COPIES OF DOCUMENTS THAT THE INVESTOR MAY REASONABLY
REQUEST.
4.7
CLOSING DOCUMENTATION.
THE INVESTOR SHALL HAVE RECEIVED PRIOR TO
OR AT THE CLOSING ALL OF THE FOLLOWING DOCUMENTS OR INSTRUMENTS, EACH IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE INVESTOR AND ITS COUNSEL:
(A)
DIRECTOR'S CERTIFICATE.
A CERTIFICATE OF A DIRECTOR OF THE
COMPANY CERTIFYING AS TO: (I) THE COMPANY'S ATTACHED MEMORANDUM OF ASSOCIATION,
(II) THE COMPANY'S ATTACHED ARTICLES OF ASSOCIATION, (III) THE COMPANY'S
ATTACHED CERTIFICATE OF INCORPORATION, (IV) THE RESOLUTIONS OF THE COMPANY'S
BOARD OF DIRECTORS APPROVING THIS AGREEMENT AND THE SHAREHOLDERS AGREEMENT, AND
AUTHORIZING THE ISSUANCE AND/OR SALE OF THE SHARES AND THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY, AND (V) THE INCUMBENCY OF THE OFFICERS EXECUTING THIS
AGREEMENT, THE SHAREHOLDERS AGREEMENT, AND THE OTHER AGREEMENTS, CERTIFICATES,
DOCUMENTS AND INSTRUMENTS CONTEMPLATED HEREBY AND THEREBY.
THE INVESTOR MAY
CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL IT SHALL RECEIVE A FURTHER
CERTIFICATE OF THE DIRECTOR OF THE COMPANY CANCELING OR AMENDING THE PRIOR
CERTIFICATE AND SUBMITTING THE SIGNATURES OF THE OFFICERS NAMED IN SUCH FURTHER
CERTIFICATE.
(B)
CERTIFICATE OF GOOD STANDING.
A CERTIFICATE OF GOOD STANDING AS
TO THE COMPANY CERTIFIED BY THE REGISTRAR OF COMPANIES OF THE CAYMAN ISLANDS AND
A CERTIFICATE OF GOOD STANDING AS TO CHINA-HR.COM CORPORATION CERTIFIED BY THE
REGISTRAR OF COMPANIES OF THE BRITISH VIRGIN ISLANDS, IN EACH CASE AS OF A
REASONABLY RECENT DATE PRIOR TO THE CLOSING DATE.
(C)
SHAREHOLDERS AGREEMENT.
THE SHAREHOLDERS AGREEMENT IN THE FORM
ATTACHED HERETO AS EXHIBIT A DULY EXECUTED AND DELIVERED BY THE PARTIES NAMED
THEREIN.
(D)
SHARE CERTIFICATES.
THE COMPANY SHALL HAVE DELIVERED THE SHARE
CERTIFICATE OR CERTIFICATES TO THE INVESTOR FOR THE CLOSING PURSUANT TO
SECTION 1.2 HEREOF.
16
4.8
BOARD OF DIRECTORS.
EFFECTIVE AS OF THE CLOSING, (KATHY) XU XIN,
GORDON KWONG CHE KEUNG, ADRIAN FU HAU CHAK AND (JASON) ZHANG JIANGUO AS WELL AS
ANDREW J. MCKELVEY AND TWO OTHER DIRECTORS DESIGNATED BY THE INVESTOR SHALL BE
THE ONLY MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS.
SECTION 5.
CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.
The obligations of the Company to the Investor under this Agreement are subject
to the fulfillment, on or before the Closing, of each of the following
conditions by the Investor:
5.1
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
OF THE INVESTOR CONTAINED IN SECTION 3 SHALL BE TRUE AND CORRECT ON AND AS OF
THE CLOSING.
5.2
PAYMENT OF PURCHASE PRICE.
THE INVESTOR SHALL HAVE DELIVERED THE
PURCHASE PRICE SPECIFIED IN SECTION 1.1.
5.3
QUALIFICATIONS.
ALL AUTHORIZATIONS, APPROVALS, OR PERMITS, IF ANY,
OF ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OF THE UNITED STATES OR OTHER
COUNTRY OR OF ANY STATE THAT ARE REQUIRED IN CONNECTION WITH THE LAWFUL ISSUANCE
AND SALE OF THE SHARES PURSUANT TO THIS AGREEMENT SHALL BE DULY OBTAINED AND
EFFECTIVE.
5.4
SHAREHOLDERS AGREEMENT.
THE INVESTOR SHALL EXECUTE AND DELIVER THE
SHAREHOLDERS AGREEMENT.
SECTION 6.
INDEMNIFICATION.
6.1
INDEMNIFICATION BY THE COMPANY AND THE SHAREHOLDERS.
THE COMPANY
AND EACH SHAREHOLDER AGREES, JOINTLY AND SEVERALLY, TO INDEMNIFY, DEFEND AND
SAVE