Account”)
in the name of JPMorgan Chase Bank, N.A. Hong Kong Branch (the “Escrow Agent”) governed by the Escrow Agreement and shall be held there for a period of no longer than eighteen (18) months
from the Closing Date (the “Escrow Period”).  With
respect to each Seller and applicable ESOP Holder, those amounts set forth
opposite such Seller’s name in Part I of Schedule 2 and such ESOP Holder’s
name in Part II of Schedule 2, shall be deemed to have been contributed to
the Escrow Amount by that Seller or ESOP Holder.  Each Seller and ESOP Holder who is deemed to
have contributed any amount to the Escrow Account is referred to as a “Contributing Seller”. 
During the Escrow Period, the Escrow Amount shall be made available to the Purchaser to satisfy
Claims in accordance with the provisions of Clause 3.5.


 


3.4                                 Prior to the Closing Date, the Purchaser and the
Seller Representatives shall enter into the  Escrow
Agreement with the Escrow
Agent in order to open the Escrow Account. 
The Purchaser shall remit the ESOP Cash Amount and the Escrow Amount in
accordance with the Escrow Agreement on the Closing Date.  As soon as practicable after the Closing
Date, the Purchaser and a Seller Representative shall jointly notify the Escrow
Agent in writing that the Closing has occurred. 
The Seller Representatives shall act as the authorized representatives
of the Contributing Sellers with respect to the Escrow Account, and all written
decisions of at least three (3) Seller Representatives with respect to the
Escrow Account shall be binding on all Contributing Sellers.


 


3.5                                 Payment of Escrow Amount.


 


3.5.1                      The Escrow
Agent shall only act pursuant to the provisions of the Escrow Agreement, which
shall contain substantially the same payment procedures as set forth below.


 


10

















 


3.5.2                        In the event
that the Purchaser shall have delivered a Notice of Claim to the Seller
Representatives, the Contributing Sellers and the Escrow Agent before the
expiration of the Escrow Period, the following procedure shall apply:


 


(a)                                  If none of the Seller
Representatives contest such Notice of Claim by giving the Purchaser and the
Escrow Agent a written counter notice (“Counter Notice”)
within twenty (20) Business Days after the delivery of the Notice of Claim (the
“Dispute Period”), the Escrow Agent
shall, without the need for any further action by any Seller Representative or
the Purchaser, release the amount of the Claim set forth in the Notice of Claim
(an “Agreed Claim”), and any accrued interest
thereof, to the Purchaser within three (3) Business Days after the
expiration of the Dispute Period with respect to such Claim.


 


(b)                                 If a Counter Notice is
delivered by any Seller Representative with respect to a Claim pending resolution of the dispute
(a “Disputed Claim”), the Escrow
Agent shall make payment with respect to a Disputed Claim only in accordance with (i) the
joint written instructions of the Purchaser and at least three (3) Seller
Representatives, (ii) an arbitral award or (iii) a final court order
of competent jurisdiction, which payment of such Claim (a “Settled
Claim”) and any accrued interest thereof shall be made within three (3) Business
Days from the date the Escrow Agent receives the joint written instructions of
the Purchaser and at least three (3) Seller Representatives or, as the
case may be, such arbitral award or final court order regarding such Settled
Claim.


 


(c)                                  Upon delivery
by any Seller Representative of a Counter Notice, the parties agree to attempt
to resolve any Disputed Claim by
holding good faith discussions between at least three (3) Seller
Representatives and the duly authorized representative(s) of the
Purchaser.  If the Disputed Claim is not
resolved within twenty (20) Business Days after the delivery of the Counter
Notice pursuant to Clause 3.5.2(a) or such other date as may be agreed
between at least three (3) Seller Representatives and the Purchaser in
writing, any Seller Representative or the Purchaser may refer the Disputed
Claim to arbitration in accordance with Clause 23.


 


(d)                                 Notwithstanding
anything in this Agreement to the contrary, the liability of each Seller for a
Claim under Clause 8 shall be subject to the limitations on liability set forth
in Clauses 8.1.5 and 8.1.6 and limited to the amount remaining in the Escrow Account and any
accrued interest thereof that has not yet been released to the Contributing
Sellers or the Purchaser, as the case may be, pursuant to this Clause 3.


 


(e)                                  Notwithstanding Clause 3.3 or any other provision to the contrary in this
Agreement, each Contributing Seller agrees that the Purchaser shall be entitled
to apply the Escrow Amount (and any accrued interest thereof) towards the
satisfaction of any Agreed Claim or Settled Claim to the extent permitted under
this Clause 3.5 regardless of whether such Contributing Seller is liable under
the relevant Claim and regardless of the amounts the Contributing Seller who is
liable under the relevant Claim (the “Liable Seller”)
has contributed to the Escrow Amount, and each Contributing Seller shall not
raise, and shall procure the Seller Representatives not to raise, any objection
in relation to such application on the ground that such Contributing Seller is
not the Liable Seller and the amount it contributed to the Escrow Amount may not
be used to satisfy the Claim.


 


11

















 


3.5.3                      All payments
with respect to Agreed Claims and Settled Claims under this Clause 3.5 shall be
paid out subject to the provisions of Clause 8.


 


3.5.4                      Within fifteen (15) Business Days after expiration of the Escrow Period,
the Purchaser and a Seller Representative shall jointly instruct the Escrow
Agent to release the amount remaining in the Escrow Amount to each of the
Contributing Sellers in accordance with the terms of the Escrow Agreement,
after having deducted the amounts required to satisfy all Agreed Claims and
Settled Claims (including any accrued interest thereof) which are outstanding
and unpaid, and any Claims in respect of which arbitration has been commenced in
accordance with Clause 23 and the HKIAC Administered Arbitration Rules at
the expiration of the Escrow Period (the “Arbitrated Claim Amount”).   The Escrow Agent
shall release any Arbitrated Claim Amount (and any accrued interest thereof) in
accordance (i) the joint written instructions of the Purchaser and at least
three (3) Seller Representatives, (ii) an arbitral award or (iii) a
final court order of competent jurisdiction, and such release shall be made
within three (3) Business Days from the date the Escrow Agent receives
such joint instructions or, as the case may be, such arbitral award or final
court order regarding such Arbitrated Claim
Amount.


 


3.5.5                      Any interest accruing on the Escrow Account shall be for the benefit of
the Contributing Sellers as set forth in the Escrow Agreement, provided, however, that
the Purchaser shall be entitled to interest attributable to any Agreed Claims
or Settled Claims paid to the Purchaser.


 


3.5.6                      All fees and expenses of the Escrow Agent pursuant to the Escrow Agreement
which shall be US$10,000 (the “Escrow Fees”)
shall be borne equally by the Contributing Sellers on one hand and the
Purchaser on the other hand and shall be paid in accordance with the Escrow
Agreement.


 


3.6                                 Method of Payment.


 


All payments under
this Clause 3 shall be made by wire transfer of immediately available funds to
an account designated not less than twenty-four (24) hours by the recipient
prior to the time for payment specified herein.


 


3.7                                 Seller Representatives.


 


Except as
otherwise specified in this Agreement, the Contributing Sellers will be bound
by all actions taken or any writing made by at least three (3) Seller
Representatives in connection with the Escrow Agreement, this Agreement and the
transactions contemplated hereby, and Purchaser shall be entitled to rely on
any action or decision of the Seller Representatives, provided that any such
action or decision is made by at least three (3) Seller
Representatives.  Purchaser shall be
entitled to deal exclusively with the Seller Representatives together, and not
individually, as the sole and exclusive representatives and agents of the
Contributing Sellers in respect of this Agreement and the Escrow Agreement and
all matters arising under or pertaining to this Agreement and the Escrow Agreement.  The Contributing Sellers who in the aggregate
contributed no less than three-fourths (3/4) of the Escrow Amount shall have
the right to dismiss and appoint Seller Representatives.  The Purchaser shall be notified in writing,
signed by such Contributing Sellers representing no less than three-fourths
(3/4) of the Escrow Amount of any dismissal or appointment of a Seller
Representative.  Such appointment will be
effective upon the later of the date indicated in the notice of dismissal and
appointment or the date such notice of dismissal and appointment is received by
the Purchaser.


 


12

















 


4.                                      CONDITIONS


 


4.1                                 Conditions Precedent.


 


Closing is conditional upon the fulfillment of the
following conditions (each a “Condition”):


 


4.1.1                        SAFE Registration.  Mr. Jiexian Zhang and Ms. Hong Dai
have duly
submitted an application to register their
joint ownership of their indirect shareholding in the Company (including the
duly completed registration form ([CHINESE CHARACTERS])) with
Beijing SAFE in accordance with the SAFE Circulars and have delivered a copy of the submitted registration
application materials to the Purchaser and a
written statement from the legal representative of Beijing Qi Shang Lian
Registration Agency ([CHINESE
CHARACTERS]) certifying that such
application has been duly submitted.


 


4.1.2                        E-Channel
Beijing Transfer.  The
Management Shareholders have delivered to the Purchaser all documents necessary
to transfer all equity interests in E-Channel Beijing to the persons designated
by the Purchaser and appoint the Purchaser’s designee as E-Channel Beijing’s
legal representative.


 


4.1.3                        E-Channel
Beijing ICP License.  The
Management Shareholders have delivered to the Purchaser all documents necessary
to submit an application to amend E-Channel Beijing’s ICP license to reflect
the change in the legal representative of E-Channel Beijing to the Purchaser’s
designee.


 


4.1.4                        E-Channel
Beijing HR Recruitment Licenses.  The Management Shareholders have delivered to
the Purchaser all documents necessary to submit an application to amend
E-Channel Beijing’s human resource recruitment license with the Beijing
Personnel Bureau to reflect the change in the legal representative of E-Channel
Beijing to the Purchaser’s designee.


 


4.1.5                        Non-Compete
Agreements and Confidentiality Agreements with Certain Employees.  E-Career Beijing has entered into non-compete
agreements (in the Company’s standard form) with Gu Yuhua ([CHINESE CHARACTERS]), Chen Hui ([CHINESE CHARACTERS]), Fu Ying ([CHINESE CHARACTERS]), Guo Yujun ([CHINESE CHARACTERS]) and Zhang Bo ([CHINESE CHARACTERS]) and a
confidentiality agreement (in the Company’s standard form) with
Wei Bingfang ([CHINESE
CHARACTERS]).  E-Career
Shanghai has entered into a non-compete agreement (in the Company’s standard
form) with Tang Rongjun ([CHINESE
CHARACTERS]).


 


4.1.6                        Consulting
Contract.  Each of Mr. Jianguo
Zhang and Mr. Shengping Tang has entered in a new consulting contract with
E-Career Beijing.


 


4.1.7                        Legal
Opinions:  The Purchaser
has received legal opinions from the Group Companies’ legal counsel in relation
to each Group Company and the transactions contemplated under this Agreement in
such form as may be required by the Purchaser.


 


4.2                                 Non-Satisfaction or Waiver.


 


4.2.1                      The Purchaser
may at its sole discretion waive at any time in whole or in part and
conditionally or unconditionally any of the Conditions by notice in writing to
the Sellers.


 


13

















 


5.                                      CLOSING


 


5.1                                 Date and Place.


 


Closing shall take place on the Closing Date
simultaneously in the U.S. at the offices of Monster Worldwide Limited and in
Hong Kong at the Hong Kong Office of Baker & McKenzie LLP (or such
other time and place as the Parties may agree in writing) when all (and not
only some) of the events described in Clause 5.2 shall occur or have been
waived by the Purchaser.


 


5.2                                 Sellers’ Obligations.


 


5.2.1                        At Closing, the Sellers shall:


 


(a)                                  deliver to Purchaser a copy
of the Escrow Agreement executed by the Seller Representatives;


 


(b)                                 deliver to Purchaser a
resolution by the board of each Seller that it is a corporate entity, approving
the transaction contemplated hereunder and the execution, delivery and
performance of this Agreement.


 


5.2.2                      deliver to the
Purchaser with respect to the Company:


 


(a)                                  a certificate representing
the Shares; and


 


(b)                                 written resolutions of the
board of directors of the Company approving this Agreement, the registration of
the transfers in respect of the Shares, the issuance of a new share certificate
to the Purchaser in respect of the Shares and the affixation of the common seal
of the Company on such share certificate (the “First
Company Board Resolutions”).


 


5.2.3                        deliver to the
Purchaser in respect of the Company, BVI HoldCo and HKCo:


 


(a)                                  the written resignation of
the existing non-Purchaser appointed directors of each such company, such
resignations to take effect on the Closing Date, and to contain an
acknowledgement signed by each such existing director to the effect that he/she
has no claim against any of the Group Companies for loss of office or
otherwise;


 


(b)                                 the resolutions of its board
of directors (the “Second Company Board
Resolutions”) or, in the case of (ii) only, the resolution of
its Sole Member:


 


(i)                                     accepting the resignations referred to in
Clause 5.2.3(a);


 


(ii)                                  appointing the Purchaser’s nominees as
directors, such appointments to take effect upon resignation of the existing
directors;


 


(iii)                               approving the change of bank signatories of the bank accounts
maintained by the Company from the current signatories to Tam Yee Wan and Lo
Edward Bing Kuen; and


 


(iv)                              approving
the change of bank signatories of the bank accounts maintained by BVI HoldCo
from Xu Xin to Tam Yee Wan and Lo Edward Bing Kuen.


 


14

















 


(c)                                  with respect to each Group
Company, the following original items identified by the Purchaser and provided
to such Purchaser (or their legal counsel) for their review prior to the
Closing:


 


(i)                                   statutory books and registers;


 


(ii)                                minutes books;


 


(iii)                             certificate of incorporation or equivalent
document;


 


(iv)                            company seals;


 


(v)                               memorandum and articles of association
stamped by its registered agent;


 


(vi)                            filings or correspondence with company
registry;


 


(vii)                         other filings or correspondence with any
government authorities (including copies of annual tax returns for HKCo);


 


(viii)                      any blank share certificates;


 


(ix)                              accounting books and records;


 


(x)                                 items relating to its bank accounts
(including bank opening documents, bank statements, and bank cards);


 


(xi)                              copies of any powers of attorneys granted by
company; and


 


(xii)                           any other items as the Purchaser may
reasonably request.


 


5.2.4                      deliver to the
Purchaser in respect of each of the PRC Subsidiaries:


 


(a)                                  written resignations of all
the existing directors of each such company, such resignation to take effect
after the passing of the resolutions referred in Clauses 5.2.4(b) and
5.2.4(c), and to contain an acknowledgement signed by each of them to the
effect that he/she has no claim against any of the Group Companies for loss of
office or otherwise;


 


(b)                                 resolutions of the
shareholders and sole executive director of E-Channel Beijing acknowledging the
appointment
of the Purchaser’s nominee as its sole executive director, such
appointments to take effect after the passing of such resolutions;


 


(c)                                  resolutions of the board of
directors of E-Career Suzhou, E-Career Beijing and E-Career Shanghai
acknowledging the appointment of the Purchaser’s nominees as its directors, such appointments
to take effect after the passing of such resolutions;


 


(d)                                 letters of appointment,
executed by the shareholders
of E-Career Suzhou, E-Career Beijing and E-Career Shanghai, appointing the Purchaser’s nominees as its
directors, such appointments to take effect immediately after the execution of
such letters of appointment;


 


(e)                                  letter of appointment
executed by E-Channel Beijing replacing the legal representative of E-Career
Shanghai with the Purchaser’s nominee, and 


 


15

















 


letters of
appointment executed by BVI HoldCo replacing the legal representatives of
E-Career Suzhou and E-Career Beijing with the Purchaser’s nominees;


 


(f)                                    application documents to
change the bank signatories of the bank accounts maintained by E-Career Beijing
from the current signatories to Rita Tam and Edward Lo; and


 


(g)                                 with respect each PRC
Subsidiary (including each of its branches, if applicable), the following items
identified by the Purchaser and provided to such Purchaser (or their legal
counsel) for their review prior to the Closing:


 


(i)                                   approval certificate and approval replies;


 


(ii)                                business license;


 


(iii)                             local and national tax registration and
filings;


 


(iv)                            foreign exchange registration certificate
and/or IC card;


 


(v)                               finance registration;


 


(vi)                            statistics bureau registration;


 


(vii)                         licenses and permits, including human resource
intermediary permits ([CHINESE
CHARACTERS]) and ICP licenses, and all filings to obtain or maintain such
licenses and permits;


 


(viii)                      joint venture contracts and articles of
association;


 


(ix)                              accounting books and records;


 


(x)                                 company chops;


 


(xi)                              items relating to its bank accounts
(including the Renminbi basic account opening permit, bank statements, and bank
cards);


 


(xii)                           check books; and


 


(xiii)                        any other items as the Purchaser may
reasonably request.


 


5.3                                 Purchaser’s Obligations.


 


5.3.1                        Against compliance by the Sellers of the provisions of Clause 5.2, the
Purchaser shall, at Closing:


 


(a)                                  pay
the Initial Sellers Cash Amount, ESOP Cash Amount, Sellers Trust Amount, ESOP
Exercise Price, the Seller A ESOP Amount and the Seller B ESOP Amount portions
of the Purchase Price in accordance with Clause 3.2 and the Escrow Amount into
the Escrow Account in accordance with Clause 3.3;


 


(b)                                 deliver
to the Sellers a copy of the Escrow Agreement executed by the Purchaser; and


 


16

















 


(c)                                  deliver to the Sellers a
copy of each of the First Company Board Resolutions and Second Company Board
Resolutions of the Company, executed by each Purchaser appointed director of
the Company.


 


5.4                                 Termination of
Prior Agreement.


 


At Closing, that certain
Shareholders Agreement dated February 1, 2005 between the Sellers, the
Company, TMP and MWI, as amended by that certain Amendment No. 1 to
Shareholders Agreement dated March 17, 2006, between the Sellers, the
Company, MWI and TMP (collectively, the “Prior Agreement”)
shall be terminated, and the Company and the Parties that were parties to the
Prior Agreement agree that any rights and obligations they had under the Prior
Agreement are automatically terminated and of no further force and effect as of
the Closing Date.


 


6.                                      REPRESENTATIONS
AND WARRANTIES


 


6.1                                 Representations and Warranties of the Sellers.


 


Each of the Sellers represents and warrants to the
Purchaser solely with respect to itself, himself or herself and not with
respect to any other Shareholder, that each of the statements set out in Part I
of Schedule 3 (the “Seller Warranties”)
is true and correct on the date of this Agreement, and shall be true and
correct as of the Closing Date.  The
Seller Warranties are given subject to matters fully, fairly and specifically
disclosed in the Disclosure Schedule.


 


6.2                                 Representations and Warranties of the Management Shareholders.


 


The Management Shareholders,
jointly and severally, represent and warrant to the Purchaser that each of the
statements set out in Part II of Schedule 3 (the “Management Warranties”) is true and correct on the date of this
Agreement, and shall be true and correct as of the Closing Date.  The Management Warranties are given subject
to matters fully, fairly and specifically disclosed in the Disclosure
Schedule.  Unless a different time period
is specifically stated therein, the Management Warranties are limited in time
from the period commencing on March 17, 2006 to the Closing Date.


 


6.3                                 Representations
and Warranties of
the Parties.


 


(a)                                  Each Party that is
not an ESOP Holder represents and warrants (in addition to such other
representations and warranties by it as may be contained elsewhere in this
Agreement) to the other Parties that are not the ESOP Holders that each of the
following statements is true and correct on the date of this Agreement, and
shall be true and correct as of the Closing Date, subject to matters fully,
fairly and specifically disclosed in the Disclosure Schedule:


 


6.3.1                      in case that it is other than a natural person, it is duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has the legal right and full power and authority to own its
assets, to carry on its business as now conducted and to enter into and perform
this Agreement;


 


6.3.2                      the execution,
delivery and performance of this Agreement has been duly authorized and approved
by all necessary corporate, governmental or other action;


 


6.3.3                      this Agreement,
will, when executed constitute legal, valid and binding obligations on it,
enforceable in accordance with its terms;


 


6.3.4                      the execution
and delivery of, and the performance by it of its obligations under, this
Agreement will not:


 


17

















 


(a)                                  violate or constitute a
default under its Organizational Documents if it is other than a natural
person; or


 


(b)                                 violate or otherwise conflict
with any Applicable Law; or


 


(c)                                  constitute a breach of any
contract or other obligations legally binding on it; or


 


(d)                                 result in the creation or
imposition of any Encumbrance on any of its assets, except as contemplated in
this Agreement;


 


6.3.5                      the execution,
delivery and performance by it of this Agreement require no action by or in
respect of, or filing with, any government authority in its jurisdiction of
incorporation or stock exchange or board on which its shares are listed (except
for disclosure filings that may be required by the securities law of its
jurisdiction of incorporation); and


 


6.3.6                      there are no
actions, suits, or proceedings pending or, to its knowledge, threatened against
it in any court or by or before any governmental department, agency,
instrumentality, or any arbitrator, in which an adverse decision could be
reasonably expected to materially and adversely affect its ability to perform
its obligations under this Agreement.


 


(b)                                  Each ESOP Holder represents and warrants to the
other Parties that this Agreement, will, when executed constitute
legal, valid and binding obligations on him or her, enforceable in accordance
with its terms.


 


6.4                                 Reliance.


 


Each of the Sellers acknowledges that the Purchaser has entered into
this Agreement in reliance upon the Seller Warranties, and the agreements,
undertakings and covenants contained in this Agreement, and has been induced by
them to enter into this Agreement.


 


6.5                                 Separate and
Independent.


 


Each
of the Warranties shall be separate and independent and, save as expressly
provided to the contrary, shall not be limited by reference to or inference
from any other Warranty or any other term of this Agreement.


 


6.6                                 Waiver and
Release


 


Each of the Selling Parties
hereby waives (if such Selling Party is not a natural person, shall procure all
of its beneficial owners to waive) all claims which it may have (whether
against the Group Companies concerned or otherwise) in respect of any
misrepresentation or inaccuracy in, or omission from, any information or advice
supplied or given by any Group Company or any of its officers, employees,
agents, experts or representatives in connection with its giving of the
Warranties.  Each Party agrees to waive
and release the Group Companies and all other Parties from all claims that may
be asserted by such Party arising from all agreements (other than this
Agreement) entered into between such Party and any of the Group Companies and
the other Parties prior to the date hereof relating to the ownership of equity
interests in the Company, including without limitation the Ordinary Shares
Purchase Agreement dated January 30, 2005, the Ordinary Shares Purchase
Agreement dated March 17, 2006, all other share subscription or purchase
agreements, and all stock option award agreements.  Mr. Jianguo Zhang, Mr. Xuebin Lu, Mr. Shengping
Tang and Mr. Xiaowen Zhang hereby waive and release the Group Companies,
TMP, the Purchaser and MWI from 


 


18
















 


all claims arising from
their employment with or services for any Group Company prior to the date
hereof.


 


6.7                                Undertakings of the Parties.


 


Each
Party that is not an ESOP Holder undertakes and agrees with the other Parties
that are not the ESOP Holders that, throughout the continuance of this
Agreement, it shall promptly inform the other Parties of the occurrence of any
breach of a representation or warranty made by itself or any of its Affiliates
contained in this Agreement.  For the
avoidance of doubt, no such disclosure shall be deemed to qualify or limit in
any way the representation or warranty concerned.


 


7.                                      POST-CLOSING
COVENANTS


 


7.1                                Sellers’
Assistance.


 


Each of the Sellers shall give all such
assistance and provide such information as the Purchaser shall reasonably
request from time to time for the purpose of enabling the Purchaser or the
Group Companies to complete or to make any filings with any government
authorities in relation to the transactions contemplated hereunder.


 


7.2                                Non-Competition.


 


7.2.1                      Each of Mr. Jianguo
Zhang, Mr. Xuebin Lu and Mr. Shengping Tang undertakes with the
Purchaser (for itself and as trustee for each Group Company) that (except with
the consent in writing of the Purchaser):


 


(a)                                  for the period of two (2) years after the
Closing Date, he will not, and shall procure that each of his Close Relatives
will not, either on his own account or in conjunction with or on behalf of any
Person carry on or be engaged, concerned or interested, directly or indirectly,
operate, or otherwise invest in any business in competition with the Business,
either within the PRC or which are targeted at customers and/or users in the
PRC (other than as a holder of not more than five per cent (5%) of the issued
shares or debentures of any company listed on a stock exchange);


 


(b)                                 for the period of two (2) years after the
Closing Date, he will not, and will procure that each of his Close Relatives
will not, either on his own account or in conjunction with or on behalf of any
other Person solicit or entice away or attempt to solicit or entice away from
any Group Company any Person or organization who shall at any time within the
year preceding the Closing Date have been a customer, identified prospective
customer, representative, agent, or correspondent of any Group Company or in
the habit of dealing with any Group Company (including the major customers
listed in Schedule 4), or enter into any contract for supply of services or
accept business from any such Person, firm, company or organization within the
PRC;


 


(c)                                  he will not, and shall
procure that each of his Close Relatives will not, at any time hereafter make
use of or disclose or divulge to any Person (other than to officers or
employees of the Group Companies whose province it is to know the same) any
information (other than any information properly available to the public or
disclosed or divulged pursuant to an order of a court of competent
jurisdiction) relating to any Group Company, the identity of the Group
Companies’ customers and suppliers, the Group Companies’ products, finance,
contractual arrangements, business or methods of business and shall 


 


19

















 


use his best endeavors to prevent the
publication or disclosure of any such information;


 


(d)                                 if, in connection with the
business or affairs of any Group Company, he or any of his Close Relatives has
obtained trade secrets or other confidential information belonging to any third
party under an agreement purporting to bind any Group Company which contained
restrictions on disclosure, he shall not, and shall procure that each of his
Close Relatives shall not, without the previous written consent of the board of
directors of the Purchaser at any time infringe or take any action which would
or might result in an infringement of such restrictions; and


 


(e)                                  for the period of two (2) years after the
Closing Date, he will not, and shall procure that each of his Close Relatives
will not, either on his own or in conjunction with or on behalf of any other
Person, employ, solicit, entice away or attempt to employ, solicit or entice
away from any Group Company any Person who at the Closing Date is an officer,
manager, consultant or employee of any Group Company, whether or not such
Person would commit a breach of contract by reason of leaving such employment;
and


 


(f)                                    he shall not, and shall
procure that each of his Close Relatives will not, either on his or at any time
hereafter in relation to any trade, business or company use a name or trade
mark including the word “China-HR”, “ChinaHR”, “[CHINESE CHARACTERS]” or “[CHINESE CHARACTERS]”, or any of the
trademarks set forth in Schedule 6, or any word or symbol confusingly similar
to such words or trademarks in such a way as to be capable of or likely to be
confused with the name, trade name or any trademark of any Group Company.


 


7.2.2                      Union Advance
Group Limited shall be jointly and severally liable with Mr. Jianguo Zhang
for any breach by him of the obligations under Clause 7.2.1.  Great Strategies Group Limited shall be
jointly and severally liable with Mr. Xuebin Lu for any breach by him of
the obligations under Clause 7.2.1. Empire People Limited shall be jointly and
severally liable with Mr. Shengping Tang for any breach by him of the
obligations under Clause 7.2.1.


 


7.2.3                      Each of the
Non-Management Shareholders undertakes with the Purchaser (for itself and as
trustee for each Group Company) that (except with the consent in writing of the
Purchaser) for the period of one (1) year after the Closing Date:


 


(a)                                  it will not and shall
procure that each of its beneficial owners who Control the Non-Management
Shareholders and the Close Relatives of such beneficial owners will not, either
on its own account or in conjunction with or on behalf of any Person, carry on
or operate any Internet job board or Internet employment recruiting business
either within the PRC or which are targeted at customers and/or users in the
PRC (or “Internet Recruiting Business”), except
that the Non-Management Shareholders shall have the express right to invest in
or otherwise hold:


 


(i)                                     not more than thirty-three per cent (33%) of
the issued shares or debentures in any company that together with its
Affiliates derive either (i) less than $8,000,000 in gross annual revenue
from the Internet Recruiting Business or (ii) less than twenty-five
percent (25%) of its gross annual revenue from the Internet Recruiting
Business, and


 


20

















 


(ii)                                not more than five per cent (5%) of the
issued shares or debentures in any other company engaged in the Internet
Recruiting Business;


 


(b)                                 it will not, and shall
procure that each of its beneficial owners who Control the relevant
Non-Management Shareholders and the Close Relatives of such beneficial owners
will not, at any time hereafter make use of or disclose or divulge to any
Person (other than to any properly authorized employees of the Group Companies)
any commercially significant information obtained by the relevant
Non-Management Shareholders solely by virtue of its position as a shareholder
of the Company (other than any information properly available to the public or
required to be disclosed by law) relating to any Group Company, its business or
method of business, finances, customers and contractual arrangements and shall
use its best endeavors to prevent the publication or disclosure of any such
information; and


 


(c)                                  it will not and shall
procure that each of its beneficial owners who Control the relevant
Non-Management Shareholders and the Close Relatives of such beneficial owners
will not, either on its own or in conjunction with or on behalf of any other
Person, employ, solicit, entice away or attempt to employ, solicit or entice
away from any Group Company any Person who at the Closing Date is an officer or Key Employee of any Group
Company, whether or not such Person would commit a breach of contract by reason
of leaving such employment.


 


7.3                                 While the restrictions contained in Clauses 7.1 and 7.2 are considered
by the Parties to be reasonable in all the circumstances, the Parties hereby
agree and declare that if any of such restrictions shall be adjudged to be void
as going beyond what is reasonable for the protection of the interests of the
Purchaser but would be valid if part of the wording thereof were deleted or the
periods thereof reduced or the range of activities or geographic area
thereunder reduced in scope, the said restrictions shall apply with such
modifications as may be necessary to make it valid and effective.


 


7.4                                 The Management Shareholders and Purchasers shall use commercially reasonable
efforts to cause the relevant Persons  to complete the following
after the Closing Date:


 


7.4.1                      Software
Licenses.  Not later
than six (6) months after the Closing Date, the Company shall have duly
obtained and fully paid for those software licenses set forth in Schedule 12, and written evidence of
full payment for thereof shall have been delivered to the Purchaser and the
Contributing Sellers.


 


7.4.2                      Expansion of Business Scope.  Not later than nine (9) months
after the Closing Date, E-Career Beijing’s Hangzhou branch,
Chengdu branch, Nanjing branch, Shenzhen branch, Tianjin branch and Xian branch
shall each have obtained the human resource intermediary permit  ([CHINESE CHARACTERS]) from their respective local personnel bureaus  ([CHINESE CHARACTERS]) and, as needed, have received an updated business license from their
respective local AIC branches reflecting a scope of business that permits the
collection, classification, storage, publication of information and the
provision of consulting services concerning the demand and supply of human
resources ([CHINESE
CHARACTERS]).


 


7.4.3                      SAFE Registration.  Not later than eight (8) months after
the Closing Date, Mr. Jiexian Zhang shall have used his best efforts, at
his own cost, to duly register his and Ms. Dai Hong’s joint indirect
shareholding in the Company as well as the disposal of 


 


21

















 


such
joint indirect shareholding pursuant to the terms of this Agreement with
Beijing SAFE in accordance with the SAFE Circulars and deliver the applicable
registration forms stamped by Beijing SAFE to the Purchaser.  For the avoidance of doubt, the Purchaser
acknowledges that a possibility exists that Beijing SAFE may not register Mr. Jiexian
Zhang and Ms. Dai Hong’s joint indirect shareholding in the Company in
accordance with the SAFE Circulars despite Mr. Jiexian Zhang’s best
efforts to effect such due registration and further acknowledges that any
failure to complete such registration after the condition in Clause 4.1.1 has
been fulfilled shall not be deemed a breach of this Clause 7.4.3.


 


7.4.4                      E-Channel
Beijing Transfer.  Not later
than six (6) months after the Closing Date, the entire equity interest in
E-Channel Beijing shall be transferred to the persons designated by the
Purchaser, at no cost to the Purchaser or any of the Group Company and the
appointment of Purchaser’s designee as E-Channel Beijing’s legal representative
shall have been completed and duly registered with the Beijing AIC.


 


7.4.5                      E-Channel
Beijing ICP License.  Not later
than six (6) months after the Closing Date, E-Channel Beijing shall have
procured a new ICP license from the Beijing Administration of
Telecommunications to reflect the change in the legal representative of
E-Channel Beijing to the Purchaser’s designee.


 


7.4.6                      E-Channel
Beijing HR Recruitment Licenses.  Not later than six (6) months after the
Closing Date, E-Channel Beijing shall have procured a new human resource intermediary permit ([CHINESE CHARACTERS]) from the Beijing Personnel
Bureau to reflect the change in the legal representative of E-Channel Beijing
to the Purchaser’s designee.


 


7.4.7                      Shanghai
Huaying Transfer.  Not later
than eight (8) months after the Closing Date, the entire equity interest
in Shanghai Huaying shall be transferred to the persons designated by the
Purchaser, at no cost to the Purchaser or any of the Group Company and the
appointment of Purchaser’s designee as Shanghai Huaying’s legal representative
shall have been completed and duly registered with the PRC Authorities.


 


8.                                      INDEMNIFICATION


 


8.1                                Indemnity.


 


8.1.1                      Sellers
Indemnity.  Each of the
Sellers, severally and not jointly, hereby covenants and undertakes to the
Purchaser to indemnify and save and hold the Purchaser harmless from and
against any Losses actually suffered, incurred or sustained by the Purchaser
arising out of: (i) any misrepresentation or breach of Clauses 6.1 and
6.3, or (ii) any non-compliance with or breach by such Seller of any of
their respective covenants or agreements contained in this Agreement to be
performed by such Seller.


 


8.1.2                      Management Indemnity.  Each of the Management Shareholders, jointly
and severally, hereby covenants and undertakes to the Purchaser (for itself and
as trustee for each Group Company) to indemnify and save and hold the Purchaser
harmless from and against any Losses actually suffered, incurred or sustained by the Purchaser or any of the Group
Companies arising out of:


 


(a)                             any breach of Clause 6.2;


 


22

















 


(b)                            any non-compliance with or
breach by any Management Shareholders of any of their respective covenants or
agreements contained in this Agreement to be performed by any such Management
Shareholders;


 


(c)                             any failure to complete the
actions set forth in Clause 7.4 (except when such failure is due to the
Purchaser’s breach of its obligations under Clause 7.4);


 


(d)                            the underpayment of any
Social Insurance Premium liability arising from the operations of any PRC
Subsidiary prior to Closing; and


 


(e)                             any of the
following omissions in Mr. Zhang Jiexian and Ms. Dai Hong’s filing
with Beijing SAFE pursuant to Clause 4.1.1:


 


(i)              the
establishment of E-Career Suzhou;


 


(ii)             the transfer of
shareholding in E-channel Beijing from Mr. Zhang Jiexian and Ms. Dai
Hong to Mr. Xu Ren Gen and Ms. Zhou Xu; and


 


(iii)            that Mr. Jianguo
Zhang, Mr. Xuebin Lu and Mr. Shengping Tang hold their indirect
shareholding in the Company through Union Advance Group Limited, Great
Strategies Group Limited and Empire People Limited respectively.


 


To the extent the Management Shareholders are required to indemnify the
Purchaser hereunder for the Losses suffered,
incurred or sustained by the Group Companies, the Management Shareholders
shall only be obligated to indemnify the Purchaser for up to an amount not
exceeding fifty-five (55%) of the Losses that are actually suffered, incurred
or sustained by such Group Companies.


 


8.1.3                      Purchaser
Indemnity.  The
Purchaser hereby covenants and undertakes to the Sellers to indemnify and save
and hold the Sellers harmless from and against any Losses actually suffered,
incurred or sustained by each Seller arising out of (i) any
misrepresentation or breach of a representation or warranty made with respect
to Clause 6.3, or (ii) any non-compliance with or breach by the Purchaser
of any of its covenants or agreements contained in this Agreement to be
performed by the Purchaser (including Clause 7.1).


 


8.1.4                      Special
Indemnity.  Subject to the limitations set forth in Clauses
8.1.5, 8.1.6 and 8.1.7, the Management Shareholders hereby covenant and
undertake to the Purchaser to indemnify the Purchaser for expenses and/or
liabilities incurred by the Group Companies pursuant to Clause 7.4.1 in the
amount equal to fifty-five percent (55%) of the aggregate amount of such
expenses and/or liabilities as determined by subtracting the Company’s Cash
Balance from the aggregate amount of such expenses and/or liabilities actually
paid by the Group Companies to authorized vendors or liable to pay under invoices
from such authorized vendors for the purchase of the software licenses set
forth in Schedule 12 in satisfaction of Clause 7.4.1, PROVIDED that the
obligation to indemnify under this Clause 8.1.4 shall apply only to those such
expenses and/or liabilities which in the aggregate do not exceed
US$7,000,000.  For the avoidance of
doubt, any Claim made here under shall not be subject to the amount thresholds
set forth in Clause 8.1.5 either for purposes of excluding the liability for
failure to exceed the amount thresholds under Clause 8.1.5(i) or for
determining the aggregate amount of Claims under Clause 8.1.5(ii).


 


8.1.5                      Thresholds. 
No Seller shall be required to indemnify the Purchaser with respect to
any claim for indemnification pursuant to Clauses 8.1.1 and 8.1.2, unless
and until (i) 


 


23

















 


the amount
of such Claim exceeds US$75,000 and (ii) the aggregate amount of all
Claims against the Sellers exceeds US$500,000, at which time the relevant
Sellers shall be obligated to indemnify the Purchaser for all Losses and not
merely for the Losses in excess of US$500,000.


 


8.1.6                      Limits. The aggregate
liability of the Indemnifying Party with respect to claims for indemnification
under this Clause 8 shall not exceed US$40,000,000. At any time the aggregate
liability of the Sellers shall be limited to that amount which remains in the
Escrow Account.


 


8.1.7                      Sole and Exclusive Remedy.  The
indemnity provided for in this Clause 8 shall be the sole and exclusive
remedy of the Indemnified Party after the Closing for breach of a
representation, warranty, covenant or other agreement contained in this
Agreement, and satisfaction of any Claims therein shall be limited
to such amounts as are available through the Escrow Account at the time of
payment of any such Claims; provided, however that
nothing in this Agreement (including Clauses 8.1.5 and 8.1.6) shall limit an Indemnified Party’s
remedies against Indemnifying Parties with respect to any Claims arising from any breach of the obligations under Clause 7.2.1, 7.2.2 or any Claim to the
extent that the liability of the relevant Indemnifying Party in respect of that
Claim arises from fraud.  For the avoidance of doubt, any
liability for Claims arising from fraud on the part of any Sellers shall be
several and not joint.


 


8.1.8                      Claims Procedure for Indemnification.  Subject to the limitations on
liability set forth herein, whenever any claim shall arise for indemnification
hereunder (“Claim”),
the Party making such Claim (the “Indemnified Party”)
shall promptly deliver a Notice of Claim to each Person from whom the
indemnification is sought (the “Indemnifying Party”),
including the Sellers’ Representatives, as applicable; provided,
however, that during the Escrow Period, the Purchaser shall only be
obligated to deliver a Notice of Claim to the Persons required under Clause
3.5.2.  The failure to give such Notice
of Claim shall not relieve the Indemnifying Party of any of its indemnification
obligations contained herein, except to the extent the failure to give such
Notice of Claim actually and materially prejudices the rights of the
Indemnifying Party.  The Indemnifying
Party shall have the right to be represented, at its own expense, by advisory
counsel and accountants, in case of any claim by a third party, any suit or
claim by any governmental body, or any legal, administrative or arbitration
proceeding, with respect to which the Indemnifying Party may have liability
under the provisions of Clause 8.  The
Indemnified Party shall make available to the Indemnifying Party and its
attorneys and accountants, at all reasonable times during normal business
hours, all books and records within the Indemnified Party’s possession or
control relating to such suit, claim or proceeding, and the Indemnified Party
will render to the Indemnifying Party such assistance as may reasonably be
required in order to insure proper and adequate defense of any such suit, claim
or proceeding.


 


8.1.9                      In the event of a claim by a third party against the Indemnified Party
from which any Claim shall arise, the Indemnifying Party shall defend such
third party claim or action at the Indemnifying Party’s expense.  In no event shall the Indemnified Party enter
into any settlement or compromise of any indemnified claim without the
Indemnifying Party’s prior written consent, which shall not be unreasonably
withheld or delayed.  The Indemnifying
Party shall have control over the defense and settlement of any indemnified
claim, provided however that in no event shall the Indemnifying Party enter
into any settlement or compromise of any indemnified claim without the
Indemnified Party’s prior written consent if such settlement or compromise (i) includes
either equitable or injunctive relief against the Indemnified Party; (ii) includes
an admission of liability or wrong doing on behalf of the 


 


24

















 


Indemnified
Party; or (iii) could reasonably be expected to create or increase
liabilities of the Indemnified Party.


 


8.2                                 Survive Closing.


 


The obligations under this Clause 8 shall survive
Closing, provided that all Claims for indemnification under this Clause 8
(except for a claim with respect to any breach of Clause
7.2.1, 7.2.2 or fraud on the part of any Seller) must be asserted on or prior
to the date that is eighteen (18) months after the Closing Date.


 


9.                                      CONFIDENTIALITY


 


9.1                               Each Party undertakes to the other Parties that they shall treat as
strictly confidential all information received or obtained by them or their
employees, agents or advisers as a result of entering into or performing this
Agreement including information relating to the provisions of this Agreement,
the negotiations leading up to this Agreement, the subject matter of this
Agreement or the business or affairs of any Party or any Affiliate of such
Party and subject to the provisions of Clause 9.2 that they will not at any
time hereafter make use of or disclose or divulge to any Person any such
information and shall use their best endeavors to prevent the publication or
disclosure of any such information.


 


9.2                               The restrictions contained in Clause 9.1 shall not apply so as to
prevent any Party from making any disclosure required by law or by any
securities exchange or supervisory or regulatory or governmental body pursuant
to rules to which such Party is subject or from making any disclosure to
any professional adviser for the purposes of obtaining advice (provided always
that the provisions of this Clause 9 shall apply to and each Party shall
procure that they apply to and are observed in relation to, the use or
disclosure by such professional adviser of the information provided to him) nor
shall the restrictions apply in respect of any information which comes into the
public domain otherwise than by a breach of this Clause 9 by any Party.


 


10.                               FURTHER
ASSURANCE


 


10.1                         The
Parties hereto shall do and execute or procure to be done and executed all such
further acts, deeds, documents and things as may be necessary to give full
effect to the terms and intent of this Agreement.


 


11.                               NO
PARTNERSHIP


 


11.1                         Nothing
contained or implied in this Agreement shall constitute or be deemed to
constitute a partnership or agency between the Parties and save as expressly
agreed herein none of the Parties shall have any authority to bind or commit
any other Party.


 


12.                               REMEDIES


 


12.1         Rights Cumulative.


 


Each and all of the various rights, powers and
remedies of a Party will be considered to be cumulative with and in addition to
any other rights, powers and remedies which such Party may have to seek under
Applicable Laws in the event of the breach of any of the terms of this
Agreement.


 


12.2                           Not Affected by
Closing.


 


Closing shall not prejudice a Party’s rights and
remedies in relation to breaches committed by another Party at or before Closing.


 


25

















 


13.                               CONSENTS


 


At Closing, the Sellers
waive all their rights arising out of the Prior Agreement and give all consents
and waivers as may be required under the terms of the Prior Agreement, the
memorandum and articles of association of the Company, or any other related
documents to effect the transactions contemplated under this Agreement.


 


14.                               COSTS


 


14.1                           Each Party shall pay its own costs and disbursements of and
incidental to the preparation and execution of this Agreement.


 


15.                               ASSIGNMENT


 


15.1                         Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, permitted assigns, heirs,
executors and administrators of the Parties hereto.  This Agreement and the rights and obligations
herein may be assigned by the Purchaser, provided that the Purchaser shall
guarantee the fulfillment of the payment obligations by any future assignee
under this Agreement and has obtained written consent of such assignment from
the Sellers who hold at least 50% of the Shares immediately prior to the
Closing, no less than five (5) Business Days prior to effecting such
assignment, which consent shall not be unreasonably denied.  The Sellers may assign its rights or delegate
its obligations under this Agreement only with the prior written consent of the
Purchaser, which consent shall not be unreasonably denied.


 


16.                               ENTIRE
AGREEMENT


 


16.1                         This
Agreement (together with any other agreements referred to herein) constitutes
the whole agreement between the Parties and supersedes any previous agreements,
arrangements or understandings between them relating to the subject matter
hereof.


 


17.                               AMENDMENT


 


17.1                           No variation or amendment to this Agreement shall be effective unless
in writing signed by authorized representatives of each of the Parties.


 


18.                               NOTICES


 


18.1                           Contact Details.


 


Any notices, requests and other communications
required or permitted under this Agreement shall be in writing and will be
deemed to have been duly given only if delivered personally, by email, or by
facsimile transmission or mailed (postage prepaid) or couriered to the Parties
at the following addresses or facsimile numbers:


 


18.1.1                 Company.


 


	
  China
  HR.com Holdings Ltd

  
	
  4/F,
  CITIC Building #2

  
	
  19
  Jianguomenwai Avenue

  
	
  Chaoyang
  District

  
	
  Beijing,
  China

  
	
  Attention:
  Rita Tam

  



 


26

















 


18.1.2                 Non-Management
Shareholders.


 


For the Non-Management
Shareholders and the Management Shareholders, to the address or facsimile number for each
Non-Management Shareholder and each Management Shareholder as set forth on Part II
of Schedule 2 hereto.


 


	
  With
  a copy (which shall not constitute notice) to:

  
	
  Morrison
  and Foerster LLP

  
	
  Attention:
  Steven L. Toronto

  
	
  Suite 3408,
  China World Tower 2

  
	
  No. 1,
  Jianguomenwai Avenue,

  
	
  Beijing
  100004, P.R.C.

  
	
  Telephone:
  86-10 6505 9090

  
	
  Facsimile:
  86 10 6505 9091

  
	
  E-mail:
  SToronto@mofo.com

  



 


18.1.3                 ESOP
Holders.


 


For the ESOP Holders, to the
care of Mr. Jianguo Zhang, Attorney-in-Fact for the ESOP Holders at:


 


	
  Mr. Jianguo
  Zhang.

  
	
  9/F,
  Xinzu Building

  
	
  No. 6
  Ritan Road

  
	
  Chaoyang
  District

  
	
  Beijing,
  P.R.C.

  
	
  Telephone:
  86-010-65860110-1010

  
	
  Facsimile:
  86-010-65006964

  
	
  E-mail:
  jianguo666@yahoo.com.cn

  



 


18.1.4                 Mr. Jianguo
Zhang, Mr. Jiexian Zhang, Mr. Xuebin Lu and Mr. Shengping Tang.


 


For Mr. Jianguo Zhang, Mr. Jiexian Zhang, Mr. Xuebin Lu
and Mr. Shengping Tang, each in their individual capacities, at:


 


	
  Mr. Jianguo
  Zhang.

  
	
  9/F,
  Xinzu Building

  
	
  No. 6
  Ritan Road

  
	
  Chaoyang
  District

  
	
  Beijing,
  P.R.C.

  
	
  Telephone:
  86-010-65860110-1010

  
	
  Facsimile:
  86-010-65006964

  
	
  E-mail:
  jianguo666@yahoo.com.cn

  
	
   

  
	
  Mr. Jiexian
  Zhang

  
	
  Room 2505,
  Building No. 11

  
	
  Wan
  Ke Xing Yuan, Yangshan Road

  
	
  Chaoyang
  District, Beijing, P.R.C.

  
	
  Telephone:
  86-13901081292

  
	
  Facsimile:
  8610-5136 7122

  
	
  E-mail:
  zhangjiexian@gmail.com

  
	
   

  
	
  Mr. Xuebin
  Lu

  
	
  Room 1005,
  Building 70, Yuan Yang Tian Di

  
	
  Ba
  Li Zhuang Xi Li, Chaoyang District,

  
	
  Beijing,
  P.R.C.

  
	
  Telephone:
  86-010-85860014

  



 


27

















 


	
  Facsimile:
  86- 010-65866155

  
	
  Mobile:
  86- 13621311311

  
	
  Email:
  yuanfengge@vip.sina.com

  
	
   

  
	
  Mr. Shengping
  Tang

  
	
  E-Career
  Shanghai

  
	
  4th
  Floor, No. 8 of Bao Qing Road

  
	
  Xuhui
  District, Shanghai, P.R.C.

  
	
  Telephone:
  86-021-61418848

  
	
  Facsimile:
  86-021-61418846

  
	
  E-mail:
  tangshengping0034@hotmail.com

  



 


18.1.5                 Seller
Representatives.


 


	
  Union Advance Group Limited

  
	
  c/o Susan Yiu

  
	
  Chinese Secretaries & Managers
  Limited

  
	
  9th Floor Tung Ning Building

  
	
  249-253 Des Voeux Road Central

  
	
  Hong Kong

  
	
  Telephone: (852)2544-8093

  
	
  Facsimile: (852)2541-5885

  
	
  E-mail: jianguo666@yahoo.com.cn

  
	
   

  
	
  E-Career
  Holdings Limited

  
	
  Attention
  to: Kathy Xu,

  
	
  Managing
  Partner,

  
	
  Capital
  Today Group ,

  
	
  Suite 3808,
  Jin Mao Tower,

  
	
  88
  Century Boulevard,

  
	
  Pudong,
  Shanghai 200121

  
	
  China

  
	
  Telephone:
  (86 21) 5098 8886

  
	
  Cell:
  (86) 138 1819 7988

  
	
  E-mail:
  kathyxu@capitaltoday.com

  
	
   

  
	
  Good
  Connection Enterprises Limited

  
	
  Room 2505,
  Building No. 11

  
	
  Wan
  Ke Xing Yuan, Yangshan Road

  
	
  Chaoyang
  District, Beijing, P.R.C.

  
	
  Telephone:
  86-13901081292

  
	
  Facsimile: 8610-5136 7122

  
	
  E-mail:
  zhangjiexian@gmail.com

  
	
   

  
	
  Full
  Moon Resources Limited

  
	
  1902
  Bank of America Tower,

  
	
  12
  Harcourt Road,

  
	
  Central,

  
	
  Hong
  Kong

  
	
  Telephone:
  (852) 3900 8282

  
	
  Facsimile:  (852)
  3900 8123

  
	
  E-mail:
  francis.p.leung@gmail.com

  



 


28
















 


18.1.6                Purchaser,
TMP and MWI.


 


	
  Monster
  Worldwide, Inc.

  
	
  Attention:
  Michael C. Miller

  
	
  622
  Third Avenue

  
	
  New
  York, New York 10017

  
	
  Telephone:
  (212) 351-7000

  
	
  Facsimile:
  (917) 256-8526

  
	
  E-mail:
  Michael.Miller@monster.com

  
	
   

  
	
  With
  a copy (which shall not constitute notice) to:

  
	
  Baker &
  McKenzie LLP

  
	
  Attention:
  Howard Wu

  
	
  Unit
  1601, Jin Mao Tower

  
	
  88
  Century Avenue

  
	
  Pudong,
  Shanghai 200121, People’s Republic of China

  
	
  Fax:
  +86 21 5047 0020

  
	
  E-mail:
  howard.wu@bakernet.com

  



 


18.2                           Delivery.


 


All such notices, requests and other communications
will:


 


18.2.1                if delivered by
email or personally to the address as provided in this section, be deemed given
upon delivery without receipt of any error message;


 


18.2.2                if delivered by facsimile transmission to the facsimile number as
provided in this section, be deemed given when confirmation of its transmission
has been recorded by the sender’s facsimile machine; and


 


18.2.3                if delivered by mail or courier in the manner described above to the
address as provided in this section, be deemed given five (5) Business
Days after posting it (in each case regardless of whether such notice, request
or other communication is received by any other Person to whom a copy of such
notice is to be delivered pursuant to this Clause 18).


 


18.3                           Change of Contact Details.


 


Any Party from time to time may change its address,
facsimile number or other information for the purpose of notices to that Party
by giving notice specifying such change to the other Parties in accordance with
this Clause18.


 


19.                               WAIVER


 


19.1                           No Waiver.


 


The exercise or partial exercise of any right,
power or remedy will neither constitute the exclusive election thereof nor the
waiver of any other right, power or remedy available to such Party.


 


19.2                           In Writing.


 


Any term or condition of this Agreement may be
waived at any time by the Party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the Party waiving such term or condition.


 


29

















 


19.3                          Single Waiver Does Not Imply General Waiver.


 


No waiver by any Party of any term or condition of
this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion.


 


20.                               SEVERABILITY


 


20.1                         If at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the laws of any jurisdiction, the
legality, validity and enforceability of such provision under the law of any
other jurisdiction, and of the remaining provisions of this Agreement, shall
not be affected or impaired thereby.


 


21.                               COUNTERPARTS


 


21.1                         This Agreement may be entered into on separate pages, each of which
when so executed and delivered shall be an original but each page shall
together constitute one and the same instrument and shall take effect from the
time of execution of the last page. 
Immediate evidence that a page has been executed may be provided by
transmission of such page by facsimile machine or electronic mail with the
original executed page to be forthwith put in the mail.


 


22.                               GOVERNING LAW


 


22.1                          This Agreement shall be governed in all respects by the laws of New York,
without reference to any conflicts of law principles thereof (other than Section 5-1401
and Section 5-1402 of the New York General Obligations Law).


 


23.                               DISPUTE
RESOLUTION


 


23.1                          Any dispute, controversy or claim arising out of or in connection with or
relating to this Agreement, or the interpretation, breach, termination or
validity hereof, shall be resolved through consultation between any of the
parties hereto.  Such consultation shall
begin immediately after one party has delivered to one or more other parties a
Notice of Claim.  If, within Thirty (30)
days following the date on which the Notice of Claim is delivered, the dispute
cannot be resolved, the dispute shall be submitted to arbitration upon the
request of any party to the dispute.


 


23.2                          The arbitration shall be conducted in Hong Kong and under the Hong Kong
International Arbitration Centre (“HKIAC”) Administered Arbitration Rules in force when the Notice of
Arbitration (as provided under the HKIAC Administered Arbitration Rules) (the “Notice of
Arbitration”) is submitted, save that to the extent of any
inconsistency only the provisions of this Clause 23 shall prevail.  There shall be three (3) arbitrators.  The complainant or complainants, on the one
hand, and the respondent or respondents, on the other, shall each nominate one (1) arbitrator
within thirty (30) days after the delivery of the Notice of Arbitration to the
respondent(s).  The appointment of
party-nominated arbitrators shall be confirmed by the HKIAC Council.  Both arbitrators shall agree on the third
arbitrator within thirty (30) days of their confirmation by the HKIAC
Council.  Should either the complainant(s) or
respondent(s) fail to appoint an arbitrator within the time limits
specified or should the two arbitrators fail within thirty (30) days of their
confirmation to reach agreement on the third arbitrator, such arbitrator shall
be appointed by the HKIAC Council.


 


23.3                          The arbitration proceedings shall be conducted in English.


 


30

















 


23.4                         Each Party shall cooperate with any of the parties to the dispute in
making full disclosure of and providing complete access to all information and
documents requested by any of the parties to the dispute in connection with
such arbitration proceedings, subject only to any confidentiality obligations
binding on such Party.


 


23.5                         The costs of any arbitration shall be borne by the losing party or
parties, unless otherwise determined by the arbitration tribunal.


 


23.6                         When any dispute occurs and when any dispute is under arbitration,
except for the matters in dispute the parties shall continue to fulfill their
respective obligations and shall be entitled to exercise their rights under
this Agreement.


 


23.7                         The award of the arbitration tribunal shall be final and binding upon
the parties to the dispute, and the prevailing party may apply to a court of
competent jurisdiction for enforcement of such award.


 


23.8                         Any party to a dispute under this Clause 23 shall be entitled to seek
injunctive relief or other measures of interim preservation or protection from
any court of competent jurisdiction pending the constitution of the arbitration
tribunal and in doing so shall not be deemed to be acting inconsistently with
this agreement to arbitrate.


 


[Signature Page Follows]


 


31

















 


IN WITNESS whereof this
Agreement has been executed on the day and year first above written.


 


 


	
  China HR.com Holdings Ltd

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Jianguo ZHANG

  	
   

  
	
   

  	
  Print Name: Jianguo ZHANG

  	
   

  
	
   

  	
  Title: Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Monster Worldwide Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Andrea Bertone

  	
   

  
	
   

  	
  Print Name: Andrea Bertone

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Monster Worldwide
  Netherlands B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Rob Brouwer

  	
   

  
	
   

  	
  Print Name: Rob Brouwer

  	
   

  
	
   

  	
  Title: Director of Parent 

  Company/Corporate Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Monster Worldwide Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Salvatore Iannuzzi

  	
   

  
	
   

  	
  Print Name: Salvatore
  Iannuzzi

  	
   

  
	
   

  	
  Title: Chairman, President
  and Chief 

  Executive Officer

  	
   

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT IN
RELATION TO CHINA HR.COM 

HOLDINGS LIMITED


 

















 


	
  E-Career
  Holdings Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Xin XU

  	
   

  
	
   

  	
  Print Name: Xin XU
  ([CHINESE CHARACTERS])

  	
   

  
	
   

  	
  Title: Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Good
  Connection Enterprises Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Jiexian ZHANG

  	
   

  
	
   

  	
  Print Name: Jiexian ZHANG
  ([CHINESE CHARACTERS])

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Full
  Moon Resources Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ LEUNG Pak To

  	
   

  
	
   

  	
  Print Name: LEUNG PAK TO

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Macintosh
  Associates Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ WONG Siu Kong

  	
   

  
	
   

  	
  Print Name: WONG SIU KONG

  	
   

  
	
   

  	
  Title: DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Beauchamp
  Int’l Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Shiu Kwong YIP

  	
   

  
	
   

  	
  Print Name: Shiu Kwong Yip

  	
   

  
	
   

  	
  Title: Director

  	
   

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT IN
RELATION TO CHINA HR.COM 

HOLDINGS LIMITED


 

















 


	
  Surbiton
  Investments Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Adrian Hau Chak FU

  	
   

  
	
   

  	
  Print Name: Adiran Hau
  Chak FU

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Union
  Advance Group Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Jianguo ZHANG

  	
   

  
	
   

  	
  Print Name: Jianguo ZHANG
  ([CHINESE CHARACTERS])

  
	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Empire
  People Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Shengping TANG

  	
   

  
	
   

  	
  Print Name: Shengping TANG
  ([CHINESE CHARACTERS])

  
	
   

  	
  Title: Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Great
  Strategies Group Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Xuebin LU

  	
   

  
	
   

  	
  Print
  Name: Xuebin LU ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
  Title: Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  All
  United Consultants Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Xiaowen ZHANG

  	
   

  
	
   

  	
  Print
  Name: Xiaowen ZHANG ([CHINESE
  CHARACTERS])

  
	
   

  	
  Title: Authorized
  Signatory

  	
   

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT IN
RELATION TO CHINA HR.COM 

HOLDINGS LIMITED


 

















 


	
  Jiexian
  ZHANG ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Jiexian ZHANG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Jianguo
  ZHANG ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Jianguo ZHANG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Xuebin
  LU ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Xuebin LU

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Shengping
  TANG ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Shengping TANG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Xiaowen
  ZHANG ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Xiaowen ZHANG

  	
   

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT IN
RELATION TO CHINA HR.COM 

HOLDINGS LIMITED


 

















 


	
  Each of the ESOP Holders

  	
   

  



 


 


	
  By:

  	
  /s/ Jianguo ZHANG

  	
   

  
	
   

  	
  Jianguo
  ZHANG ([CHINESE
  CHARACTERS])

  	
   

  
	
   

  	
  Attorney-in-fact by Power
  of Attorney

  	
   

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT IN
RELATION TO CHINA HR.COM 

HOLDINGS LIMITED