DEPOSIT AGREEMENT by and among NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. as Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY...Deposit Agreement • October 23rd, 2020 • New Oriental Education & Technology Group Inc. • Services-educational services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 200[ ] by and between New Oriental Education & Technology Group Inc., a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , 2006 (the “Effective Date”) by and between New Oriental Education & Technology Group Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
Technology Service Agreement— Book Evaluation and Research System V1.0Technology Service Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, to the development and daily maintenance service of Book Evaluation and Research System V1.0 provided by Party B to Party A and the payments by Party A for using Book Evaluation and Research System V1.0 under this agreement, Parties hereby agree as follows.
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. Common Shares (nominal value US$0.01 per share) International Underwriting AgreementInternational Underwriting Agreement • November 2nd, 2020 • New Oriental Education & Technology Group Inc. • Services-educational services • Hong Kong
ARTICLE I DEFINITIONSSupplemental Agreement to Deposit Agreement • July 27th, 2007 • New Oriental Education & Technology Group Inc. • Services-educational services • New York
Equity Pledge AgreementEquity Pledge Agreement • October 12th, 2012 • New Oriental Education & Technology Group Inc. • Services-educational services
Party A: Beijing Wisdom Career Software Technology Co., Ltd., with its registration address at Room 202, Floor B2, No. 2 Haidian East 3rd Road, Haidian District, Beijing;
Equity Pledge AgreementEquity Pledge Agreement • September 26th, 2014 • New Oriental Education & Technology Group Inc. • Services-educational services
Party A: Shanghai Smart Words Software Technology Company Limited, with its registration address at Room 707-2, No. 200, Huiyuan Road, Jiading Industrial Zone, Shanghai;
Equity Pledge AgreementEquity Pledge Agreement • September 27th, 2017 • New Oriental Education & Technology Group Inc. • Services-educational services
Party A: Beijing Pioneer Technology Company Limited, with its registration address at Room 315, Building B, No. 3, Danling Street, Haidian District, Beijing;
Courses Search Platform System Development Service AgreementCourses Search Platform System Development Service Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, with regard to the development and daily maintenance service of the courses search platform system provided by Party B to Party A and the payments by Party A for using courses search platform system under the Courses Search Platform System Development Service Agreement (the “agreement”), Parties hereby agree as follows.
New Oriental Education & Technology Group Inc. 7,500,000 American Depositary Shares Each Representing 4 Common Shares Par Value US$0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2006 • New Oriental Education & Technology Group Inc. • Services-educational services • New York
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • May 10th, 2021 • New Oriental Education & Technology Group Inc. • Services-educational services • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and between Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the person set forth on Schedule A hereto (the “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CMS Website Content Platform Research and Development Technical Service AgreementTechnical Service Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, to the research and development technical service of CMS Website Content Platform provided by Party B to Party A and the payments made by Party A for using CMS Website Content Platform under this Agreement, Parties hereby agree as follows.
ContractMaster Exclusive Service Agreement • September 24th, 2021 • New Oriental Education & Technology Group Inc. • Services-educational services • Oriental
Exhibit 4.13 Execution Version MASTER EXCLUSIVE SERVICE AGREEMENT “ ”2014 9 19 This Master Exclusive Service Agreement (this “Agreement”) is entered into as of September 19, 2014 by and among the following parties: (1) “ ” “ ”; Beijing Pioneer Technology Co., Ltd. ( ) (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing under the laws of the People’s Republic of China (“PRC”); (2) “ ” Beijing New Oriental Education & Technology (Group) Co., Ltd. ( ) (“New Oriental China”), a domestic company registered in Beijing under the PRC laws; and “ ” “ ” (The WFOE and New Oriental China are hereinafter altogether referred to as the “Parties” and individually, as a “Party.”) RECITALS WHEREAS, Parties intend to utilize their respective expertise and resources to further promote their existing business and expand their market share; and 1 “ ” WHEREAS, the WFOE, together with its affiliates, intends to provide certain services to New Oriental China and its schools and subsidiaries a
Education Call Center Platform Development Service AgreementEducation Call Center Platform Development Service Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, to the development and daily maintenance service of education call center platform system provided by Party B to Party A and the payments by Party A for using new oriental call center platform system under this agreement, Parties hereby agree as follows.
New Enrollment System Development Service AgreementNew Enrollment System Development Service Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, in relation to the development and daily system maintenance services of new enrollment system provided by Party A to Party B and the payments by Party B for using new enrollment system under this Agreement, Parties hereby agree as follows.
Data-Protected Media Distribution System Development Service AgreementService Agreement • October 12th, 2012 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, with regard to the development and daily maintenance service of the data-protected media distribution system provided by Party B to Party A and the payments by Party A for using data-protected media distribution system under this agreement, Parties hereby agree as follows.
Dated July 2, 2020 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. as Issuer and DB TRUSTEES (HONG KONG) LIMITED as Trustee and DEUTSCHE BANK AG, HONG KONG BRANCH as Principal Paying Agent, Registrar and Transfer Agent AGENCY AGREEMENT relating to...Agency Agreement • September 16th, 2020 • New Oriental Education & Technology Group Inc. • Services-educational services
Maximum Amount Guarantee AgreementMaximum Amount Guarantee Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
Party A will voluntarily provide guarantee for all the credit under the Credit Facility Agreement (No.0015203, the “Main Contract”) entered into by and between Beijing Haidian District Private-Funded New Oriental School (the “Debtor”) and Party B.
Land Use Right Mortgage Agreement YANGDI (2002) YAZI NO.095Land Use Right Mortgage Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
In order to strengthen the management of the registration of land use right mortgage, to standardize mortgage registration and to protect both Parties’ interests, pursuant to Urban Real Estate Administration Law, Guaranty Law and Interim Regulation on Sale and Transfer of Urban State-owned Land Use Right, Party A mortgages its land use right to Party B as the security for the loan. With the principles of equality, free will, mutual benefit, fairness and honesty, both Parties agree as follows:
Software Sales AgreementSoftware Sales Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
After friendly consultation conducted on the basis of the principle of fair, good faith, trust, equal cooperation and mutual benefit, and in compliance with the Contract Law of the People’s Republic of China and other relevant laws, the Parties agree as follows on the sale of software products by Party A to Party B:
Website Development and Use AgreementWebsite Development and Use Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, in relation to the website development and daily system maintenance services provided by Party A to Party B and the payments by Party B for using new registration system under this Agreement, Parties hereby agree as follows.
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. SHARE PURCHASE AGREEMENT December 24, 2004Share Purchase Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 24th day of December, 2004, by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), Capital River Group Limited, an International Business Company under the laws of the British Virgin Islands (“Capital River Group” and, together with the Company, the “Sellers”), the investors (severally and not jointly, listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”), Beijing New Oriental Education and Technology (Group) Co., Ltd. (“GroupCo”) and the founders listed on Schedule B hereto (each of which is herein referred to as a “Founder” and collectively as the “Founders”).
Option AgreementOption Agreement • October 12th, 2012 • New Oriental Education & Technology Group Inc. • Services-educational services
Party A: Shanghai Smart Words Software Technology Company Limited, with its registration address at Room 707-2, No. 200, Huiyuan Road, Jiading Industrial Zone, Shanghai;
FIRST REFUSAL AND CO-SALE AGREEMENTFirst Refusal and Co-Sale Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
This FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 24th day of December, 2004 by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the parties listed on Exhibit A (each a “Common Holder” and together the “Common Holders”) and the parties listed on Exhibit B (the “Investors”) who are holders of Preferred Shares of the Company (the “Preferred Shares”).
Proxy Agreement and Power of AttorneyProxy Agreement and Power of Attorney • February 22nd, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
Execution Version Proxy Agreement and Power of Attorney 2012 This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of December 3, 2012 by and among the following parties: (1) Party A: Beijing Pioneer Technology Co., Ltd.) (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China”), under laws of China; (2) Party B: Beijing New Oriental Education & Technology (Group) Co., Ltd. (“New Oriental China”), a domestic company registered in Beijing, China, under the laws of China; and (3) Party C: Beijing Century Friendship Education Investment Co., Ltd.) (the “Shareholder”), a domestic company registered in Beijing, China, under the laws of China. (Party A, Party B and Party C are hereinafter collectively referred to as the “Parties” and individually, as a “Party.”) RECITALS (A) WHEREAS, the Shareholder holds 100% equity interest in New Oriental China; (B)
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 25, 2005Investors’ Rights Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • New York
THIS FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 25th day of May, 2005, by and among New Oriental Education & Technology Group Inc., an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Shares listed on Schedule B hereto, each of which is referred to herein as a “Common Holder” and collectively as the “Common Holders”.
Admission Ability Assessment Platform Research and Development Technical Service AgreementResearch and Development • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
Credit Facility AgreementCredit Facility Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
In accordance with relevant laws and regulations, Party A and Party B agree to enter into this Agreement based on good faith doctrine and principle of equality and voluntariness.
Overseas Study Management System Development Service AgreementOverseas Study Management System Development Service Agreement • October 12th, 2012 • New Oriental Education & Technology Group Inc. • Services-educational services
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, to the development and daily maintenance service of overseas study management system provided by Party B to Party A and the payments by Party A for using overseas study management system under the Overseas Study Management System Development Service Agreement (the agreement), Parties hereby agree as follows.
Exclusive Option AgreementExclusive Option Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc.
In respect of Party A’s purchase of the equity interest of Party C held by Party B, the Parties hereto upon friendly negotiation agree as follows:
Exclusive Option AgreementExclusive Option Agreement • September 27th, 2018 • New Oriental Education & Technology Group Inc. • Services-educational services • Beijing
This Exclusive Option Agreement (hereinafter referred to as this “Agreement”) is entered into by and among the following parties in Beijing on May 10, 2018:
Intelligent Test Paper Reconstruction Platform Research and Development Technical Service AgreementTechnical Service Agreement • September 27th, 2013 • New Oriental Education & Technology Group Inc. • Services-educational services
ContractLoan Agreement • August 22nd, 2006 • New Oriental Education & Technology Group Inc. • Oriental
The Borrower shall read this agreement carefully, especially those clauses with the mark ***, and sign this agreement without misunderstandings.
AMENDMENT NO. 1 TO MASTER EXCLUSIVE SERVICE AGREEMENTMaster Exclusive Service Agreement • September 27th, 2016 • New Oriental Education & Technology Group Inc. • Services-educational services
This Amendment No. 1 to Master Exclusive Service Agreement (the “Amendment”) is entered into as of Jan 28th, 2016 by and between the following parties:
