CHINAEDU CORPORATION AND THE BANK OF NEW YORK as Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of December 10, 2007Deposit Agreement • December 14th, 2007 • ChinaEdu CORP • Services-educational services • New York
DEPOSIT AGREEMENT dated as of December 10, 2007, among CHINAEDU CORPORATION, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2007 • ChinaEdu CORP
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 200 (the “Effective Date”) by and between ChinaEdu Corporation, a Cayman Islands corporation (the “Company”), and (the “Indemnitee”).
LOAN AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.
ChinaEdu CorporationDeposit Agreement • December 14th, 2007 • ChinaEdu CORP • Services-educational services
Re: Deposit Agreement (the “Deposit Agreement”) substantially in the form of that filed as an exhibit to the Form F-6/A Registration Statement filed with the Securities and Exchange Commission on [Ÿ], by and among ChinaEdu Corporation, The Bank of New York, as Depositary, and the owners and holders of American Depositary Receipts.
RIGHTS AGREEMENT CHINAEDU CORPORATION and The Bank of New York Mellon, as Rights Agent Dated as of September 17, 2013Rights Agreement • September 18th, 2013 • ChinaEdu CORP • Services-educational services • New York
Rights Agreement, dated as of September 17, 2013 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between ChinaEdu Corporation, a Cayman Islands exempted company (the “Company”), and The Bank of New York Mellon, a New York banking corporation (the “Rights Agent”).
EQUITY PLEDGE AGREEMENT OF BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD. AMONG WANG GONGQUAN YANG XUESHAN AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. July 12, 2005Equity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
This EQUITY PLEDGE AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of July 12, 2005 by and among the following Parties:
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2007 • ChinaEdu CORP • New York
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 9, 2007, by and among CHINAEDU Corporation, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), and the individuals and entities listed on the signature pages hereto. All terms not defined herein shall have the meaning given to them in the Securities Purchase Agreement (as defined below).
SHAREHOLDER’S VOTING RIGHTS ENTRUSTMENT AGREEMENT ON BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD AMONG HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. AND BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. XIE CHANGQING YANG XUESHAN JULY 12, 2005Shareholder Voting Rights Entrustment Agreement • November 26th, 2007 • ChinaEdu CORP
(Xie Changqing and Yang Xueshan hereinafter each referred to as a “SHAREHOLDER” individually, and collectively, the “SHAREHOLDERS”.)
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
Hongcheng Technology Development Co., Ltd. and Yang Xueshan entered into this Supplementary Agreement as of August 30, 2006 in accordance with Section 9.3 of the Loan Agreement entered into by the Parties as of July 12, 2005 after friendly negotiation; the Parties agree to make the following amendments to the Loan Agreement:
SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Party A is an institution engaging in the online education with and without record of formal degree authorized by the State, in order to further improve its online education level and provide the students with a better online education environment, Party A intends to greatly enhance the hardware and software construction of its education platform, and wants to further improve the quality of its online education by incorporating the management skills of modern enterprises;
SUPPLEMENTARY AGREEMENT TO THE EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
ChinaEDU Corporation and Yang Xueshan entered into this Supplementary Agreement as of July 18, 2007 in accordance with Section 10.3 of the Amended and Renewed Loan Agreement entered into by the Parties in June 2005 after friendly negotiation, the Parties agree to make the following amendments to the Amended and Renewed Loan Agreement:
Hongcheng Technology Development Co., Ltd Licensing Agreement Signed at: DalianLicensing Agreement • November 26th, 2007 • ChinaEdu CORP
The following agreement on the licensed right to use the relevant technological product provided by Party B to Party A was entered into by the two parties upon friendly negotiation on the basis of reciprocity and mutual benefit:
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
ChinaEDU Corporation and Xie Changqing entered into this Supplementary Agreement as of July 18, 2007 in accordance with Section 10.3 of the Loan Agreement entered into by the Parties as of July 15, 2005 after friendly negotiation, the Parties agree to make the following amendments to the Loan Agreement:
EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENTExclusive Technical Consulting and Services Agreement • November 26th, 2007 • ChinaEdu CORP
This Exclusive Technical Consulting and Services Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”) as of July 18, 2007, by and between the following two parties (the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2007 • ChinaEdu CORP • Delaware
THE EMPLOYMENT AGREEMENT (the “Agreement”) made as of , between CHINAEDU Corporation, a company organized under the laws of the Cayman Islands (the “Company”), and , an individual (the “Employee,” or “Mr. ”).
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
Hongcheng Technology Development Co., Ltd. and Wang Gongquan entered into this Supplementary Agreement as of August 30, 2006 in accordance with Section 9.3 of the Loan Agreement entered into by the Parties as of July 12, 2005 after friendly negotiation; the Parties agree to make the following amendments to the Loan Agreement:
COOPERATION AGREEMENTCooperation Agreement • November 26th, 2007 • ChinaEdu CORP
After friendly negotiation, Zhong Nongda Networks Development Co., Ltd. (“Party A”) and China Agricultural University (“Party B”) reached consensus on the research concerning the present conditions and policies of the development of the agricultural technology park entrusted by Party A to Party B and entered into the following agreement.
CALL OPTION AGREEMENT OF BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. AMONG XIE CHANGQING YANG XUESHAN AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. July 12, 2005Call Option Agreement • November 26th, 2007 • ChinaEdu CORP
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of July 12, 2005 by and among the following Parties:
AGREEMENT AND PLAN OF MERGER among CHINAEDU HOLDINGS LIMITED, CHINAEDU MERGER SUB LIMITED, and CHINAEDU CORPORATION Dated December 31, 2013Merger Agreement • December 31st, 2013 • ChinaEdu CORP • Services-educational services • New York
AGREEMENT AND PLAN OF MERGER, dated December 31, 2013 (this “Agreement”), among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdings”), CHINAEDU MERGER SUB LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Holdings (“Merger Sub”), and CHINAEDU CORPORATION, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Party B: Dalian Dongcai Technology Development Co., Ltd., a limited-liability company duly organized and legally existing in accordance with the laws of the People’s Republic of China
CALL OPTION AGREEMENT OF BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD. AMONG WANG GONGQUAN YANG XUESHAN AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. July 12, 2005Call Option Agreement • November 26th, 2007 • ChinaEdu CORP
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of July 12, 2005 by and among the following Parties:
SUPPLEMENTARY AGREEMENTSupplementary Agreement • November 26th, 2007 • ChinaEdu CORP
ChinaEDU Corporation and Xie Changqing entered into this Supplementary Agreement as of July 18, 2007 in accordance with Section 10.3 of the Amended and Renewed Loan Agreement entered into by the Parties as of July 12, 2005 after friendly negotiation, the Parties agree to make the following amendments to the Amended and Renewed Loan Agreement:
COLLABORATIVE ALLIANCE CONTRACT BETWEEN RENDA CENTURY TECHNOLOGY DEVELOPMENT CO., LTD. AND MODERN DISTANCE EDUCATION COMPANY LIMITED ContentsCollaborative Alliance Contract • November 26th, 2007 • ChinaEdu CORP
SHAREHOLDER’S VOTING RIGHTS ENTRUSTMENT AGREEMENT ON BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD AMONG HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD AND BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD WANG GONGQUAN YANG XUESHAN JULY 12, 2005Shareholder Voting Rights Entrustment Agreement • November 26th, 2007 • ChinaEdu CORP
(Wang Gongquan and Yang Xueshan hereinafter each referred to as a “SHAREHOLDER” individually, and collectively, the “SHAREHOLDERS”.)
20,460,000 Ordinary Shares in the Form of American Depositary Shares CHINAEDU CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2007 • ChinaEdu CORP • Services-educational services • New York
The Selling Shareholder desires to sell a certain number of Ordinary Shares in the form of ADSs and to include such shares among the shares covered by the Registration Statement. Unless otherwise defined in this Agreement or the context otherwise requires, all capitalized terms used herein shall have the meanings given to such terms in the Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, the Selling Shareholders and the representative (the “Representative”) of the several Underwriters.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 26th, 2007 • ChinaEdu CORP
Whereas Party A and Party B signed the Service Agreement and its appendixes as of March 31, 2003, and Party C and Party D signed the Joint Venture Contract as of October 22, 2002, the parties reach the following understanding in accordance with the principles of the aforementioned agreements:
20,460,000 Ordinary Shares in the Form of American Depositary Shares CHINAEDU CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2007 • ChinaEdu CORP • Services-educational services • New York
The Selling Shareholder desires to sell a certain number of Ordinary Shares in the form of ADSs and to include such shares among the shares covered by the Registration Statement. Unless otherwise defined in this Agreement or the context otherwise requires, all capitalized terms used herein shall have the meanings given to such terms in the Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, the Selling Shareholders and the representative (the “Representative”) of the several Underwriters.
MEMORANDUM OF UNDERSTANDING ON ALTERATION TO AMOUNT IN SERVICE AGREEMENTMemorandum of Understanding • November 26th, 2007 • ChinaEdu CORP
Both parties agreed in Item 1, Article 2 of the Service Agreement signed on March 31, 2003 that the principles for the payment of the service fees are that “the revenue of Party A shall firstly be used to cover such expenditures as the administration fee submitted by Party A to Renmin University of China, the teaching expenses of Party A and the management to be paid to out-school service stations, conditioning on ensuring the balance of revenue and expenditure of Party A, the main revenue of Party A shall be mainly used for the technological development and construction of the online education.”
MEMORANDUM OF SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Both parties entered into the Service Agreement signed as of April 28, 2005, they now entered into the following memorandum concerning the issues not covered in the Service Agreement:
CALL OPTION AGREEMENT OF BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. BETWEEN XIE CHANGQING AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. December 20, 2005Call Option Agreement • November 26th, 2007 • ChinaEdu CORP
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of December 20, 2005 by and between the following Parties:
ChinaEdu Corporation (the “Company”)Proxy Agreement • August 24th, 2012 • ChinaEdu CORP • Services-educational services
as proxy to vote on behalf at the annual general meeting of the Company (, and at any adjournment thereof) to be held on Tuesday, September 18, 2012, at 10:00 a.m. Beijing time, at 4th Floor-A, GeHua Building, No.1 QinglongHutong, Dongcheng District, Beijing, People’s Republic of China 100007 to vote in respect of the resolutions as set out below and otherwise as my proxy sees fit:
SUPPLEMENTARY AGREEMENT TO THE EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
EQUITY PLEDGE AGREEMENT OF BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. BETWEEN XIE CHANGQING AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. December 20, 2005Equity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
This EQUITY PLEDGE AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of Dec. 20, 2005 by and among the following Parties:
SUPPLEMENTARY AGREEMENT TO THE EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
