Exhibit 10.1
ORDINARY SHARES PURCHASE AGREEMENT
THIS ORDINARY SHARES PURCHASE AGREEMENT (this "Agreement"), is made as of this
30th day of January 2005, by and among China HR.com Holdings Ltd., an exempted
company limited by shares incorporated under the laws of the Cayman Islands (the
"Company"), TMP Worldwide Limited, a company incorporated under the laws of the
United Kingdom (the "Investor"), and the shareholders of the Company listed on
Schedule A hereto (which persons and entities are hereinafter collectively
referred to as the "Shareholders" and each individually as a "Shareholder").
RECITALS
WHEREAS, the Investor desires to purchase from the Company, and the Company
desires to sell to the Investor, 22,815,357 of the Company's ordinary shares,
U.S. $.05 par value per share, (the "Shares"), at U.S. $2.1915 per share.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, and intending to be legally bound, the parties agree as
follows:
SECTION 1.
PURCHASE AND SALE OF SHARES.
1.1
SALE OF ORDINARY SHARES.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THE INVESTOR AGREES TO PURCHASE AT THE CLOSING (AS DEFINED
BELOW) AND COMPANY AGREES TO ISSUE AND SELL TO THE INVESTOR AT THE CLOSING (AS
DEFINED BELOW) THE SHARES FOR THE AGGREGATE PURCHASE PRICE OF FIFTY MILLION
UNITED STATES DOLLARS (U.S. $50,000,000) (THE "PURCHASE PRICE").
THE PURCHASE
AND SALE OF THE SHARES SHALL TAKE PLACE AT THE OFFICES OF MORRISON & FOERSTER,
ENTERTAINMENT BUILDING, 30 QUEEN'S ROAD CENTRAL, HONG KONG AT 10:00 A.M., ON
FEBRUARY 1, 2005, OR AT SUCH OTHER TIME AND PLACE AS THE COMPANY AND THE
INVESTOR SHALL MUTUALLY AGREE IN WRITING (THE "CLOSING").
1.2
CLOSING.
FOR PURPOSES OF THIS AGREEMENT, THE DATE OF THE CLOSING
SHALL BE REFERRED TO AS THE "CLOSING DATE".
IN ADDITION TO THE OTHER
DELIVERABLES SPECIFIED HEREIN, AT THE CLOSING, THE COMPANY SHALL DELIVER TO THE
INVESTOR A SHARE CERTIFICATE REGISTERED IN THE NAME OF THE INVESTOR REPRESENTING
THE SHARES BEING PURCHASED BY IT AT THE CLOSING.
AS PAYMENT IN FULL FOR THE
SHARES BEING PURCHASED BY IT UNDER THIS AGREEMENT, AND AGAINST DELIVERY OF THE
SHARE CERTIFICATE OR CERTIFICATES THEREFOR AS AFORESAID, AT THE CLOSING THE
INVESTOR SHALL DELIVER THE PURCHASE PRICE TO THE COMPANY BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH WIRE INSTRUCTIONS PROVIDED BY THE
COMPANY TO THE INVESTOR.
THE COMPANY AND THE INVESTOR EACH AGREE TO USE THEIR
REASONABLE BEST EFFORTS TO SATISFY PROMPTLY THE CONDITIONS TO THEIR RESPECTIVE
OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
1.3
ADDITIONAL SHARES.
IF AT ANY TIME SUBSEQUENT TO THE CLOSING IT
SHALL BE DETERMINED THAT THE COMPANY'S REPRESENTATIONS AND WARRANTIES IN
SECTION 2.5 OF THIS AGREEMENT WERE INCORRECT AS OF THE CLOSING SUCH THAT (I) THE
TOTAL NUMBER OF SHARES HELD BY THE INVESTOR SUBSEQUENT TO THE CLOSING WAS LESS
THAN 40% OF THE FULLY-DILUTED OUTSTANDING SHARES (AS DEFINED BELOW) THEN THE
COMPANY SHALL IMMEDIATELY ISSUE TO THE INVESTOR FOR NO ADDITIONAL CONSIDERATION
THAT NUMBER OF ORDINARY SHARES (AS HEREINAFTER DEFINED) SO THAT