Exhibit 99.1 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT is made as of August 31, 2006 (this "AGREEMENT") between Wang Tao ("TRANSFEROR") and RY Holdings Inc., a limited liability company organized and existing under laws of the British...Share Purchase Agreement • September 15th, 2006 • Yan Rick • Services-employment agencies
EXHIBIT 99.2 STOCK PURCHASE AGREEMENT Stock Purchase Agreement (this "AGREEMENT"), dated as of April 5, 2006, by and among the parties listed in Schedule 1.1 (collectively, "SELLERS," and each individually a "SELLER") and RECRUIT CO., LTD., a Japanese...Stock Purchase Agreement • September 15th, 2006 • Yan Rick • Services-employment agencies • New York
AGREEMENT AND PLAN OF MERGER betweenMerger Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 21, 2021 (this “Agreement”), between Garnet Faith Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Merger Sub”), and 51job, Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
EXHIBIT 99.5 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made as of June 5, 2000, among 51job, Inc. (fka 51net.com Cayman Islands Inc.), a Cayman Islands corporation (the "Company"), each of the investors that...Investor Rights Agreement • September 15th, 2006 • Yan Rick • Services-employment agencies • Delaware
AMENDED AND RESTATED EQUITY COMMITMENT LETTER March 1, 2022Equity Commitment Letter • March 2nd, 2022 • Yan Rick • Services-employment agencies • New York
This Amended and Restated Equity Commitment Letter (this “letter agreement”), which amends and restates in its entirety that certain Equity Commitment Letter (the “Initial Equity Commitment Letter”), dated as of June 21, 2021, from 51 Elevate Limited (the “Sponsor”), is being delivered by and sets forth the commitment of the Sponsor, on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date of this letter agreement, the “Merger Agreement”), between 51job, Inc. (the “Company”) and Merger Sub, Merger Sub will
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • March 2nd, 2022 • Yan Rick • Services-employment agencies • New York
This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 1, 2022 (this “Limited Guarantee”), by RY Holdings Inc. and RY Elevate Inc. (each a “Guarantor”, collectively, the “Guarantors”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”), amends and restates in its entirety that certain Limited Guarantee dated as of June 21, 2021, by the Guarantor in favor of the Guaranteed Party (the “Initial Limited Guarantee”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED EQUITY COMMITMENT LETTER March 1, 2022Equity Commitment Letter • March 2nd, 2022 • Yan Rick • Services-employment agencies • New York
This Amended and Restated Equity Commitment Letter (this “letter agreement”) , which amends and restates in its entirety that certain Equity Commitment Letter (the “Initial Equity Commitment Letter”), dated as of June 21, 2021, from RY Holdings Inc. and RY Elevate Inc. (each a “Sponsor”, collectively, the “Sponsors”), is being delivered by and sets forth the commitment of the Sponsors, on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date of this letter agreement, the “Merger Agreement”), between 51job,
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York
WHEREAS, the Founder, DCP Services Limited (an affiliate of DCP), and Ocean Link Partners Limited (an affiliate of Ocean Link) entered into that certain consortium letter dated May 4, 2021 (the “Consortium Letter”), pursuant to which the parties thereto proposed to undertake an acquisition transaction with respect to 51job, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), and the parties thereto have agreed to terminate the Consortium Letter as of the date hereof;
SUPPORT AGREEMENTSupport Agreement • June 22nd, 2021 • Yan Rick • Services-employment agencies • New York
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 2nd, 2022 • Yan Rick • Services-employment agencies
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 1, 2022 by and between Garnet Faith Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Merger Sub”), and 51job, Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”).
EXHIBIT 99.3 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made and executed as of April 18, 2006 (this "AGREEMENT"), among 51job, Inc., a Cayman corporation, (the "COMPANY"), DCM-Doll Capital Management ("DCM"), Rick Yan, Kathleen Chien, Michael...Assignment Agreement • September 15th, 2006 • Yan Rick • Services-employment agencies • Delaware
AMENDMENT NO. 1 TO SUPPORT AGREEMENTSupport Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies
WHEREAS, Section 7.5 of the Agreement provides that, at any time prior to the Expiration Time, any provision of the Agreement may be amended if, and only if, such amendment is in writing and signed by each of the Continuing Shareholder, Merger Sub and the Purchasing Shareholders, provided that none of Section 7.5 and the other provisions of the Agreement with respect to which the Company is made a third-party beneficiary shall be amended without the Company’s prior written consent;
AMENDMENT AGREEMENT dated 1 March 2022 BETWEEN GARNET FAITH LIMITED as Company and CHINA MERCHANTS BANK CO., LTD. SHANGHAI BRANCH (招商银行股份有限公司上海分行) and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. SHANGHAI BRANCH (上海浦东发展银行股份有限公司上海分行) as Arrangers and...Amendment Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies • Hong Kong
CONSORTIUM LETTERConsortium Letter • May 4th, 2021 • Yan Rick • Services-employment agencies • Hong Kong
This CONSORTIUM LETTER, dated as of May 4, 2021 (this “Letter”), is made by and among Mr. Rick Yan (the “Founder”), DCP Services Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “DCP”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”) (the Founder, DCP and Ocean Link, collectively, the “Initial Consortium Members”, and DCP and Ocean Link, collectively, the “Sponsors”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 7.1 hereof.
AMENDMENT AGREEMENTAmendment Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies • Hong Kong
AMENDMENT NO. 1 TO INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 2nd, 2022 • Yan Rick • Services-employment agencies
WHEREAS, Section 3.2 of the Agreement provides that the Agreement may be amended by an instrument in writing signed by each Investor.
