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"), Xxxx Xxx, Xxxxxxxx Xxxxx, Xxxxxxx Xxx Xxxx and
Xxxxxx Xxx (collectively, the "FOUNDERS") (DCM and each of the Founders,
collectively, the "ASSIGNORS") and Recruit Co., Ltd., a Japanese corporation
("ASSIGNEE").
WHEREAS, the Assignors and Assignee have entered into a Stock Purchase
Agreement, dated as of April 5, 2006 (the "STOCK PURCHASE AGREEMENT"), pursuant
to which the Assignors agree to sell to Assignee, and Assignee agrees to
purchase from the Assignors, 23,315,231 common shares of the Company held by the
Assignors (the "SHARES") and which provides for the assignment by the Assignors
to the Assignee of registration rights under the Investor Rights Agreement
entered into among the Company and each of the Assignors, dated as of June 5,
2000 (as amended or otherwise modified from time to time, the "INVESTOR RIGHTS
AGREEMENT") attached as Annex A; and
WHEREAS, the Assignor desires to assign to the Assignee, and the Assignee
desires to assume, all of the Assignors' rights and obligations under the
Investor Rights Agreement solely with respect to the Shares.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and with the intent to be legally bound, the parties hereto agree
as follows:
1. Certain Definitions. Capitalized terms used in this Agreement without
definition shall have the respective meanings set forth in the Stock Purchase
Agreement or the Investor Rights Agreement, as the case may be.
2. Assignment and Assumption. In accordance with the terms and conditions
of the Investor Rights Agreement, including Section 2.13 thereof, and solely
with respect to the Shares, the Assignors hereby convey, transfer and assign to
the Assignee and its successors and assigns, and the Assignee hereby assumes
from the Assignors, all of the Assignors' rights, title and interest under the
Investor Rights Agreement, and the Assignee hereby agrees to be bound by the
provisions of, and perform all duties and obligations to be performed by the
Assignors under, the Investor Rights Agreement.
3. Waiver. Solely with respect to the matters contemplated under this
Agreement and the Stock Purchase Agreement, the Company, and each of the
Assignors expressly and irrevocably waive the requirement under Section 2.13 of
the Investor Rights Agreement that any assignee or transferee must acquire at
least 25% of the outstanding Registrable Securities in order to effect a
transfer of the registration rights under the Investor Rights Agreement.
Furthermore, the Company hereby acknowledges and agrees that, as contemplated by
Section 2.13 of the Investor Rights Agreement: (a) the Assignee is reasonably
acceptable to the Company as a transferee; and (b) the Assignee is not a
competitor of the Company, as determined in the Company's reasonable discretion.
4. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement, and their respective
successors and permitted assigns.
5. Waiver; Amendments. None of the provisions of this Agreement may be
waived, changed or altered except in a writing executed by each of the parties
hereto and specifically referencing this Agreement.
6. Severability. Any provision of this Agreement which is invalid, illegal
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.
7. Counterparts. This Agreement may be executed by the parties hereto in
one or more counterparts, each of which when so executed and delivered shall
constitute an original and shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be as effective as delivery of a manually executed counterpart
of this Agreement.
8. Governing Law. This Agreement shall be governed by the laws of the State
of Delaware, without reference to conflicts of laws principles thereof.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by
its duly authorized officer, in each case as of the day and year first above
written.
DOLL TECHNOLOGY INVESTMENT FUND II, L.P.
DCM NETWORK FUND, L.P.
DCM INTERNET FUND, L.P.
DOLL TECHNOLOGY AFFILIATES FUND II, L.P.
By: Doll Technology Investment
Management II, L.L.C., its
General Partner
/s/ Katsujin Xxxxx Xxxx
-------------------------------------
Katsujin Xxxxx Xxxx, Managing Member
DCM III, L.P.
DCM III-A, L.P.
DCM AFFILIATES FUND III, L.P.
By: DCM Investment Management III,
L.L.C., its General Partner
/s/ Katsujin Xxxxx Xxxx
-------------------------------------
Katsujin Xxxxx Xxxx, Managing Member
FOUNDERS
RY Holdings Inc.
/s/ Xxxx Xxx
-------------------------------------
Xxxx Xxx
Title: Sole Director
MF Holdings Inc.
/s/ Xxxxxxx Xxx Xxxx
-------------------------------------
Xxxxxxx Xxx Xxxx
Title: Sole Director
NNL Holdings Inc.
/s/ Xxxxxx Xxx
-------------------------------------
Xxxxxx Xxx
Title: Sole Director
/s/ Xxxxxxxx Xxxxx
-------------------------------------
Xxxxxxxx Xxxxx
51JOB, INC.
/s/ Xxxx Xxx
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Xxxx Xxx
Chief Executive Officer and President
RECRUIT CO., LTD.
/s/ Hiroyuki Honda
----------------------------------------
Hiroyuki Honda
Director and Senior Vice President
