51job, Inc. Sample Contracts

o ] SHARES 51JOB, INC.
51job, Inc. • September 13th, 2004 • Services-employment agencies • New York
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EXHIBIT 10.11 COOPERATION AGREEMENT
Cooperation Agreement • July 7th, 2004 • 51job, Inc.
BUILDING LEASE
51job, Inc. • July 7th, 2004
Deposit Agreement Dated as of [DATE] , 2004
Deposit Agreement • July 9th, 2004 • 51job, Inc. • Services-employment agencies • New York

DEPOSIT AGREEMENT dated as of [DATE] , 2004 (the "Deposit Agreement") among 51JOB, INC. and its successors (the "Company"), JPMORGAN CHASE BANK, as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The parties hereto agree as follows:

EXHIBIT 10.13 CALL OPTION AGREEMENT
Call Option Agreement • July 7th, 2004 • 51job, Inc.
RECITALS
Indemnification Agreement • July 7th, 2004 • 51job, Inc. • Delaware
AGREEMENT AND PLAN OF MERGER between
Agreement and Plan of Merger • June 22nd, 2021 • 51job, Inc. • 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 10.9 EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • July 7th, 2004 • 51job, Inc.
EXHIBIT 10.12 DOMAIN NAME LICENSE AGREEMENT
Domain Name License Agreement • July 7th, 2004 • 51job, Inc.
AMENDED AND RESTATED LIMITED GUARANTEE
Limited Guarantee • March 7th, 2022 • 51job, Inc. • Services-employment agencies • New York

This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 1, 2022 (this “Limited Guarantee”), by DCP Capital Partners II, L.P. (the “Guarantor”), 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.

51JOB, INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of April 9, 2014 3.25% Convertible Senior Notes due 2019
And • April 17th, 2015 • 51job, Inc. • Services-employment agencies • New York

INDENTURE dated as of April 9, 2014 between 51JOB, INC., a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

EQUITY COMMITMENT LETTER June 21, 2021
Merger Agreement • July 6th, 2021 • 51job, Inc. • Services-employment agencies • New York

This letter agreement is being delivered by and sets forth the commitment of Ocean Link Partners II, L.P. (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 the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), between 51job, Inc. (the “Company”) and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently with the delivery of this letter agreement, RY Holdings Inc., RY Elevate Inc., 51 Elevate Limited and DCP Capital Partners II, L.P. (each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreemen

AMENDED AND RESTATED EQUITY COMMITMENT LETTER March 1, 2022
51job, Inc. • March 7th, 2022 • 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 Ocean Link Partners II, L.P. (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, Merge

LIMITED GUARANTEE
Limited Guarantee • July 6th, 2021 • 51job, Inc. • Services-employment agencies • New York

LIMITED GUARANTEE, dated as of June 21, 2021 (this “Limited Guarantee”), by Ocean Link Partners II, L.P. (the “Guarantor”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”). 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.

Equity Pledge Agreement
Equity Pledge Agreement • March 30th, 2018 • 51job, Inc. • Services-employment agencies

This Equity Pledge Agreement (hereinafter “Agreement”) has been executed by and among the following parties on September 4, 2017 in Beijing, the People’s Republic of China (hereinafter “PRC”):

EXHIBIT 10.7 TECHNICAL AND CONSULTING SERVICE AGREEMENT
Technical and Consulting Service Agreement • July 7th, 2004 • 51job, Inc.
RESTRICTED DEPOSIT AGREEMENT AMONG 51JOB, INC. AND JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS WORLDWIDE SECURITIES SERVICES jpmorgan.com
Deposit Agreement • April 2nd, 2014 • 51job, Inc. • Services-employment agencies • New York

DEPOSIT AGREEMENT dated as of , 2014 (the “Deposit Agreement”) among 51JOB, INC. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of Regulation S American depositary receipts (“Regulation S ADRs”) evidencing Regulation S American depositary shares (“Regulation S ADSs”) and Rule 144A American depositary receipts (“Rule 144A ADRs” and, together with the Regulation S ADRs, the “ADRs”) evidencing Rule 144A American depositary shares (“Rule 144A ADSs” and, together with the Regulation S ADSs, the “ADSs” ), in each case representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties

Domain Name License Agreement between 51net.com Inc. and Shanghai Run An Lian Information Consultancy Company Limited May 3, 2006
Domain Name License Agreement • June 28th, 2007 • 51job, Inc. • Services-employment agencies

51net.com Inc., a company organized under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands (“Licensor”), and

Supplement Agreement II to Call Option Agreement
Option Agreement • April 12th, 2013 • 51job, Inc. • Services-employment agencies

Beijing Qian Cheng Si Jin Advertising Company Limited (“Party A”) and 51net.com Inc. (“Party B”) made and entered into the Call Option Agreement on August 1, 2002, and the Supplement Agreement and Amended Agreement on May 3, 2004 (hereinafter referred to collectively as the “Agreement”). Party A and Party B hereto agree to enter into this agreement as a supplement to the above three agreement (“Supplement Agreement II”). Party A and Party B on August 1, 2012 agree to the terms as follows:

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CONSENT LETTER
Support Agreement • March 7th, 2022 • 51job, Inc. • Services-employment agencies

Reference is made to that certain Support Agreement entered into by and among the Parties, dated as of June 21, 2021 (the “Support Agreement”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement.

Supplementary Agreement III to the Domain Name License Agreement
Supplementary Agreement • March 29th, 2019 • 51job, Inc. • Services-employment agencies

This Supplementary Agreement is made and entered into by and between the following two parties in Shanghai, China on August 14, 2018:

SUPPLEMENTAL AGREEMENT
Supplemental Agreement • June 28th, 2007 • 51job, Inc. • Services-employment agencies

Based on the Cooperation Agreement (“Shanghai Run An Lian Information Consultancy Company Limited and Qianjin Network Information Technology (Shanghai) Company Limited Cooperation Agreement”) made and entered into by Party A and Party B on May 3, 2004, due to business development needs, Party A and Party B enter into the following supplemental provisions:

Supplementary Agreement to the Loan Agreement
Loan Agreement • March 30th, 2018 • 51job, Inc. • Services-employment agencies

This Supplementary Agreement to the Loan Agreement (hereinafter referred to as “Supplementary Agreement”) is made and entered into as of September 4, 2017 by and between the following parties:

Share Transfer Agreement
Share Transfer Agreement • June 27th, 2008 • 51job, Inc. • Services-employment agencies

Transferee (“Party C”): Beijing Run An Information Consultancy Co., Ltd. Address: Room 704, Building B, Global Trade Center, No. 36 North Third Circle Road (E), Dong Cheng District, Beijing

Investment Capital Transfer Agreement by the Shareholders of Beijing Run An Information Consultancy Company Limited
51job, Inc. • June 27th, 2008 • Services-employment agencies

Party A and Party B have both provided investment capital for Beijing Run An Information Consultancy Company Limited. The registered capital is RMB6,000,000, of which Party A has contributed RMB800,000 and Party B has contributed RMB5,200,000. Through negotiations and in accordance with the company’s articles of incorporation and the Corporation Law of China, the three Parties now agree that Party A and Party B transfer RMB3,000,000 of the investment capital to Party C under the terms of this Agreement below.

Share Transfer Agreement
Share Transfer Agreement • June 27th, 2008 • 51job, Inc. • Services-employment agencies

According to the articles of incorporation of Beijing Qian Cheng Si Jin Advertising Company Limited and Party A’s request, Party A and Party B each agree to sign this Share Transfer Agreement on November 12, 2007, in Room 704 of Global Trade Center Building B, located on No. 36 North Third Circle Road (E), Dong Cheng District, Beijing.

Exclusive Purchase Option Agreement
Exclusive Purchase Option Agreement • March 28th, 2014 • 51job, Inc. • Services-employment agencies

This Exclusive Purchase Option Agreement (hereinafter “Agreement”), dated January 27, 2014, is entered into in Beijing, People’s Republic of China (hereinafter “PRC”) by and among:

Supplement Agreement to Technical and Consulting Service Agreement
Supplement Agreement to Technical and Consulting Service Agreement • March 28th, 2014 • 51job, Inc. • Services-employment agencies

Party A: Beijing Qian Cheng Si Jin Advertising Co., Ltd., a limited liability company legally established and validly existing under the laws of the People’s Republic of China with registered address at the Yu Jia Wu Hui Zhu Xiang People Government Office, Tongzhou District, Beijing, People’s Republic of China.

Domain Name License Agreement between 51net.com Inc. and Shanghai Run An Lian Information Consultancy Company Limited May 3, 2008
Domain Name License Agreement • April 29th, 2009 • 51job, Inc. • Services-employment agencies

51net.com Inc., a company organized under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands (“Licensor”), and

Share Transfer Agreement
Share Transfer Agreement • April 16th, 2010 • 51job, Inc. • Services-employment agencies

According to the shareholder meeting, Shanghai Qianjin Advertising Company Limited (“Transferor”) and Beijing Qian Cheng Si Jin Advertising Company Limited (“Transferee”) agree to transfer the equity interest in Wuhan Mei Hao Qian Cheng Advertising Company Limited (“Company”) as follows:

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