PAYMENT OF THE CAPITAL INCREASE AMOUNT AND EQUITY TRANSFER PRICE. Noah and the Original Shareholders agree that they will, simultaneously with the execution of this Agreement, enter into the Equity Transfer and Capital Increase Agreement (the “Equity Transfer and Capital Increase Agreement”), the content of which is the same as set forth in Exhibit 1 — Documents Submitted by Yuanbo Education for Approval attached hereto, in respect of the Equity Transfer and Capital Increase hereunder pursuant to this Agreement, the Equity Joint Venture Contract of Yuanbo Education (“Yuanbo Education’s EJV Contract”), as well as the Articles of Association of Yuanbo Education (“Yuanbo Education’s Articles”), and subject to the satisfaction or waiver by Noah of all conditions precedent for the Equity Transfer and Capital Increase as stipulated in Article 3 hereof, the completion of the Equity Transfer and Capital Increase hereunder shall take place in Shanghai on the third business day from the date on which all conditions precedent are satisfied or waived by Noah (the “Completion Date for the Equity Transfer and Capital Increase”, which will be scheduled on July 1, 2011, subject to the actual date of completion). If the Equity Transfer and Capital Increase are required by the local department in charge of industrial and commercial administration to be dealt with separately, the parties shall proactively coordinate with each other pursuant to this Agreement to proceed the Equity Transfer first and then the Capital Increase.
PAYMENT OF THE CAPITAL INCREASE AMOUNT AND EQUITY TRANSFER PRICE. 2.1 The Designated Party, Noah and Wentai Education agree that they will, simultaneously with the execution of this Agreement, enter into the Equity Transfer and Capital Increase Agreement (the “Equity Transfer and Capital Increase Agreement”), the content of which is the same as set forth in Exhibit 1 — Documents Submitted by Wentai Education for Approval attached hereto, in respect of the Equity Transfer and Capital Increase hereunder pursuant to this Agreement, as well as the Articles of Association of Wentai Education (“Wentai Education’s Articles”), and subject to the satisfaction or waiver by Noah of all conditions precedent for the Equity Transfer and Capital Increase as stipulated in Article 3 hereof, the completion of the Equity Transfer and Capital Increase hereunder shall take place in Shenzhen on the third business day from the date on which all conditions precedent are satisfied or waived by Noah (the “Completion Date for the Equity Transfer and Capital Increase”, which will be scheduled on June 1, 2010, subject to the actual date of completion). If the Equity Transfer and Capital Increase are required by the local department in charge of industrial and commercial administration to be dealt with separately, the parties shall proactively coordinate with each other pursuant to this Agreement to proceed the Equity Transfer first and then the Capital Increase. The Designated Party, Noah and Wentai Education will entrust a personnel jointly authorized by the parties to bring along with him/her the Documents Submitted by Wentai Education for Approval as mentioned in Exhibit 1 hereto, as well as any other necessary documents submitted for approval to complete all formalities in relation to approval and filing registration that are necessary for the Capital Increase and Equity Transfer with the competent department in charge of industrial and commercial administration on the Completion Date for the Equity Transfer and Capital Increase. The parties hereto agree that they will make their best effort, including without limitation, the execution of all necessary legal documents as required by the department in charge of industrial and commercial administration from time to time, to cause the formalities in relation to approval and filing registration that are necessary for the Equity Transfer and Capital Increase to be completed as soon as possible.
