CHINA EDUCATION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2010 • China Education, Inc • Services-educational services • New York
The undersigned, China Education, Inc., a company formed under the laws of the Cayman Islands (“Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Amendment to Share Transfer AgreementAmendment to Share Transfer Agreement • January 21st, 2010 • China Education, Inc • Services-educational services
This Agreement (“Amendment”) to the Share Transfer Agreement dated June 14,2009 is made and entered into by and among Beijing Frank Education Investment and Management Co., Ltd (“Transferee”), Rong Zhou, Chengwu Sun (“Transferors”) and Qingdao Peking University Resources Technology Development Co., Ltd (“Qingdao Resource”, collectively as “Parties”).
MANAGEMENT AND SERVICE AGREEMENTManagement and Service Agreement • December 2nd, 2009 • China Education, Inc
This Management & Service Agreement (hereinafter referred as this “Agreement”) is made and entered into by and between the following parties on August 4, 2009 in Beijing of People’s Republic of China (hereinafter referred as “China”):
Rong Zhou Chengwu Sun and BEIJING FRANK EDUCATION INVESTMENT AND MANAGEMENT CO., LTD. SHARE TRANSFER AGREEMENT In respect of 100% EQUITY INTERESTS IN QINGDAO BOYANG SCIENCE AND EDUCATION CO. LTD January 4, 2008Share Transfer Agreement • January 21st, 2010 • China Education, Inc • Services-educational services
(The Transferors and the Transferees shall hereinafter collectively be referred to as the “Parties”, “Each of the Transferors and Transferees” or “Each of the Parties”, and a “Party” refers to each of or any of the Transferors and the Transferee, as the case may be)
Share Pledge AgreementShare Pledge Agreement • December 2nd, 2009 • China Education, Inc
This Share Pledge Agreement (hereinafter, this “Agreement”) is entered into in Beijing of the People’s Republic of China (hereinafter, the “PRC”) as of August 4, 2009 by and between the following Parties:
The First Amendment to Acquisition Agreement for the Branch of Henan Province Suixian Hui High SchoolChina Education, Inc • January 21st, 2010 • Services-educational services
This Amendment is made on November 27, 2009, by and among Beijing Frank Education Investment and Management Co., Ltd (the “Company”) and Henan Province Suixian Hui High School, for the purpose of specification of the payment term under the Acquisition Agreement for the Branch of Henan Province Suixian Hui High School on January 4, 2008 ( the “Original Agreement”).
The Second Amendment to Acquisition Agreement for the Branch of Henan Province Suixian Senior High SchoolChina Education, Inc • January 21st, 2010 • Services-educational services
This Amendment is made on November 27, 2009, by and among Beijing Frank Education Investment and Management Co., Ltd (the “Company”) and Suixian Senior High School, for the purpose of specification of the payment term under the Acquisition Agreement for the Branch of Henan Province Suixian Senior High School on August 17, 2005, Confirmation Letter on December 2, 2008 and the First Amendment to Acquisition Agreement on May 22, 2009 ( the “Original Agreements”).
Henan Province Suixian People’s Government Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for Henan Province Suixian Senior High School Branch Date: August 17, 2005China Education, Inc • December 2nd, 2009
To adapt the requirement of the development of market economic and meet the national implementation of the strategy of developing the country through science and education, Henan Province Suixian Party Committee and People’s Government decide to use external funds to develop the local education career, so as to satisfy the urgent needs of Suixian general patriarch and students on excellent education resources.
Assignment AgreementAssignment Agreement • March 26th, 2010 • China Education, Inc • Services-educational services
This Assignment Agreement is made on the date of January 4, 2008, by and among HK Frank Education Investment and Management Limited, a limited liability company incorporated under the laws of Hong Kong (“HK Frank”), Michael Qu a citizen of Singapore, Min Hu, a citizen of PRC, Zhengmao Hu, a citizen of PRC.
Share Holding EntrustmentShare Holding Entrustment • January 21st, 2010 • China Education, Inc • Services-educational services
This Letter of Share Holding Entrustment (“Entrustment Letter”) is made on August 2, 2007 by and between Qi jiadong, a citizen of Singapore, and Frank Hu, a citizen of U.S.
MANAGEMENT AND SERVICE AGREEMENTManagement and Service Agreement • December 2nd, 2009 • China Education, Inc
This Management & Service Agreement (hereinafter referred as this “Agreement”) is made and entered into by and between the following parties on August 4, 2009 in Beijing of People’s Republic of China (hereinafter referred as “China”):
Henan Province Suixian People’s Government Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for Henan Province Suixian Senior High School Branch Date: August 17, 2005China Education, Inc • January 21st, 2010 • Services-educational services
To adapt the requirement of the development of market economic and meet the national implementation of the strategy of developing the country through science and education, Henan Province Suixian Party Committee and People’s Government decide to use external funds to develop the local education career, so as to satisfy the urgent needs of Suixian general patriarch and students on excellent education resources.
Henan Province Suixian Hui High School Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for the Branch of Henan Province Suixian Hui High School Date: January 4, 2008China Education, Inc • December 2nd, 2009
Henan Province Suixian Hui High School (“Suixian Hui School”) is a Demonstration Common Senior High School sponsored by Suixian People’s Government. It invested and sponsored the Branch of Suixian Hui High School on August 17, 2006, registration No. of private non-enterprise entity is 010060, with its legal representative Feng Tongbin and sponsored capital RMB 36,000,000.
Compensation Payment AgreementCompensation Payment Agreement • February 1st, 2010 • China Education, Inc • Services-educational services
This Compensation Payment Agreement (“Agreement”) is made on August 2, 2007 by and between China Education, Inc (“China Education”) and Beijing Frank Education Investment and Management Co., Ltd (“Beijing Frank”).
Tripartite AgreementTripartite Agreement • January 6th, 2010 • China Education, Inc • Services-educational services
WHEREAS, on September 2, 2005, Party A entered into Real Estate Purchase Agreement with Party B and on April 30, 2007 signed Supplementary Agreement regarding purchase of the real estate located at Danshan FuChang Road No. 2, Chengyang District, Qingdao City (“the Real Estate”). On the date hereof, Party B has not paid Party A in full yet. Party C intends to pay Party A the outstanding payment and relevant delay penalty on behalf of Party B.
MANAGEMENT AND SERVICE AGREEMENTManagement and Service Agreement • December 2nd, 2009 • China Education, Inc
This Management &Service Agreement (hereinafter referred as this “Agreement”) is made and entered into by and between the following parties on August 4, 2009 in Beijing of People’s Republic of China (hereinafter referred as “China”):
LOAN AGREEMENTLoan Agreement • December 2nd, 2009 • China Education, Inc
(In this Agreement, each of the above parties shall be hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
The Second Amendment to Share Transfer Agreement for Qingdao SchoolChina Education, Inc • January 21st, 2010 • Services-educational services
This Amendment is made on November 25, 2009, by and among Beijing Frank Education Investment and Management Co., Ltd (the “Company”), Rong Zhou, Chengwu Sun, Qingdao Peking University Resource Technology Development Co., Ltd and Qingdao Boyang Education Investment and Management Co. Ltd for the purpose of specification of the payment term under the Share Transfer Agreement on January 4, 2008 for Qingdao Boyang Education Investment and Management Co. Ltd who is the sole sponsor of Shandong International Polytechnic School of Translation and the First Amendment to Share Transfer Agreement on June 14, 2009( the “Original Agreements”).
Rong Zhou Chengwu Sun and BEIJING FRANK EDUCATION INVESTMENT AND MANAGEMENT CO., LTD. SHARE TRANSFER AGREEMENT In respect of 100% EQUITY INTERESTS IN QINGDAO BOYANG SCIENCE AND EDUCATION CO. LTD January 4, 2008Share Transfer Agreement • December 2nd, 2009 • China Education, Inc
(The Transferors and the Transferees shall hereinafter collectively be referred to as the “Parties”, “Each of the Transferors and Transferees” or “Each of the Parties”, and a “Party” refers to each of or any of the Transferors and the Transferee, as the case may be)
Henan Province Suixian People’s Government Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for Henan Province Suixian Senior High School Branch Date: August 17, 2005China Education, Inc • January 6th, 2010 • Services-educational services
To adapt the requirement of the development of market economic and meet the national implementation of the strategy of developing the country through science and education, Henan Province Suixian Party Committee and People’s Government decide to use external funds to develop the local education career, so as to satisfy the urgent needs of Suixian general patriarch and students on excellent education resources.
Henan Province Suixian Hui High School Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for the Branch of Henan Province Suixian Hui High School Date: January 4, 2008China Education, Inc • January 21st, 2010 • Services-educational services
Henan Province Suixian Hui High School (“Suixian Hui School”) is a Demonstration Common Senior High School sponsored by Suixian People’s Government. It invested and sponsored the Branch of Suixian Hui High School on August 17, 2006, registration No. of private non-enterprise entity is 010060, with its legal representative Feng Tongbin and sponsored capital RMB 36,000,000.
Amendment to Share Transfer AgreementShare Transfer Agreement • December 21st, 2009 • China Education, Inc • Services-educational services
This Agreement (“Amendment”) to the Share Transfer Agreement dated June 14,2009 is made and entered into by and among Beijing Frank Education Investment and Management Co., Ltd (“Transferee”), Rong Zhou, Chengwu Sun (“Transferors”) and Qingdao Peking University Resources Technology Development Co., Ltd (“Qingdao Resource”, collectively as “Parties”).
Confirmation LetterConfirmation Letter • March 12th, 2010 • China Education, Inc • Services-educational services
This Confirmation Letter is made on January 31, 2010, by and among Tianjin Frank Education Consultancy Co., Ltd, Beijing Frank Education Investment and Management Co., Ltd (the “Management Company”), the Branch of Suixian Senior High School, the Branch of Suixian Hui High School and Shandong International Polytechnic School of Translation (the “Schools”) for the purpose of specifying of the payment term under the Management and Service Agreements on August 4, 2009 (the “Original Agreements”).
PROXY AGREEMENTProxy Agreement • December 2nd, 2009 • China Education, Inc
(Zhengmao Hu and Min Hu are hereinafter referred to individually as a “Shareholder” and collectively as the “Shareholders”.)
MANAGEMENT AND SERVICE AGREEMENTManagement and Service Agreement • December 2nd, 2009 • China Education, Inc
This Management & Service Agreement (hereinafter referred as this “Agreement”) is made and entered into by and between the following parties on August 4, 2009 in Beijing of People’s Republic of China (hereinafter referred as “China”):
Beijing Frank Management and Investment Co., Ltd. AND China World Trade Center, Incorporated TENANCY AGREEMENT OF CHINA WORLD OFFICE 1 CHINA WORLD TRADE CENTERTenancy Agreement • July 21st, 2010 • China Education, Inc • Services-educational services
Unless through the negligence of the Landlord its employees or agents, the Landlord shall not be liable to the Tenant occupier or any other person whomsoever: -
EQUITY TRANSFER EXCLUSIVE OPTION AGREEMENTEquity Transfer Exclusive Option Agreement • December 2nd, 2009 • China Education, Inc
This Equity Transfer Exclusive Option Agreement (hereinafter referred to as “the Agreement”) is entered into as of August 4, 2009 by and among the following parties:
Amended Acquisition Agreement for Henan Province Suixian Senior High School BranchChina Education, Inc • January 21st, 2010 • Services-educational services
To promote the development of Suixian education career, Suixian People’s Government, Suixian Senior High School (“School”) and Beijing Frank Education Investment and Management Co, Ltd (“Company”) entered into the acquisition agreement. The Parties entered into Acquisition Agreement for Henan Province Suixian Senior High School Branch on August 17, 2005 and Confirmation Letter on December 2, 2008(“Original Agreements”).
Assignment AgreementAssignment Agreement • December 2nd, 2009 • China Education, Inc
Party A: HK Frank Education Investment and Management Limited, a limited liability company which is established under the law of Hong Kong Special Administrative Region (“HK Frank”).
