CHINA LIBERAL EDUCATION HOLDINGS LIMITED (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Subordinated Debt SecuritiesIndenture • July 14th, 2023 • China Liberal Education Holdings LTD • Services-educational services • New York
INDENTURE, dated as of [●], 20[●], among China Liberal Education Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”), and [TRUSTEE], as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between China Liberal Education Holdings Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
China Liberal Education Holdings Limited UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2019 • China Liberal Education Holdings LTD • Services-educational services • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between China Liberal Education Holdings Limited, a Cayman Island exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”), on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of its Offered Securities (as defined below).
China Liberal Education Holdings Limited UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2020 • China Liberal Education Holdings LTD • Services-educational services • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between China Liberal Education Holdings Limited, a Cayman Island exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”), on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of its Offered Securities (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], 2019 (the “Effective Date”), by and between CHINA LIBERAL EDUCATION HOLDINGS LIMITED, a company 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 parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • New York
This Agreement is dated as of _February 20_, 2022 (the “Execution Date”) by and between China Liberal Education Holdings Limited, a Cayman Islands company (the “Company”), and _Lam Ngai Ngai_ (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among CHINA LIBERAL EDUCATION HOLDINGS LIMITED AIWAYS MERGER SUB LIMITED AIWAYS AUTOMOBILE HOLDING LIMITED and AIWAYS HOLDINGS LIMITED dated as of November 2, 2022Merger Agreement • November 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 2, 2022 by and among China Liberal Education Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“ListCo”), Aiways Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned and direct subsidiary of ListCo (“Merger Sub”), Aiways Automobile Holding Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned and direct subsidiary of ListCo (“Merger Sub II”), and AIWAYS Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). ListCo, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to
Cooperation Agreement on German Language Program between Beijing Foreign Studies University Tongwen Educational Center and China Liberal （Beijing）Education Technology Co.,Ltd. May 2020Cooperation Agreement • April 14th, 2022 • China Liberal Education Holdings LTD • Services-educational services
In order to promote the internationalization of Chinese education, provide more international education programs that meet the demand of talent development for society, and in line with the principles of strong and win-win cooperation and revenue sharing, Beijing Foreign Studies University Tongwen Educational Center and China Liberal Education Technology Development Co.,Ltd. have reached the following agreement upon full consultation, and both parties shall strictly abide by the principles and carry out activities under the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2024 • China Liberal Education Holdings LTD • Services-educational services • New York
This Agreement is dated as of ____________, 2024 (the “Execution Date”) by and between China Liberal Education Holdings Limited, a Cayman Islands exempted company (the “Company”), and ______________ (the “Purchaser”).
SUPPORT AGREEMENTSupport Agreement • November 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • Beijing
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2022, by and among China Liberal Education Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), AIWAYS Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and the equityholder of the ListCo’s securities, whose name appear on the signature page hereto (each such person, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
Kr Space Membership Agreement Agreement No.: KRBJBJGMQ18112601509102Membership Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services • Macau
House Lease ContractHouse Lease Contract • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
Recruitment and Training Entrustment AgreementRecruitment and Training Entrustment Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
Based on the principles of honest cooperation, equality, voluntariness and compensated services, and according to the relevant national laws, Party A and Party B have entered into the following agreement through negotiation in respect of Party A entrusting enterprise recruitment and training to Party B, and shall jointly comply with this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2022 • China Liberal Education Holdings LTD • Services-educational services • New York
This Agreement is dated as of ____________, 2022 (the “Execution Date”) by and between China Liberal Education Holdings Limited, a Cayman Islands company (the “Company”), and ______________ (the “Purchaser”).
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • November 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services • Beijing
This SUPPORT AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2022, by and among China Liberal Education Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (“ListCo”), AIWAYS Holdings Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”) and certain Persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
ContractCo-Construction Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
This Contract is entered into by and between the parties through negotiation in accordance with the Contract Law of the People’s Republic of China.
ESCROW AGREEMENTEscrow Agreement • March 19th, 2021 • China Liberal Education Holdings LTD • Services-educational services • New York
This ESCROW AGREEMENT (this “Agreement”) dated as of this [●] day of [●] 2021 by and between China Liberal Education Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company” or “China Liberal”), having an address at Zhongguancun MOOC Times Building, Room 1618, 18 Zhongguancun Street, Haidian District, Beijing, 100190, People’s Republic of China, and PECCOIN LIMITEED (the “Escrow Agent”), with its principal corporate trust office at 20/F North Cape Commercial Building, 388 King’s Road, North Point, Hong Kong. The Company and the Escrow Agent are collectively referred to as “Parties” and individually, a “Party.”
Fuzhou Melbourne Polytechnic China Liberal (Beijing) Education Technology Co., Ltd. Australian EAP English Course Teaching Service Contract Australian EAP English Course Teaching Service ContractAustralian Eap English Course Teaching Service Contract • April 14th, 2022 • China Liberal Education Holdings LTD • Services-educational services
Whereas Party A provides Australian EAP English course teaching design, teacher dispatch, mobile teaching and learning platform, PC lesson preparation platform and course implementation to the students of Grade 2021 of Party B, Now therefore, in the principles of equality and voluntariness, the Parties have entered into this Contract and shall jointly comply with this Contract.
STOCK PURCHASE AGREEMENT BY AND AMONG CHINA LIBERAL EDUCATION HOLDINGS LIMITED, AS THE BUYER WANWANG INVESTMENT LIMITED, AS THE COMPANY AND XIAOSHI HUANG, THRIVE SHINE LIMITED AS THE SELLERS, DATED February 1, 2022Stock Purchase Agreement • February 3rd, 2022 • China Liberal Education Holdings LTD • Services-educational services
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 1, 2022 by and among China Liberal Education Holdings Limited, a company organized under the laws of the Cayman Islands (the “Buyer”), Wanwang Investment Limited, a company organized under the laws of the British Virgin Islands (the “Company”), XIAOSHI HUANG, a Hong Kong Special Administrative Region citizen residing in the PRC (“Huang”) and Thrive Shine Limited a company organized under the laws of the British Virgin Islands (“Thrive”), Huang and Thrive may be referred to herein individually as a “Seller” and collectively as the “Sellers”.
Fuzhou Melbourne Polytechnic Information Engineering Experiment and Training Center International Leisure and Hotel Laboratory Project AgreementInternational Leisure and Hotel Laboratory Project Agreement • March 11th, 2021 • China Liberal Education Holdings LTD • Services-educational services
Minjiang University Wanzhong (Hong Kong) Investment Co., Ltd. Agreement on Cooperation in Establishing the Straits College of Minjiang University September 2009Agreement on Cooperation in Establishing the Straits College of Minjiang University • May 15th, 2023 • China Liberal Education Holdings LTD • Services-educational services
In accordance with the spirit of Fujian Province’s “Opinions on Higher Vocational Education Serving the Reform and Construction Project of the Economic Zone on the West Bank of the Straits” (Min Zheng Ban [2008] No.59) and “Opinions on Implementing Fujian-Taiwan Educational Exchange and Cooperation Project” (Min Zheng Ban [2008] No.176). On the basis of the approval of Fujian Provincial Education Department for the joint talent training project between Party a and Taiwan University of Chinese Culture and Taiwan University of Practice, in order to further implement the State Council’s “Some Opinions on Supporting Fujian Province to Accelerate the Construction of the Economic Zone on the West Bank of the Straits” and the Fujian Provincial Party Committee and the provincial government on the construction of “Cross-Strait People’s Exchange and Cooperation”. Party A and Party B agree to cooperate in the establishment of the Straits College of Minjiang University (hereinafter referred to as
Agreement on the International Education Resources Services for the Sino-New Zealand Cooperation Program of preschool education major in Fujian Preschool Education CollegeAgreement on the International Education Resources Services • May 6th, 2019 • China Liberal Education Holdings LTD • Services-educational services
Fujian Preschool Education College approves and reviews the startup of a Sino-New Zealand Cooperation Program (hereafter referred to as Sino-New Zealand Program) in preschool education of Provincial Education Department, China Liberal (Beijing) Education Technology Development Co., Ltd. with high-quality international education resources and high-tech education software resources. It can provide international resources and high-tech education software for new projects of Party A (Sino-New Zealand Program), introducing the professional international cooperative education project resources to Party A in light of the major of Educational, Artistic, Foreign Language, etc. Assisting Party A to carry out academic exchange activities such as Teachers’ Training, Overseas Study Tour and Summer Camps.
International Scholarly Exchange Curriculum(Undergraduate) Project of China Scholarship Council Cooperation AgreementCooperation Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
In order to give full play to the advantages of both sides, effectively integrate various social resources and actively promote international advanced teaching modes and experience, Party A and Party B, through friendly consultation, reached an agreement on co-sponsoring International Scholarly Exchange Curriculum (Undergraduate) (ISEC for short) project of China Scholarship Council (CSC) Oriental International Educational Exchange Center (hereinafter referred to as Oriental International):
SHARE TRANSFER AGREEMENTShare Transfer Agreement • December 29th, 2023 • China Liberal Education Holdings LTD • Services-educational services
This Share Transfer Agreement (this “Agreement”), dated as of December 28, 2023, is entered into by and among China Liberal Education Holdings Limited, a company organized under the laws of the Cayman Islands (“China Liberal”), Wanwang Investment Limited, a company organized under the laws of the British Virgin Islands (“Wanwang”) and XIAOSHI HUANG, a Hong Kong Special Administrative Region citizen residing in the PRC (“Huang”). Each of the parties named above may be referred to hereinafter as a “Party” and collectively as the “Parties.”
Agreement on Cooperation between Minjiang University and Fujian Wanzhong Education Investment Management Co., Ltd. to Establish IEN Institute of Minjiang UniversityCooperation Agreement • May 15th, 2023 • China Liberal Education Holdings LTD • Services-educational services
In order to expand the opening of education and promote the development of Sino-foreign cooperation in running schools, Minjiang University and Fujian Wanzhong Education Investment Management Co., Ltd. have reached the following agreement on the establishment of IEN Institute of Minjiang University (hereinafter referred to as “IEN Institute”/”College”) through friendly consultation:
Self-funded Overseas Study Service AgreementSelf-Funded Overseas Study Service Agreement • May 6th, 2019 • China Liberal Education Holdings LTD • Services-educational services
In order to safeguard the legitimate rights and interests of Party A and Party B, and according to Contract Law of the People’s Republic of China and relevant laws and regulations, and based on the principles of voluntariness, equality, negotiation and consensus, Party A and Party B have entered into the following agreement in respect of Party B being entrusted by Party A to provide self-funded overseas study and relevant ancillary program service:
Project Cooperation AgreementProject Cooperation Agreement • May 6th, 2019 • China Liberal Education Holdings LTD • Services-educational services
Party A and Party B jointly conduct Italian foundation recruitment and teaching and handle the admission procedures of national art colleges and universities according to Contract Law of the People’s Republic of China and relevant laws and regulations, and through friendly negotiation, and based on the principles of voluntariness, equality and mutual benefits. In order to ensure the smoothness of cooperation and protect the legitimate rights and interests of the Parties, the Parties have entered into and shall jointly comply with the following terms and conditions.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • May 6th, 2019 • China Liberal Education Holdings LTD • Services-educational services • New York
This SALE AND PURCHASE AGREEMENT, dated as of Mar._25____, 2019 (the “Agreement”), is made by and among CHINA LIBERAL EDUCATION HOLDINGS LIMITED, a company duly incorporated under the laws of Cayman Islands with Company no. SI-348422(the “Cayman Co.”), the individual listed on the signature page (the “Shareholder”) who owns 100% of the issued shares of YI XIN INTERNATIONAL INVESTMENT LIMITED, a company duly incorporated under the laws of British Virgin Islands with company no.1610485 (the “BVI Co.”) (individually a “Party” or collectively “Parties”).
Straits Institute of Minjiang University China Liberal (Beijing) Education Technology Co., Ltd. Australian EAP English Course Teaching Service Contract China Liberal (Beijing) Education Technology Co., Ltd. (Paging Seal)Australian Eap English Course Teaching Service Contract • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
Whereas Party A provides Australian EAP English course teaching design, teacher dispatch, mobile teaching and learning platform, PC lesson preparation platform and course implementation to the students of Grade 2016-2020 of Party B,
Fuzhou Melbourne Polytechnic Smart Campus Project AgreementSmart Campus Project Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
Subscription AgreementSubscription Agreement • September 27th, 2023 • China Liberal Education Holdings LTD • Services-educational services
This subscription agreement (this “Subscription”) is dated _____, 2023, by and between the investor identified on the signature page hereto (the “Investor”) and China Liberal Education Holdings Limited, a Cayman Islands company (the “Company”). The parties agree as follows:
Cooperation Agreement on Russian Language Program between Beijing Foreign Studies University Tongwen Educational Center and China Liberal (Beijing) Education Technology Co.,Ltd. March 2021Cooperation Agreement • April 14th, 2022 • China Liberal Education Holdings LTD • Services-educational services
In order to promote the internationalization of Chinese education, provide more international education programs that meet the demand of talent development for society, and in line with the principles of strong and win-win cooperation and revenue sharing, Beijing Foreign Studies University Tongwen Educational Center and China Liberal (Beijing) Education Technology Co.,Ltd. have reached the following agreement upon full consultation, and both parties shall strictly abide by the principles and carry out activities under the Agreement.
Subscription AgreementSubscription Agreement • March 19th, 2021 • China Liberal Education Holdings LTD • Services-educational services
This subscription agreement (this “Subscription”) is dated _____, 2021, by and between the investor identified on the signature page hereto (the “Investor”) and China Liberal Education Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”). The parties agree as follows:
Undergraduate International General Education Courses of Chinese Service Center for Scholarly Exchange of the Ministry of Education Cooperation AgreementCooperation Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
In order to give full play to the schooling advantages of the Parties, effectively integrating social resources and actively promoting the internationally advanced teaching mode and experience, Party A and Party B have entered into the following agreement through friendly negotiation in respect of jointly undertaking Undergraduate International General Education Courses of Chinese Service Center for Scholarly Exchange of the Ministry of Education (International General Education Courses, hereinafter referred to as “IGEC”):
ORDINARY SHARE PURCHASE WARRANT CHINA LIBERAL EDUCATION HOLDINGS LIMITEDWarrant Agreement • August 5th, 2019 • China Liberal Education Holdings LTD • Services-educational services
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Boustead Securities, LLC, the registered holder hereof or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2019, being any date after the issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA LIBERAL EDUCATION HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), up to [●] Ordinary Shares1 (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
