Exhibit 99.1
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT is made as of August 31, 2006 (this
"AGREEMENT") between Xxxx Xxx ("TRANSFEROR") and RY Holdings Inc., a limited
liability company organized and existing under laws of the British Virgin
Islands (the "TRANSFEREE").
WHEREAS, the Transferor is the owner of 565,600 common shares, of par value
US$0.0001 per share (the "SHARES"), in the capital of 51job, Inc., a company
organized and existing under the laws of the Cayman Islands (together with its
successors and assigns, the "COMPANY");
WHEREAS, the Transferor wishes to transfer to the Transferee and the
Transferee wishes to receive from the Transferor the Shares in accordance with
the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, and intending to be legally bound hereby, the parties hereby
agree as follows:
1. PURCHASE OF THE SHARES. (a) Subject to satisfaction of the conditions
set forth in Section 2 hereof, effective upon the date hereof, the Transferor
shall transfer, at a consideration of US$4,185,440 (at US$7.4 per common share,
equivalent to US$14.8 per ADS, the closing price of JOBS on the NASDAQ market on
August 30, 2006), the Shares to the Transferee.
(b) The exchange of executed documentation with respect to the transfer of
the Shares in accordance with Section 1(a) above shall take place at the offices
of the Company in Shanghai or at such other place as may be mutually agreeable
to the Transferee and the Transferor (the "CLOSING").
(c) At the Closing, the Transferor shall deliver to the Transferee a duly
executed share transfer form, in form and substance conforming to Exhibit A
hereto, evidencing the transfer of the Shares.
(d) The Closing should take place on August 31, 2006. The parties agreed
that Transferee shall wire the consideration of US$4,185,440 to the Transferor,
or upon the Transferor's request, to the Transferor's employer as an escrow
agent, or directly to a charity foundation designated by the Transferor, on or
before September 30, 2006.
(e) Subject to the terms and conditions of this Agreement, each of the
parties hereto shall use all reasonable efforts to take or cause to be taken all
appropriate action, do or cause to be done all things necessary, proper or
advisable, and execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and consummate and make
effective the transactions contemplated by this Agreement.
2. REPRESENTATIONS AND WARRANTIES. The Transferor hereby represents and
warrants to the Transferee that, as of the date of this Agreement and the
Closing:
(a) The Transferor is a natural person residing in the People's Republic of
China with power to own his assets and to conduct his business in the manner
presently conducted.
(b) This Agreement has been duly authorized, executed and delivered by the
Transferor and constitutes valid and legally binding obligations of the
Transferor.
(c) The Transferor has requisite power and authority to execute, deliver
and perform this Agreement and transactions contemplated by this Agreement.
(d) The Shares, when delivered pursuant to this Agreement, will have been
duly and validly issued, fully-paid and non-assessable.
3. NOTICES. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and shall be deemed to
have been duly given or made upon receipt) by delivery in person, by courier
service, by cable, by telecopy, by telegram, by telex or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 4):
(a) if to the Transferee:
RY Holdings Inc.
x/x 00xxx, Xxxxx 0000, Xxx Xxxxxx
00 Xxxxx'x Xxxx Xxxxxxx, Xxxx Xxxx
E-mail: xxxx@00xxx.xxx
Fax: +86-21-6879 6233
(b) if to the Transferor:
Xxxx Xxx
0X Xxxx, Xx. 0, Xxxxxx Xxxxxx
Guang Nei Da Jie, Xxxx Xx District
Beijing, P.R. China
E-mail: xxx@00xxx.xxx
4. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the Cayman Islands.
5. AMENDMENT. This Agreement may not be amended or modified except by an
instrument in writing signed by, or on behalf of, the Transferee and the
Transferor.
6. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic and legal substance of the transactions contemplated by
this Agreement is not affected in any manner materially adverse to either party.
Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as originally
contemplated to the fullest extent possible.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, between Transferee and
the Transferor with respect to the subject matter hereof.
8. HEADINGS. The descriptive headings contained in this Agreement are
included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which when taken together shall constitute one and the same agreement.
10. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or equity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective representatives
thereunto duly authorized.
XXXX XXX
/s/ Xxxx Xxx
----------------------------------------
RY HOLDINGS INC.
By /s/ Xxxx Xxx
-------------------------------------
Name: Xxxx Xxx
Title: Sole Director
Exhibit A
SHARE TRANSFER FORM
SHARES IN
51JOB, INC.
The undersigned, Xxxx Xxx of 4F East, No. 6, Denlai Hutong, Guang Nei Da Jie,
Xxxx Xx District, Beijing, P.R. China, hereby transfers, at a consideration of
US$4,185,440, 565,600 common shares, of par value $0.0001 per share, in the
capital of 51job, Inc. to RY Holdings Inc. of P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands.
Dated this 31st day of August 2006.
In the presence of:
------------------------------------- ----------------------------------------
Xxxx Xxx Witness
In the presence of:
------------------------------------- ----------------------------------------
RY Holdings Inc. Witness
