DEPOSIT AGREEMENT by and among China Distance Education Holdings Limited as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS...Deposit Agreement • July 15th, 2008 • China Distance Education Holdings LTD • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of , 2008, by and among (i) China Distance Education Holdings Limited, a company incorporated under the laws of the Cayman Islands, with its registered office address at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and principal executive office at 18th Floor, Xueyuan International Tower, 1 Zhichun Road, Haidian District, Beijing 100083, China, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
DEPOSIT AGREEMENTDeposit Agreement • July 15th, 2008 • China Distance Education Holdings LTD • Services-educational services • New York
Tri-party Agreement re VIE StructureTri-Party Agreement • January 27th, 2016 • China Distance Education Holdings LTD • Services-educational services
SHAREHOLDERS AGREEMENTShareholder Agreement • July 29th, 2008 • China Distance Education Holdings LTD • Services-educational services • Hong Kong
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of , 2008 by and among China Distance Education Holdings Limited, a company organized under the laws of Cayman Islands (the “Company”); China Distance Education Limited (“CDEL HK”), a private company limited by shares and incorporated in Hong Kong; and (each, a “PRC Subsidiary,” and collectively, the “PRC Subsidiaries”), each a wholly foreign-owned enterprise established under the laws of the People’s Republic of China (the “PRC”); (the “PRC LLC,” and together with the PRC Subsidiaries, collectively, the “PRC Companies” and each, a “PRC Company”), a limited liability company organized under the laws of the PRC; Champion Shine Trading Limited , a business company organized under the laws of the British Virgin Islands (“Champion Shine”); Empire China Limited , a private company limited by shares and incorporated in Hong Kong (“Empire China”); ZHU Zhengdong, an individual holding PRC ID No. 320102196806142439 and r
Equity Interests Pledge AgreementEquity Interests Pledge Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties:
Equity Interests Pledge Agreement ( amended and restated in December 2008 )Equity Interests Pledge Agreement • March 16th, 2009 • China Distance Education Holdings LTD • Services-educational services
This Equity Interests Pledge Agreement was entered into on the day of May 1, 2004 and amended and restated on December 31, 2008 (this amended and restated version of Equity Interests Pledge Agreement in December 2008, hereinafter the “Agreement”) by and between the following parties:
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • July 7th, 2008 • China Distance Education Holdings LTD
Joint Filing AgreementJoint Filing Agreement • December 12th, 2011 • China Distance Education Holdings LTD • Services-educational services
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall together constitute the same agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2011 • China Distance Education Holdings LTD • Services-educational services • Hong Kong
(BAI, on the one hand, and the Purchasers, on the other hand, shall be individually referred to as a “Party” and together, as the “Parties”.)
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • July 29th, 2008 • China Distance Education Holdings LTD • Services-educational services • Hong Kong
THIS AMENDMENT (this “Amendment”) to that certain shareholders agreement, dated as of March 7, 2008, by and among China Distance Education Holdings Limited (the “Company”), the Investors (as defined therein), the Founders (as defined therein), and certain other parties thereto is made and entered into as of July 25, 2008.
Joint Filing AgreementJoint Filing Agreement • December 14th, 2011 • China Distance Education Holdings LTD • Services-educational services
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall together constitute the same agreement.
Agreement for Courseware Royalty-Free UseCourseware Royalty-Free Use Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Agreement for Courseware Royalty-Free Use (“the Agreement”) is made and entered into this 1st day of August, 2004 in Beijing, the People’s Republic of China (“China”) by and between the Parties as shown below.
CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTERESTExclusive Purchase Right of an Equity Interest • July 7th, 2008 • China Distance Education Holdings LTD
The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among:
Agreement for Courseware MakingCourseware Making Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Agreement for Courseware Making (“the Agreement”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below.
CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTERESTContract Relating to the Exclusive Purchase Right of an Equity Interest • July 7th, 2008 • China Distance Education Holdings LTD
The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among:
TECHNICAL SUPPORT AND CONSULTANCY SERVICES AGREEMENTTechnical Support and Consultancy Services Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Technical Support and Consulting Services Agreement (the “Agreement”) is entered into as of May 1, 2004 in Beijing, the People’s Republic of China (the “PRC”) between the following two parties:
Exclusive Option AgreementExclusive Option Agreement • January 27th, 2016 • China Distance Education Holdings LTD • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December28, 2015 in Beijing, the People’s Republic of China (the “PRC”):
Software Licensing AgreementSoftware Licensing Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Software Licensing Agreement (“the Contract”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below.
4,000,000 American Depositary Shares CHINA DISTANCE EDUCATION HOLDINGS LIMITED AMERICAN DEPOSITARY SHARES EACH REPRESENTING FOUR ORDINARY SHARES (PAR VALUE $0.0001 PER ORDINARY SHARE) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2014 • China Distance Education Holdings LTD • Services-educational services • New York
Equity Pledge AgreementEquity Pledge Agreement • January 27th, 2016 • China Distance Education Holdings LTD • Services-educational services
This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on December 28, 2015 in Beijing, the People’s Republic of China (the “PRC”):
DEED OF SHARE CHARGE (this "Deed") is made on October 26, 2011 BY:Deed of Share Charge • December 14th, 2011 • China Distance Education Holdings LTD • Services-educational services • Virgin Islands
Champion Shine Trading Limited, a business company incorporated and existing under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Champion Shine”); and
To: Beijing Champion Hi-Tech Co., Ltd. Date: February 13, 2008Technical Support and Consulting Services Agreement • July 7th, 2008 • China Distance Education Holdings LTD
RESTRICTED ISSUANCE AGREEMENTRestricted Issuance Agreement • March 25th, 2011 • China Distance Education Holdings LTD • Services-educational services
RESTRICTED ISSUANCE AGREEMENT dated as of August 16, 2010 (the “Agreement”) among China Distance Education Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands and its successors (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders (the “Holders”) and beneficial owners (the “Beneficial Owners”) from time to time of the restricted American Depositary Receipts issued hereunder (the “Restricted Receipts”).
China Distance Education Holdings Limited (a Cayman Islands exempted limited liability company) 8,750,000 American Depositary Shares Representing 35,000,000 Ordinary Shares ($0.0001 par value) and an option to purchase from the Company up to 5,250,000...Underwriting Agreement • July 28th, 2008 • China Distance Education Holdings LTD • Services-educational services • New York
China Distance Education Holdings Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), proposes to sell to the several Underwriters, for whom Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), 8,750,000 American Depositary Shares (the “ADSs”) representing 35,000,000 ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,312,500 ADSs representing 5,250,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Shares” and together with the Underwritten Shares, the “Shares”).
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 10th, 2011 • China Distance Education Holdings LTD • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0001, of China Distance Education Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
ContractJoint Filing Agreement • December 13th, 2011 • China Distance Education Holdings LTD • Services-educational services
In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and American Depositary Shares, each representing four Ordinary Shares of China Distance Education Holdings Limited, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • January 27th, 2016 • China Distance Education Holdings LTD • Services-educational services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 28, 2015 in Beijing, the People’s Republic of China (the “PRC”).
To: Beijing Champion Healthcare Education Technology Co., Ltd. Date: December 28. 2015Exclusive Business Cooperation Agreement • January 27th, 2016 • China Distance Education Holdings LTD • Services-educational services
