DEPOSIT AGREEMENT by and among CHINA ONLINE EDUCATION GROUP as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDERDeposit Agreement • May 27th, 2016 • China Online Education Group • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of [·], 2016, by and among (i) China Online Education Group, a company incorporated in the Cayman Islands, with its principal executive office at 6th Floor Deshi Building North, Shangdi Street, Haidian District, Beijing 100085, People’s Republic of China (together with 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 • September 2nd, 2016 • China Online Education Group • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of June 9, 2016, by and among (i) China Online Education Group, a company incorporated in the Cayman Islands, with its principal executive office at 6th Floor Deshi Building North, Shangdi Street, Haidian District, Beijing 100085, People’s Republic of China (together with 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2016 • China Online Education Group • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2016 by and between China Online Education Group, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
Exclusive Option AgreementExclusive Option Agreement • May 2nd, 2022 • China Online Education Group • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 5, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • May 2nd, 2022 • China Online Education Group • Services-educational services
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 5, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2016 • China Online Education Group • Services-educational services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on May 12, 2016 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Exclusive Option AgreementExclusive Option Agreement • May 12th, 2016 • China Online Education Group • Services-educational services • Hong Kong
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 21, 2014 in the Republic of the Philippines (the “Philippines”):
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 6th, 2020 • China Online Education Group • Services-educational services
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on July 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • April 6th, 2020 • China Online Education Group • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2016 • China Online Education Group • Services-educational services
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 201 by and between China Online Education Group, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). 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 direct or indirect subsidiaries and affiliates (collectively, the “Group”).
Guarantee Agreement (Maximum Amount) For Corporate Guarantor (Ref No.: ) Execution PageGuarantee Agreement • April 24th, 2018 • China Online Education Group • Services-educational services
The parties above hereby agree to and accept all terms and conditions set forth in this Agreement. The Client hereby confirms that sufficient interpretations and explanations have been made by the Bank in relation to the clauses hereunder and all of them have been understood, agreed and acknowledged by the Guarantor completely.
Amended and Restated Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 12th, 2016 • China Online Education Group • Services-educational services
This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 14, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 12th, 2016 • China Online Education Group • Services-educational services • Hong Kong
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on July 21, 2014 in the Republic of the Philippines (the “Philippines” ).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 6th, 2020 • China Online Education Group • Services-educational services
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 3, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Exclusive Option AgreementExclusive Option Agreement • April 29th, 2024 • 51Talk Online Education Group • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2016 in the Republic of the Philippines (the “Philippines”):
Facility Agreement For working capital loans (Ref No.: CLBJ1711011) Execution PageFacility Agreement • April 24th, 2018 • China Online Education Group • Services-educational services • Macau
The parties above hereby agree to and accept all terms and conditions set forth in this Facility Agreement. The Client hereby confirms that sufficient interpretations and explanations in relation to the clauses hereunder have been made by the Financing Bank and all of them have been understood, agreed and acknowledged by the Client completely.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2016 • China Online Education Group • Services-educational services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on May 12, 2016 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 6th, 2023 • 51Talk Online Education Group • Services-educational services • Hong Kong
Technology Service Agreement (Amended and Restated on December 28, 2015)Technology Service Agreement • May 12th, 2016 • China Online Education Group • Services-educational services
Address: 24/F, Building B-1, North District Wanda Commercial Plaza, Wanbo Business District, 79 Section 2 Wanbo Road, Nancun Zhen, Panyu District, Guangzhou
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 6th, 2020 • China Online Education Group • Services-educational services
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on July 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • May 27th, 2016 • China Online Education Group • Services-educational services
This AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is made by and among:
UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2020 • China Online Education Group • Services-educational services • New York
Exclusive Option AgreementExclusive Option Agreement • April 6th, 2020 • China Online Education Group • Services-educational services
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 3, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
