Investment Due Diligence Assessment 23 December 1999

Disclaimer The investment opportunity described below has not been recommended or approved by XXX & Company, Inc. or any of its subsidiaries. No representation or warranty is made as to the accuracy or completeness of the information contained in this memorandum. Oliver Stratton and Jim Hildebrandt are distributing this memorandum in their individual capacities and not as representatives of XXX & Company, Inc. or any of its subsidiaries. Any investment in AAA.com will not be guaranteed by XXX & Company, Inc. or any of its subsidiaries.

Agenda Executive Summary Detailed Business Assessment US Market Benchmarks China Market Dynamics AAA.com Financials

Executive Summary

Detailed Business Assessment

US Market Benchmarks

China Market Dynamics

AAA.com Financials

Summary Investment Evaluation Attractive online recruitment market space in China with high growth potential Differentiated click-and-mortar business model (online and newspaper) with a 16 month operating history and ~US$1M in 1999 revenue Current #1 or #2 position in 3 key city markets (0.7 RMS in Beijing, 5.5 RMS in Shanghai and 0.3 RMS in Guangzhou) No competitor has locked up exclusive relationships with key portals - maintaining #1 or #2 position appears to be a realistic goal Capable management including head of XXX’s China practice and 3 former XXX consultants Realistic business plan targets (in Private Placement Memorandum) with additional upside if timing of adjacent business roll-out (eBay, Buy.com business models for China) is accelerated (business plan financials are 99% driven by core recruiting business) Exposure to potentially significant sovereign risk given China’s unclear regulations on foreign ownership and operation of internet businesses Expected investment returns based on business plan forecasts and comparable US online recruitment valuation multiples are attractive (base case: 3.8X return on money, 57% IRR), but not blockbuster (high case: 7.9X return on money, 99% IRR) Pros Cons Executive Summary

Attractive online recruitment market space in China with high growth potential

Differentiated click-and-mortar business model (online and newspaper) with a 16 month operating history and ~US$1M in 1999 revenue

Current #1 or #2 position in 3 key city markets (0.7 RMS in Beijing, 5.5 RMS in Shanghai and 0.3 RMS in Guangzhou)

No competitor has locked up exclusive relationships with key portals - maintaining #1 or #2 position appears to be a realistic goal

Capable management including head of XXX’s China practice and 3 former XXX consultants

Realistic business plan targets (in Private Placement Memorandum) with additional upside if timing of adjacent business roll-out (eBay, Buy.com business models for China) is accelerated (business plan financials are 99% driven by core recruiting business)

Exposure to potentially significant sovereign risk given China’s unclear regulations on foreign ownership and operation of internet businesses

Expected investment returns based on business plan forecasts and comparable US online recruitment valuation multiples are attractive (base case: 3.8X return on money, 57% IRR), but not blockbuster (high case: 7.9X return on money, 99% IRR)

Investment Overview Executive Summary Source: OneSource; SG Cowen Securities; Analyst Reports; Company Websites AAA.com is a China-based start-up company established in 1998 focused on the online recruitment market Its key partner team includes 1 XXX partner (Rick Yan) and 3 former XXX consultants AAA.com is seeking to raise US$3M in exchange for a 5% equity stake in the business Underlying China online recruiting market growth and penetration (included in business plan targets) Adjacent e-business opportunities (not included in business plan targets) AAA.com has a click-and-mortar business model for job placements, consisting of a newspaper, Career Post Weekly , launched in Oct 1998 a website, 51job.com , launched in Jan 1999 It is currently one of the leading players in each of the high-end multinational recruitment advertising markets of Beijing, Shanghai and Guangzhou 500,000 readership relationship with 5,000 HR managers resume bank has 50,000 subscribers (highly educated professionals and middle managers: relatively affluent, highly paid customer base) AAA.com is targeting growth through a combination of initiatives: growth of core online recruiting business in existing and new city markets embarking on adjacent e-business opportunities to serve its core affluent customer base (ebay, buy.com business models for China) developing AAA.com into an umbrella brand with a strong portfolio of vertical applications establishing an e-commerce business incubator China-specific legal and regulatory risk Intrinsically low entry barriers Speed in reaching scale Background Strategy and business model Investment upside Key risks

AAA.com is a China-based start-up company established in 1998 focused on the online recruitment market

Its key partner team includes 1 XXX partner (Rick Yan) and 3 former XXX consultants

AAA.com is seeking to raise US$3M in exchange for a 5% equity stake in the business

Underlying China online recruiting market growth and penetration (included in business plan targets)

Adjacent e-business opportunities (not included in business plan targets)

AAA.com has a click-and-mortar business model for job placements, consisting of

a newspaper, Career Post Weekly , launched in Oct 1998

a website, 51job.com , launched in Jan 1999

It is currently one of the leading players in each of the high-end multinational recruitment advertising markets of Beijing, Shanghai and Guangzhou

500,000 readership

relationship with 5,000 HR managers

resume bank has 50,000 subscribers (highly educated professionals and middle managers: relatively affluent, highly paid customer base)

AAA.com is targeting growth through a combination of initiatives:

growth of core online recruiting business in existing and new city markets

embarking on adjacent e-business opportunities to serve its core affluent customer base (ebay, buy.com business models for China)

developing AAA.com into an umbrella brand with a strong portfolio of vertical applications

establishing an e-commerce business incubator

China-specific legal and regulatory risk

Intrinsically low entry barriers

Speed in reaching scale

Opportunity Screen XXX role Business Plan Development Accounting Advisory Board Recruiting Support Creative Seed Funding Temporary Management Technical Fundraising Support Legal Facilities/Space Strategic Partner Introductions Criteria Market potential Business concept Leadership opportunity Team XXX value added XXX learning XXX compensation Company: AAA.com Proposed Terms: To invest US$0.5M in exchange for 0.83% equity stake in company Required resources: Overview See attached Recommendation See attached Current investors: Contact/principals: Rick Yan X X Comments China’s internet growth potential is very high given its current embryonic stage (internet penetration from 4% in 1998 to 16.5% in 2002) In the US, the online recruiting market is one of the most successful B2C business models (US$265M market revenue in 1999) In China, the online recruiting market is in early stages but the underlying potential is high (opportunity to improve currently inefficient recruiting processes/channels) Unique click-and-mortar business model with newspaper and online media Opportunity to leverage employer and job seeker customer base into adjacent business opportunities AAA.com is currently #1 or #2 in Beijing (0.7 RMS), Shanghai (5.5 RMS) and Guangzhou (0.3 RMS) No competitor has locked up exclusive relationships with leading China portals The senior management team has had several years work experience in China with XXX & Company and have worked together for more than 3 years Some potential for XXX case team involvement Relatively low ownership stake (0.83%) yields limited influence on management direction Potential to explore multiple e-business opportunities in China Compared with US and China benchmarks, AAA.com’s pre-money valuation is relatively high Potential to unlock higher valuation multiple long term by spinning off online business in the future However, investment is exposed to considerable China-specific regulatory risk on top of standard operating risk No indication of potential participation in subsequent financing rounds Executive Summary Scoring 4 4 4 4 2.5 2 3.5

China’s internet growth potential is very high given its current embryonic stage (internet penetration from 4% in 1998 to 16.5% in 2002)

In the US, the online recruiting market is one of the most successful B2C business models (US$265M market revenue in 1999)

In China, the online recruiting market is in early stages but the underlying potential is high (opportunity to improve currently inefficient recruiting processes/channels)

Unique click-and-mortar business model with newspaper and online media

Opportunity to leverage employer and job seeker customer base into adjacent business opportunities

AAA.com is currently #1 or #2 in Beijing (0.7 RMS), Shanghai (5.5 RMS) and Guangzhou (0.3 RMS)

No competitor has locked up exclusive relationships with leading China portals

The senior management team has had several years work experience in China with XXX & Company and have worked together for more than 3 years

Some potential for XXX case team involvement

Relatively low ownership stake (0.83%) yields limited influence on management direction

Potential to explore multiple e-business opportunities in China

Compared with US and China benchmarks, AAA.com’s pre-money valuation is relatively high

Potential to unlock higher valuation multiple long term by spinning off online business in the future

However, investment is exposed to considerable China-specific regulatory risk on top of standard operating risk

No indication of potential participation in subsequent financing rounds

Screening Criteria Executive Summary Scoring Description Criteria 1 ------ 2 ------ 3 ------ 4 ----- 5 <$1B Market Multi-billion dollar opportunity Is the idea going after a large market opportunity? Market Potential 1 ------ 2 ------ 3 ------ 4 ------- 5 BAU Reverse auction like innovation Does the concept create substantial customer value and/or eliminate substantial cost? Business Concept 1 ------ 2 ------ 3 ------ 4 ------ 5 Me To Highly proprietary approach; uncharted space Can this company/idea become the market leader? Does it have or could it establish proprietary advantages? Leadership Opportunity 1 ------ 2 ------ 3 ------ 4 ------5 Struggle to hire Team in place Are there high quality team members involved? Are there resources to go make it happen? Team 1 ------ 2 ------ 3 ------ 4 ------ 5 Traditional Consulting Transformational Impact Can XXX shape the destiny of this company? XXX Value Added Will XXX gain valuable experience from this investment? XXX Learning 1 ------ 2 ------ 3 ------ 4 ------ 5 Passive Investment Awesome Learning Opportunity Platform Deal Will XXX be fairly compensated for investments and risks? XXX Compensation 1 ------ 2 ------ 3 ------ 4 ------ 5 NPV = Opportunity Cost Chance to make $25M+

Is the idea going after a large market opportunity?

Market Potential

Does the concept create substantial customer value and/or eliminate substantial cost?

Business Concept

Can this company/idea become the market leader? Does it have or could it establish proprietary advantages?

Leadership Opportunity

Are there high quality team members involved?

Are there resources to go make it happen?

Team

Can XXX shape the destiny of this company?

XXX Value Added

Will XXX gain valuable experience from this investment?

XXX Learning

Will XXX be fairly compensated for investments and risks?

XXX Compensation

Hybrid vs. Pure Online Play Executive Summary The hybrid click-and-mortar business model has several advantages over the pure online plays. Description: Increased certainty of earnings More stable and certain earnings stream from newspaper business dampens the more volatile and uncertain earnings from the online business barriers to entry higher for newspaper business Greater customer penetration Increased access to customers complementary distribution channels joint branding strategy improves customer recall Higher overall profitability Unlike pure online models, the newspaper business is profitable 48% operating margin for Career Post (driven by 5% marketing/sales spend) negative operating margins for AAA.com (driven by 203% marketing/sales spend)

More stable and certain earnings stream from newspaper business dampens the more volatile and uncertain earnings from the online business

barriers to entry higher for newspaper business

Increased access to customers

complementary distribution channels

joint branding strategy improves customer recall

Unlike pure online models, the newspaper business is profitable

48% operating margin for Career Post (driven by 5% marketing/sales spend)

negative operating margins for AAA.com (driven by 203% marketing/sales spend)

Business Plan Targets Total costs: US$4.4M US$7.4M US$11.1M Operating profit: (US$0.2M) US$2.0M US$1.8M Operating margin: (3.8%) 21.7% 13.7% EBITDA: (US$0.3M) US$2.0M US$1.8M Non- recruitment* 51job.com Career Post CAGR (‘00-02) 150% 50% Source: AAA.com Private Placement Memorandum Revenue (US$M) 2000F (XXX Forecast) 2000F (Business Plan) 2001F (XXX Forecast) 2001F (Business Plan) 2002F (XXX Forecast) 2002F (Business Plan) Executive Summary AAA.com’s revenue targets are realistic, based on an evaluation of US benchmark comparables and an assessment of business plan targets -- new adjacent business opportunities are not forecasted to contribute materially to 2000-2002 financials. $4.1M $4.2M $8.8M $9.4M $11.6M $12.8M *Includes all adjacent business opportunities (51buy.com, 51price.com, incubator)

US and China Valuation Benchmarks AAA.com’s overall valuation multiple is roughly in line with US online only recruitment benchmarks, although a standalone 51job.com valuation multiple (more apples to apples) is relatively high. However, AAA.com’s valuation multiple is considerably lower than that of China.com, the only NASDAQ listed China internet benchmark. Executive Summary Note: Price-to-sales multiple for Career Post, 51job.com and AAA.com based on year 2000 projections (price is pre-money valuation); All other price-to-sales multiples based on December 10, 1999 market capitalization and 1999 forecast revenue (Q1-3 actual, Q4 forecast) Source: Company Financials; AAA.com Private Placement Memorandum Online Recruitment Price-to-Sales Multiples Internet Portal Multiple (China vs. US) Price-to- Sales Multiple Price-to- Sales Multiple Market capitalisation: $1,141M $146M $150M Revenue: $16M $7M $14M

Investment Risks Executive Summary China internet regulatory risk Currently, regulations on foreign internet participation in China are unclear officially, up to 49% foreign ownership is allowed but active foreign operating involvement is prohibited unofficially, significant foreign operating involvement is already in place in many e-business ventures Impact of WTO should be positive, but initial MII reactions have not been positive under WTO, up to 49% foreign ownership and active foreign operating involvement is allowed however, Minister Wu of MII has advocated a clampdown of foreign participation without specific details Several ministries aiming to control internet regulations with the Ministry of Information and Industry (MII) emerging as the leading regulator AAA.com partners are comfortable with China risks based on multiple discussions with senior government officials Chinese title law not well developed physical and intellectual property not well protected The investment in AAA.com is not without risks. Standard operating risks Intrinsically low entry barriers Potential entry by internet portals or online newspaper (in classified section) low capital investments required subscriber base already established However, Career Post business has higher entry barriers Speed in reaching scale Trading off short-term profitability for long-term market dominance high customer acquisition cost Ability to lock up alliances with major portals ahead of competitors

Currently, regulations on foreign internet participation in China are unclear

officially, up to 49% foreign ownership is allowed but active foreign operating involvement is prohibited

unofficially, significant foreign operating involvement is already in place in many e-business ventures

Impact of WTO should be positive, but initial MII reactions have not been positive

under WTO, up to 49% foreign ownership and active foreign operating involvement is allowed

however, Minister Wu of MII has advocated a clampdown of foreign participation without specific details

Several ministries aiming to control internet regulations with the Ministry of Information and Industry (MII) emerging as the leading regulator

AAA.com partners are comfortable with China risks based on multiple discussions with senior government officials

Chinese title law not well developed

physical and intellectual property not well protected

Potential entry by internet portals or online newspaper (in classified section)

low capital investments required

subscriber base already established

However, Career Post business has higher entry barriers

Trading off short-term profitability for long-term market dominance

high customer acquisition cost

Ability to lock up alliances with major portals ahead of competitors

Pre and Post-Money Valuation $36M $57M AAA.com 2000 Sales: $4.25M $4.1M $4.1M AAA.com blended Price-to-sales multiple*: 13.4x 9.5x 8.5x 51job.com price-to-sales multiple: 38x 16x 11x Source: AAA.com Private Placement Memorandum; XXX Analysis Note: AAA.com price-to-sales blended multiple based on varying price-to-sales multiples of 51job.com Pre-Money: 8.3% Post Money: 7.7% Pre-Money: 5.3% Post Money: 5.0% $3M investment being raised Executive Summary Pre-Money: 7.5% Post Money: 6.9% *Price-to-sales multiple based on year 2000 projections $40M AAA.com’s valuation is on the high end, driven by the high price-to-sales multiple of its online recruitment business. Post money value added Pre Money Valuation

Potential Returns Low Case: Post-money Valuation US$60M Year 2002 Valuation Revenue US$7.85M from Career Post US$4.82M from 51job.com Price-to-sales multiple 4x for Career Post 20x for 51job.com 3 Year Return 2.2x Assumptions Valuation Return on Money IRR 29% US$130M The expected returns are attractive but not blockbuster. Executive Summary Base Case: US$60M 3.8x 57% US$230M Revenue US$7.85M from Career Post US$4.82M from 51job.com Price-to-sales multiple 6x for Career Post 38x for 51job.com High Case: US$60M 7.9x 99% US$475M Revenue US$7.85M from Career Post US$4.82M from 51job.com US$6M from adjacent e-businesses Price-to-sales multiple 6x for Career Post 38x for 51job.com 38x for adjacent e-businesses

US$60M

Revenue

US$7.85M from Career Post

US$4.82M from 51job.com

Price-to-sales multiple

4x for Career Post

20x for 51job.com

2.2x

29%

US$130M

US$60M

3.8x

57%

US$230M

Revenue

US$7.85M from Career Post

US$4.82M from 51job.com

Price-to-sales multiple

6x for Career Post

38x for 51job.com

US$60M

7.9x

99%

US$475M

Revenue

US$7.85M from Career Post

US$4.82M from 51job.com

US$6M from adjacent e-businesses

Price-to-sales multiple

6x for Career Post

38x for 51job.com

38x for adjacent e-businesses

Agenda Executive Summary Detailed Business Assessment US Market Benchmarks China Market Dynamics AAA.com Financials

Executive Summary

Detailed Business Assessment

US Market Benchmarks

China Market Dynamics

AAA.com Financials

US Internet Penetration and Online Recruitment Forecast (1998-2002F) US Market Benchmarks The US online recruiting market is projected to be US$1B in 2002. Source: IDC; Goldman Sachs Research; Euromonitor; Forrester Research; XXX Estimates Internet Penetration (%) Online Recruiting Spend (US$ M) Online Recruiting Spend CAGR (1998-2002E) 79%

Pricing Models: US Markets Source: Competitor Websites; Industry Analyst Reports; Interbiznet; Forrester Research; XXX Analysis Most of the leading online job search sites in the US offer high margin Job Board services, accounting for the bulk of online recruitment revenues. US Market Benchmarks Description: Estimated market size (1998): Key players: Job Board Recruiters are charged for each job posted on recruiting site/ network US$85M Monster.com CareerBuilders.com Career.com Headhunter.com Dice.com Careermosaic.com Wsj.career.com Subscription Recruiters are charged a flat fee per time period for posting jobs on recruiting site/network US$16M Hotjobs.com Recruitersonline.com Upgrade Recruiters are charged an upgrade premium so that they can increase the exposure of their jobs (listed at the front of any search) US$5M HeadHunter.com *Based on 1998 financials Typical pricing: $20-200 per job per month (average of $100 per job per month) $1,000 per year for unlimited job postings $25-$75 premium per job per month Typical gross margin*: 75% 85% 98% Basic Charges Additional Charges Target pricing model of 51job.com

Recruiters are charged for each job posted on recruiting site/ network

Monster.com

CareerBuilders.com

Career.com

Headhunter.com

Dice.com

Careermosaic.com

Wsj.career.com

Recruiters are charged a flat fee per time period for posting jobs on recruiting site/network

Hotjobs.com

Recruitersonline.com

Recruiters are charged an upgrade premium so that they can increase the exposure of their jobs (listed at the front of any search)

HeadHunter.com

$20-200 per job per month (average of $100 per job per month)

$1,000 per year for unlimited job postings

$25-$75 premium per job per month

US Online Recruitment Examples *As of 10 December 1999 Targeting profitable customers and having a strong market position are key to the success of online recruitment businesses in the US. US Market Benchmarks Target Market: Market position: Hotjobs.com #1 choice for corporate recruiters 100,000 job postings 2,520 clients HeadHunter.com #1 site among individuals in the $75K-$100K annual income bracket #3 player in mass market online recruitment 175,000 job postings 1,104 clients CareerBuilders.com Mass market recruiting #5 player in mass market online recruitment 100,000 job postings 870 clients Gross margin 1999 Revenue/client Sales and marketing spend/revenue 85% US$4,800 88% 98% US$4,800 245% 75% US$13,908 182% Financial Measures (1999): Valuation: (Price-to-sales multiple*) 71x 21x 11x Partnerships: None Provides content to strategic partners such as PeopleWeb Communications and justsell.com Partnership with Microsoft to launch career channel on MSN; agreement with several Lycos Network members Gross margin 1999 Revenue/client Sales and marketing spend/revenue Source: Competitor Websites; Industry Analyst Reports; Company Financials

#1 choice for corporate recruiters

100,000 job postings

2,520 clients

#1 site among individuals in the $75K-$100K annual income bracket

#3 player in mass market online recruitment

175,000 job postings

1,104 clients

Mass market recruiting

#5 player in mass market online recruitment

100,000 job postings

870 clients

Gross margin

1999 Revenue/client

Sales and marketing spend/revenue

Provides content to strategic partners such as PeopleWeb Communications and justsell.com

Partnership with Microsoft to launch career channel on MSN; agreement with several Lycos Network members

Gross margin

1999 Revenue/client

Sales and marketing spend/revenue

Recruitment Business Value Chain For Corporate customer: For Job seeker: Customer acquisition Develop network of corporate customers Build strong relationships with HR managers Build resume database Matchmaking Advertise quality of resume database Advertise quality of corporate customers Tie up with internet portals/newspapers Servicing Expand product and service offering HR website management executive search Expand product and service offering job seeker virtual community career development information services Wallet deepening Customer loyalty programs Adjacent business opportunities Customer loyalty programs Adjacent business opportunities Activities: Relationship management Increasing differentiation and barriers to entry US Market Benchmarks Having access to a resume database and matchmaking job seekers with corporates are only the first steps in the online recruitment business value chain. Benefits: Increased number of job postings Increased number of job postings Increased customer loyalty Increased job seeker churn Increased customer loyalty Increased revenue/ customer Source: Literature Searches AAA.com and key China competitors’ current capabilities

Develop network of corporate customers

Build strong relationships with HR managers

Build resume database

Advertise quality of resume database

Advertise quality of corporate customers

Tie up with internet portals/newspapers

Expand product and service offering

HR website management

executive search

Expand product and service offering

job seeker virtual community

career development information services

Customer loyalty programs

Adjacent business opportunities

Customer loyalty programs

Adjacent business opportunities

Increased number of job postings

Increased number of job postings

Increased customer loyalty

Increased job seeker churn

Increased customer loyalty

Increased revenue/ customer

Key Success Factors Description: Performance measures: Examples: High employer retention High number of repeat customers (employers) using services from year to year Strong relationships with recruiters and job hunters Percentage repeat customers Revenues/customer Hotjobs.com Quality resume database Effectively maintain and leverage high quality job-seeker resume base, providing for the best recruitment results for both employers and job-seekers Number of reputable corporate customers Percentage successful placements Hotjobs.com HeadHunter.com Exclusive partnerships Agreement with portals and/or business sites to be the exclusive provider/advertiser of job search products and services Number of eyeballs Number of job postings CareerBuilders.com Monster.com HeadHunter.com US Market Benchmarks The success of online recruitment has been attributed to three key success factors.

High number of repeat customers (employers) using services from year to year

Strong relationships with recruiters and job hunters

Percentage repeat customers

Revenues/customer

Hotjobs.com

Effectively maintain and leverage high quality job-seeker resume base, providing for the best recruitment results for both employers and job-seekers

Number of reputable corporate customers

Percentage successful placements

Hotjobs.com

HeadHunter.com

Agreement with portals and/or business sites to be the exclusive provider/advertiser of job search products and services

Number of eyeballs

Number of job postings

CareerBuilders.com

Monster.com

HeadHunter.com

Agenda Executive Summary Detailed Business Assessment US Market Benchmarks China Market Dynamics AAA.com Financials

Executive Summary

Detailed Business Assessment

US Market Benchmarks

China Market Dynamics

AAA.com Financials

US and China Internet Penetration and Online Recruiting Forecast (1998-2002F) Source: IDC; Goldman Sachs Research; Euromonitor; Forrester Research; XXX Estimates Internet Penetration (%) Online Recruiting Spend (US$ M) Internet Penetration (%) Online Recruiting Spend (US$ M) Online Recruiting Spend CAGR (1998-2002E) Online Recruiting Spend CAGR (1998-2002E) 79% 104% US Market China Major Cities (Beijing, Shanghai and Guangzhou) China Market Dynamics The China online recruiting market is projected to be US$25M in 2002, a fraction of the US market size. Based on business plan projections, this implies a ~20% market share for 51job.com

Internet User Segmentation Source: CNNIC Report China Market Dynamics AAA.com’s online recruiting business model is targeting the majority of China’s internet users. AAA.com’s target customer segments

Recruitment Website Characteristics Source: Website Search Type Job Agency Website There are 3 types of recruitment websites in China. Characteristics No. of Websites Example HR Website Classified Advertisement Recruitment is main content Privately owned company Mainly managerial, technical jobs Provide job opportunities in big cities Some are related to the head hunters Recruitment is main content Sponsored by government Non-profit organization Low profile job recruitment service Personnel document management service included Focus on regional labor market Internet content provider Recruiting is minor portion of their content Business website, local city website and industry website are included 51job.com Zhaopin.com www.Work-job.Com (Xian Talent Market) job.iii-net.com (Wuxi Talent Market) www.tjrc.com.cn (Northern China Talent Market) 48 58 68 263.net hubeimarket.com.cn China Market Dynamics

Recruitment is main content

Privately owned company

Mainly managerial, technical jobs

Provide job opportunities in big cities

Some are related to the head hunters

Recruitment is main content

Sponsored by government

Non-profit organization

Low profile job recruitment service

Personnel document management service included

Focus on regional labor market

Internet content provider

Recruiting is minor portion of their content

Business website, local city website and industry website are included

51job.com

Zhaopin.com

www.Work-job.Com (Xian Talent Market)

job.iii-net.com (Wuxi Talent Market)

www.tjrc.com.cn (Northern China Talent Market)

263.net

hubeimarket.com.cn

China Online Recruitment Competitor Market Share by Geography (1999) Source: AAA.com Private Placement Memorandum AAA.com is currently the #1 or #2 player in Beijing, Guangzhou and Shanghai. China Market Dynamics

Online Recruitment Competitor Profiles Source: Website Search China-HR.com Zhaopin.com Cjol.com Investor Job Availability* Customer Reaction Position Provided Company Served Business Model Partners e-channel Management Consulting Company Shenzhen CJOL Human Resources Co, LTD Managerial, Technical Staff Managerial, Technical Staff 4518 1313 resumes accepted currently, 34067 accepted resumes accumulated Managerial, Technical Staff Alliance Consulting Ltd. 2830 4522 59687 registered individuals Both foreign companies and local companies, mainly high profile jobs Focus on MNC and Hi-tech companies 228 companies served 6807 companies registered Both local companies and foreign companies Combination headhunting website recruitment service job magazine Combination website recruitment service headhunting e-commerce Combination headhunting website recruitment service job magazine BBS Sohu.com 41 partners including Sohu, Netease,Sina and 263Net 12 partners including Yahoo China, Netease,263Net China Market Dynamics *As of 20 Dec 1999

e-channel Management Consulting Company

Shenzhen CJOL Human Resources Co, LTD

Managerial, Technical Staff

Managerial, Technical Staff

4518

1313 resumes accepted currently, 34067 accepted resumes accumulated

Managerial, Technical Staff

Alliance Consulting Ltd.

2830

4522

59687 registered individuals

Both foreign companies and local companies, mainly high profile jobs

Focus on MNC and Hi-tech companies

228 companies served

6807 companies registered

Both local companies and foreign companies

Combination

headhunting

website recruitment service

job magazine

Combination

website recruitment service

headhunting

e-commerce

Combination

headhunting

website recruitment service

job magazine

BBS

Sohu.com

41 partners including Sohu, Netease,Sina and 263Net

12 partners including Yahoo China, Netease,263Net

Online Recruitment Relationship with Portals AAA.com and its competitors have relationships with several of the most leading portals in China -- however, no competitor has been able to lock up exclusive relationships 51job China-HR: CJOL: Number of Homepages Cooperative Relationships Zhaopin: Note: CNNIC-China National Network Information Center; 9,906 web sites in survey Source: July 1999 CNNIC Survey of 52549 users; XXX Phone Interviews China Market Dynamics Customer Survey of Home Page Usage (N=9,906)

Cooperative Relationship Details Portals Recruitment.com Deal Exclusivity Sohu China-HR.com 51Job.com Zhaopin.com Shares .coms’ recruiter database Provides banner areas Count clicks to .coms Low or no charges to .coms No Netease China-HR.com 51Job.com CJOL.com Shares .coms’ recruiter database Provides banner areas to .coms Highlights significant recruiters Count clicks to .coms Low or no charges to .coms No Yahoo China China-HR.com 51Job.com CJOL.com Zhaopin.com Classified advertisement No Source: XXX Phone Interviews China Market Dynamics No competitor has locked up exclusive portal relationships.

China-HR.com

51Job.com

Zhaopin.com

Shares .coms’ recruiter database

Provides banner areas

Count clicks to .coms

Low or no charges to .coms

No

China-HR.com

51Job.com

CJOL.com

Shares .coms’ recruiter database

Provides banner areas to .coms

Highlights significant recruiters

Count clicks to .coms

Low or no charges to .coms

No

China-HR.com

51Job.com

CJOL.com

Zhaopin.com

Classified advertisement

No

Profile: Key Portals Source: Web Site Search Portals Business Establishment Page View (a day) Recruitment Com. Partnership Recruitment Service Rankings Sina.com Sohu.com 263.com Netease Global Chinese ICP ISP/ ICP ICP Global Chinese ICP December 1998 February 1997 1998 May 1997 2.8 million 2 million 450 K N/A China-hr.com China-hr.com 51job.com Zhaopin.com Science.hr.com China-HR.com Zhaopin.com China Talent.com China-hr.com Cjol.com No No Yes No 1 2 3 5 China Market Dynamics Currently, only one of the major China portals offers its own online recruitment service -- however, the entry barriers are low, and therefore, future participation by the portals is not inconceivable

China-hr.com

51job.com

Zhaopin.com

Science.hr.com

China-HR.com

Zhaopin.com

China Talent.com

China-hr.com

Cjol.com

Agenda Executive Summary Detailed Business Assessment US Market Benchmarks China Market Dynamics AAA.com Financials

Executive Summary

Detailed Business Assessment

US Market Benchmarks

China Market Dynamics

AAA.com Financials

Revenue/Profit Trajectory Comparison AAA.com’s projected revenue for the first three years of growth is realistic compared with US benchmarks. Its expected profitability over the same period is also reasonable given that hybrid customer acquisition costs are lower than that of pure online plays (Career-Post has a lower cost acquisition model). AAA.com Projections (Hybrid business model) Hotjobs.com (Pure online play) CareerBuilders.com (Pure online play) Source: 51job.com Business Plan; Industry Analyst Reports; Company Financials AAA.com Financials No. of Customers: 3,451 5,722 6,906 2,520 870 Revenue/Customers (US$): 1,217 1,643 $1,853 $4,802 $13,908 Gross Margin (%): 63% 72% 72% 97% 85% NA 74% 84% 76% Operating Margin (%): -4% 22% 14% -238% -63% NA -1,748% -386% -172% Marketing/Sales Ratio: 0.45 0.35 0.41 1.08 0.88 NA 9.64 3.35 1.82 CAGR 74% CAGR 316% CAGR 737% ($0.2M) $2.0M $1.8M ($0.6M) ($1.5M) ($13.2M) ($2.5M) ($7.4M) ($12.0M) Revenue COGS Marketing Other Costs Revenue COGS Marketing Other Costs Revenue COGS Marketing Other Costs Revenues/costs Operating profit

AAA.com Revenue Drivers Regional: Beijing 21% Shanghai 38% Guangzhou/Shenzhen 27% North China 3% East China (ex Shanghai) 6% South China (ex GZ/SZ) 5% Non Recruitment Career Post 51job.com # major accounts Revenue/accounts # major accounts General accounts Market share Ad Volume Average price per page Ad revenue per month Search revenue per month # enterprise Customer penetration Average revenue per customer 1,034 (0) 80% (0) 6 (0) 70K RMB (15%) 300K RMB (63%) 200K RMB (79%) 103K RMB (0) 5% (158%) 1K RMB (0) Sellable page views per day (annualized) Sellable ad per page Ad pricing Utilization 150K per day 154.75 m/year 2 50 20% Revenue 38% 61% 1% 99% 1,600 (2%) 80% (8.5%) 16 (9%) 55K RMB (11%) 300K RMB (114%) 200K RMB (79%) 231K RMB (0) 5% (158%) 1K RMB (0) 1,600 (89%) 80% (87%) 16 (89%) 50K RMB (71%) 200K RMB (227%) 150K RMB (486%) 126K RMB (0) 3% (from 0) 1K RMB (0) 2002 Targets (CAGR 00-02) X X X Beijing Shanghai Guangzhou/ Shenzhen AAA.com Financials Key drivers of business plan revenue targets

AAA.com Cost Drivers Direct Indirect Career Post 51job.com Cost 68% 32% Sales tax Marketing Customer Service T&E Officer Salary Other Printing Other Hardware/server Software/ maintenance Production/ data entry 33% 49% 18% 45% 55% 48% 67% 10% 5% 5% 13% Marketing comprises 46% of total operating costs -- this is lower than other pure-online players who do not have the same cost leverage as AAA.com’s hybrid click and mortar business model AAA.com Financials 43% 9%

Financial Targets: XXX Adjustments AAA.com Financials Adjustments Impact on Business Plan Forecast Customer Penetration*: 2000 2001 2002 Beijing 0.75%  0.375% 3%  1.5% 5%  2.5% Shanghai 0.75%  0.375% 3%  1.5% 5%  2.5% Guangzhou/ 0  0 0.75%  0.375% 3%  1.5% Shenzhen 51job.com Sales Forecast (US$M) 2000 2001 2002 Business Plan 0.8 2.8 4.8 XXX Estimate 0.6 2.2 3.6 Implied Market Value/Sales Multiple 37.8X 10.1X 6.1X Implied Multiple 48.7X 13.3X 8.1X (XXX) *Customer penetration defined as number of revenue customers divided by total number of enterprises