Contract By and Among Beijing Jade Bird Educational Information Technology Co., Ltd. Beijing Peking University Education Investment Co., Ltd. And Prosperity Holdings Limited On Subscription to Capital Increase Of Beijing Jade Bird Educational...

Exhibit 10.17

Execution Copy

Contract

By and Among

Beijing Jade Bird Educational Information Technology Co., Ltd.

16 Individual Shareholders

Beijing Peking University Education Investment Co., Ltd.

And

Prosperity Holdings Limited

Subscription to Capital Increase

Beijing Jade Bird Educational Information Technology Co., Ltd.

Execution Copy

Table of Content


Article 1		Definitions

Article 2		the Capital Increase

Article 3		Conditions Precedent

Article 4		Amount and Completion of the Capital Increase

Article 5		Presentations, Undertakings and Warranties of Parties

Article 6		Remedies

Article 7		Termination

Article 8		Force Majeure

Article 9		Confidentiality

Article 10		Miscellaneous

Appendix		Letter of Disclosure

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This capital increase contract (hereinafter referred to as “the Contract”) is entered into by and among the following two parties on Xxxxxxx 00, 0000 xx Xxxxxxx, Xxxxx:

Party A: Beijing Jade Bird Educational Information Technology Co., Ltd.

Official Address: Beida Jade Bird Building, 3^rd District, Yanyuan, Xx.0 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx

Legal Representative: Xx Xxxxxxxx

Title: Chairman of the Board of Directors

Nationality: Chinese

Party B: Beijing Peking University Education Investment Co., Ltd

Official Address: 0^xx Xxxxxxxx, Xxxxxxx, Xx.0 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx

Legal Representative: Xx Xxxxxxxx

Title: Chairman of the Board of Directors

Nationality: Chinese

Party C: 16 Individual Shareholders of Party A

Name: Xxxx Xxxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 110108650527181

Name: Xxxx Xxxxxxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 42010719570817151X

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Name: Liang Jun

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 320102196810132831

Name: Sun Quntain

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 411024197407291613

Name: Lu Jun

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 420300197304081716

Name: Xxxx Xxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 220104731125155

Name: Xxx Xxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 230502197004290020

Name: Lin Ping

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 420107196401120050

Name: Guo Nannan

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 110102690905002

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Name: He Wenrui

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 110102196505152335

Name: Xxxxx Xxxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 610330196305302022

Name: Xx Xxxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 430202750901604

Name: Xiao Qiqin

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 420107195010180035

Name: Li Xiangyang

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 420105741218083

Name: Wang Yang

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 110108680223341

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Name: Xxxxx Xxxx

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 100871

ID No.: 000000000000000000

Party D: Prosperity Holdings Limited


Official Address:		X/X Xxxxx Xxxxxxxx (Xxxxxx) Xxx.
		XX Xxx 0000XX, 4^th Floor
		000 Xxxxx Xxxxxx Xxxxxx
		Xxxxx Xxxxxx, Xxxxxx Xxxxxxx

Authorized Representative: Xxxxx Xxxx

Title: Director

Nationality: United State of America

Whereas:

A.	Party A is a company duly incorporated and existing under the laws of the People’s Republic of China (the “PRC”) with the registered capital of RMB15,000,000.

B.	Party B is a company duly incorporated and existing under the laws of PRC, which is holding 70% of shares of Party A.

C.	Each individual of Party C is an individual with legal identity in PRC and full capacity of civil acting according to PRC laws. Party B collectively holds 30% of shares of Party A.

D.	Party D, is a limited liability company duly incorporated and existing under the laws of Cayman Islands.

E.	Party B and Party D entered into a Share Transfer Contract on October 20, 2006, according to which Party B transferred 46.67% of shares of Party A it holds to Party D.

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F.	Party C and Party D entered into a Share Transfer Contract on October 20, 2006, according to which Party C transferred collectively 20% of shares of Party A it holds to Party D.

Party A, Party B, Party C and Party D agreed that, with respect to the two share transfers mentioned above and the subscription to capital increase contemplated hereunder, all parties shall make jointly effort to complete the approval and registration formalities with the relevant examination and approval authorities altogether.

The two parties hereby agree as follows:

Article 1 Definition


1.1	Party A	Refers to	Beijing Jade Bird Educational Information Technology Co., Ltd.

1.2	Party B	Refers to	Beijing Peking University Education Investment Co., Ltd.

1.3	Party C	Refers	16 individual shareholders of Party A, including Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxx Jun, Sun Quntain, Lu Jun, Xxxx Xxx, Xxx Xxx, Xxx Xxxx, Xxx Xxxxxx, He Wenrui, Xxxxx Xxxx, Xx Xxxx, Xxxx Xxxxx, Xx Xxxxxxxxx, Xxxx Xxxx and Xxxxx Xxxx

1.4	Party D	Refers	Prosperity Holdings Limited

1.5	Capital Increase	Refers to	Party D subscribes to Party A’s increased capital. Party D will invest USD 15 million to subscribe for XXX 00 million of Party A’s registered capital representing 40% of the registered capital of Party A.

1.6	Closing Date	Refers to	Date on which Party B pays all the increased capital according to Article 4.1 of this Contract

1.7	Examination and Approval Authority	Refers to	Ministry of Commerce of PRC or its local delegates

1.8	PRC	Refers to	The People’s Republic of China (so far as the Contract is concerned, Hong Kong Special Xxxxxxxxxxxxxx Xxxxxx, Xxxxx Special Administration Region and Taiwan are not included.)

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1.9		Original Equity Ratio		Refers to		Party B holds 70% of shares of Party A, while Party C holds 30% of the shares of Party A.

Article 2 Capital Increase

2.1	Party D agrees to subscribe to Party A’s capital increase, provided the Conditions Precedent prescribed in Article 3 of the Contract are satisfied.

2.2	Party D agrees to invest USD 15 million to subscribe to Party A’s capital increase of XXX 00 million, representing 40% of the registered capital of Party A, and the subscription shall be made in cash.

2.3

Party D’s increased investment to Party A shall be converted into Party D’s increased contribution to Party A in the proportion of 12:1 and Party A’s registered capital shall be increased accordingly. After the capital increase, Party A’s registered capital shall be increased by XXX 00 million, resulting in a changed registered capital of XXX 00 million; The discrepancy of USD 13.75 million between Party D’s investment in Party A and the capital increase of Party A shall be reckoned in capital reserve fund in accordance with the exchange rate between RMB and USD on the Closing Date.

2.4	Party B and Party C shall remain entitled to Party A’s profits attributable to them according to Original Equity Ratio in the Company by the Closing date.

Article 3 Conditions Precedent

3.1	Party D shall not be obliged to make the subscription according to Article 4.1 of the Contract, unless all and any of the following conditions precedent are satisfied. Party D shall have the right, but not the obligation, to waive one or more of the following conditions:

(1)

Party A has adopted a board resolution and a shareholders’ meeting resolution to approve the Capital Increase;

(2)

Parties have entered into all necessary contracts, agreements and other relevant documents, and completed all legal formalities required by PRC laws and regulations, including without limitation assets evaluation, announcement, transfer of state-owned equity through tender and bidding at relevant assets transfer center; [Procedures in Article 3.1 (2) shall not be applicable in case that state-owned assets administration authority exempts the Target Share Transfer from such procedures.]

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(3)

The Capital Increase has obtained state-owned assets administrative authority’s approvals, consents and permits (fully effective and free from being nullified or revoked on the Closing Date), including without limitation assets evaluation report of Party A issued by qualified evaluation institute, filing of the assents evaluation report with state-owned assets administration and its approval on the Capital Increase;

(4)

The Capital Increase has obtained approval, consent or permission issued by Examination and Approval Authority (remain effective and not being null or retreated on the Closing Date), including the Reply to approve the Capital Increase hereunder issued by the Examination and Approval Authority and Certificate of Approval for Establishment of Foreign Investment Enterprise.

(5)

By the Closing Date, the business and financial situation of the Company does not have substantial adverse changes.

(6)

By the Closing Date, all the representations, undertakings and warranties made by Party A, Party B and Party C are true, accurate and sufficient;

(7)

By the Closing Date, there has been no change in PRC law which frustrates the purpose of the Contract.

Article 4 Amount and Completion of the Capital Increase

4.1

Subject to (i) all conditions in Article 3.1 of the Contract are satisfied; and (ii) all the statements, representations and warranties made by Party A are true and accurate: within 15 working days after the Capital Increase is approved by the Examination and Approval Authority and Party A obtains the reissued Enterprise Legal Person Business License, Party D shall make payment to Party A all its subscription to the Capital Increase, accounting to US$ 15 million.

Article 5 Presentations, Undertakings and Warranties

5.1	Party A hereby unconditionally and irrevocably makes the following presentations, undertakings and warranties to Party D that, by the Closing Date:

(1)

Party A is a limited liability company duly incorporated and existing under the laws of PRC.

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(2)

All the permits and licenses which are necessary for continuous operation of Party A’s business, including Certificate for Running Non-government Schools issued by education authority or labor and social security authority, Certificate of Approval for High and New Technology Enterprise, are fully effective by the Closing Date and Party A will maintain effectiveness of the aforementioned licenses and certificates during the existence of Party A;

(3)

Party A’s execution of the Contract, it’s exercise of rights and performance of obligations hereunder, shall not violate:

(a)

restrictions imposed by governing laws, regulations, rules, judgments, rulings, arbitration awards, administrative decisions and orders binding or having impact on it;

(b)

any documents, agreements or contracts to which it is a party, or any documents, agreements or contracts which have binding effect on it;

(c)

its Articles of Association and internal regulations.

(4)

It has not been involved in any litigation, arbitration or any other legal or administrative proceedings which are on-going, pending, to be initiated, or claimed to be initiated by a third party, which will or may prevent the Capital Increase under the Contract from being completed.

(5)

Except for those events in Appendix-Letter of Disclosure, all other actions to be taken and conditions or issues to be fulfilled by it required by applicable laws have been taken, complied with and performed on or before the signing date of the Contract, so as to:

(a)

enable it to legitimately enter into the Contract and perform its obligations hereunder;

(b)

make its obligations and responsibilities under the Contract legal, effective and enforceable;

(c)

make the Contract admissible as evidence in the PRC.

(6)

Its execution and performance of the Contract is fully within its authority and has been duly authorized.

(7)

The presentation of item (A) of the “Whereas” section is true and accurate, and contributions to Party A’s registered capital has been fully made.

(8)

It warrants that it has made full disclosure to Party D, in addition to those events disclosed in Appendix-Letter of Disclosure, it has made full disclosure to Party D all such materials, which would substantively and adversely affect its

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capacity to fully perform its obligation under the Contract, or, if disclosed to Party D, will substantively and adversely affect Party D’s willingness to enter into the Contract. Moreover, all such matters it disclosed and the materials it provided to Party D (including without limitation to the materials Party A provided during the due diligence that Party D or its counsel carried out for the Capital Increase) are true, complete accurate, and free from any substantive inaccurate or misleading presentations.

(9)

Party A warrants that the accounting books of Party A are complete, and the financial statements disclosed by Party A for the Capital Increase are prepared in accordance with current PRC laws, regulations, rules and accounting standards. The afore-mentioned accounting books and financial statements completely, truly and accurately reflect the financial status and profits of Party A by the end of relative fiscal periods. From the date of the financial statements issued to the Closing Date of the Capital Increase, the business or financial status of Party A do not have any substantive and adverse change.

(10)

Party A warrants that, except for those events disclosed in Appendix-Letter of Disclosure, Party A has not ever violated any PRC laws or regulation which may result in adverse effect on the transaction; Party A is not involved in any pending material litigations, arbitrations or administrative penalties which may result in adverse effect on the transaction.

(11)

It warrants that, from the establishment date of Party A to the Closing Date, Party A has complied with all relevant tax laws and regulations, has made full payment of all taxes and charges explicitly collected by the tax authority, has not received any reminder letter from tax authority or any other relevant authority and has not been subject to punishment which may result in adverse effect on the transaction due to tax related issues and does not have any pending tax investigations or disputes which may result in adverse effect on the transaction;

(12)

It warrants that, Party A has provided Party D with a complete list of all the franchise contracts, as well as those decoration, equipments purchase, printing and advertisement contracts with a contract price in excess of RMB 2 million, which are currently being performed and relate to the operation of Party A’s business by the Closing Date.

(13)

It warrants that, except for those connected transactions disclosed in Appendix-Letter of Disclosure, between and among Party A and its subsidiaries, and between and among such subsidiaries, Party A does not have any other connected transactions.

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(14)

Party A lawfully owes or has the right to use all the patent, patent right, invention, copyright and know-how (including industrial secrets, other non-patent, or non-patentable know-how or confidential information, systems or programs), trademark, service logo and trade name (hereinafter referred to as “IP”), which Party A currently uses and relate to the business operation of Party A. Regarding the afore-mentioned IP, Party A has not received any notice claiming infringement or dispute with rights announced by others; In addition during operation of business, Party A currently is not involved in any infringement of any patent, copyright, ownership, trademark, service logo, commercial logo or other intellectual property domestically registered (except for the office softwares daily used).

(15)

It warrants that, except for those events disclosed in Appendix-Letter of Disclosure, Party A does not have any other labor disputes with its senior management staff members.

(16)

It warrants that after the signing of the Contract, it will cooperate with Party D and other organizations to facilitate the fulfillment of all conditions precedent specified in Article 3, thus to ensure the completion of the Capital Increase. Party A shall, with the assistant of Party D submit to related authorities all documents, carry out and complete filing and approval formalities required for the Capital Increase in a timely manner.

(17)

It warrants that, upon receipt of any approval, reply or notice on any amendments or supplements to the documents submitted from the authority in charge in connection with the Capital Increase, it shall inform Party D immediately and deliver to Party D photocopies of such documents and notices.

(18)

Where, at anytime before the Closing Date the Capital Increase (inclusive), it realizes any situation which will make the presentations, undertakings and warranties it made under the Contract become untrue or inaccurate, Party A shall inform Party D immediately and take remedial measures as reasonably required by Party D.

(19)

Upon execution and coming into force, the Contract will be legally and effectively binding on it, the articles thereof will be enforceable, and it undertakes it shall not be entitled to any right of exemption.

(20)

All presentations, undertakings and warranties it made above are true, accurate and complete.

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5.2	Party B and Party C hereby unconditionally and irrevocably make the following presentations, undertakings and warranties to Party D that:

(1)

Each of them has full and exclusive ownership and right of disposal on Target Share to be transferred to Party B pursuant to the Contract; the Target Share is free from any secured interest or third party interest such as pledge, neither does it have any flaws with respect to disclosure of facts in connection with any third party interest or legal matters.

(2)

Party B and Party C hereby waive their right of first refusal on subscription to capital increase as specified in the articles of association of Party A.

5.3	Party D hereby unconditionally and irrevocably makes the following presentations, undertakings and warranties to Party A, Party B and Party C that, by the Closing Date of the Capital Increase:

(1)

Party D has been a limited liability company duly incorporated and existing under the laws of Cayman Islands.

(2)

Party D’s execution and performance of the Contract is fully within its authority and scope of business and is duly authorized by the company. It will not violate any restrictions imposed by binding or influential laws, regulations, rules, judgments, rulings, articles of association, internal regulations and contracts; Upon execution and coming into force, the Contract will become legally and effectively binding, and articles specified therein shall be enforceable.

(3)

The shareholder of Party D is Crescent Jade Limited, which is a limited liability company controlled by CPV Investments Limited.

(4)

Party D has not been involved in any litigation, arbitration or any other legal or administrative proceedings which are on-going, pending, to be initiated, or claimed to be initiated by a third party and will or may substantively affect the Capital Increase under the Contract.

(5)

Party D warrants that promptly after the signing of the Contract, it will cooperate with Party A, Party B and Party C and other organizations to facilitate the fulfillment of all conditions precedent specified in Article 3, thus to ensure the completion of the Capital Increase, and assist Party A in completion of relevant formalities.

(6)

Party D will procure all the necessary documents required by Examination and Approval Authority and other governmental authorities, including without limitation the identification certificate of Party D which has been notarized by the notary public of the home state of Party D and been legalized by the PRC embassy (consulate) in that state, and a

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bank reference letter; Party B will also cooperated with Party A in completion of all procedures of approvals and registration in connection with the Capital Increase and alteration of Party A. Where the documents need to be signed by Party D, Party D shall guarantee to extend its cooperation and such cooperation shall not be unreasonably withheld;

(7)

The presentation of item (D) of the “Whereas” section is true and accurate.

(8)

Upon completion of the Capital Increase, Party D will assume all the rights and obligations as a shareholder under the current articles of association of Party A.

(9)

Party D has made full disclosure to Party A, Party B and Party C, all such materials it has regarding Party D, which would substantively and adversely affect Party D’s capacity to fully perform its obligation under the Contract, or, if disclosed to Party A, Party B and Party C, will substantively and adversely affect Party A, Party B and Party C’s willingness to enter into the Contract, and all materials that Party D provided to Party A, Party B and Party C are free from any substantively untrue or misleading presentations.

(10)

Where, at anytime before the Closing Date of the Capital Increase (inclusive), Party D realizes any situation which will make the presentations, undertakings and warranties it made under the Contract become untrue or inaccurate, Party D shall inform Party A, Party B and Party C in a timely fashion and take remedial measures as reasonably required by Party A, Party B and Party C.

(11)

Upon execution and coming into force, the Contract will be legally and effectively binding on Party D, the articles thereof will be enforceable, and Party D undertakes it is not entitled to any right of exemption

(12)

All presentations, undertakings and warranties Party D made above are true, accurate, complete, sufficient, unconditional and without reservation.

Article 6 Remedies

6.1	Each Party shall be liable for its undertakings, warranties which it made before the Closing Date, and independently bear any liabilities or losses arising therefrom, if such undertakings, warranties are untrue, inaccurate, incomplete and insufficient.

6.2	Party A shall indemnify Party D any losses caused by any litigations, arbitrations, claims, administrative proceedings and other legal proceedings against Party D, which incurred before the Closing Date, relating to or arising out of the Capital Increase.

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6.3	Party D shall make payment of the subscription in accordance with Articles 4.1 of the Contract. Where Party D fails to make payment of the subscription as scheduled, it shall indemnify Party A for the delay in payment at a rate of 0.3% of the outstanding amount per day.

6.4

The parties shall perform their obligations under the Contract in good faith. Unless otherwise stipulated in this Contract, where one party fails to perform its obligations or violates any of the articles, conditions, undertakings, announcements and warranties of the Contract, the other party shall have the right to claim remedies from the non-performing or breaching party for all losses, damages caused thereby, as well as fees, expenditures incurred in the litigation and claim.

6.5

Where the conditions set forth in Article 3 of the Contract could not be fulfilled within six (6) months from the execution date of the Contract and such failure cannot be attributed to any of the Parties, the Parties may terminate the Contract by negotiation and none of the Parties will be liable for it.

Article 7 Termination

7.1	The Contract shall be terminated at the occurrence of any of the following events:

(1)

After friendly consultation, Parties unanimously agree in writing to terminate the Contract.

(2)

The conditions precedent regarding the Capital Increase as set forth in Article 3 of the Contract are not fully met within six (6) months after execution of the Contract and the parties fail to unanimously agree in writing, as permitted by law, on exemption of such conditions.

(3)

Where one party materially violates any article of the Contract, or where any of the presentations, undertakings or warranties it made in the Contract proves to be false, the abiding party may deliver a written notice requiring the breaching party to immediately take remedial measures; Where the breaching party fails to take measures to remedy and rectify its violation in a way to the satisfaction of the abiding party within sixty (60) days after the delivery of the afore-mentioned written notice, the abiding party shall have the right to terminate the Contract immediately.

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(4)

Newly promulgated laws and regulations make it impossible to continue to perform the Contract.

(5)

Force Majeure events as specified in Article 8 of the Contract sustain more than six (6) months and make it impossible to continue to perform the Contract.

7.2

Where Party D violates Article 4.1 of the Contract and delays in payment of the subscription to the capital increase in excess of 20 days, Party A shall, in addition to the indemnity from Party D for delay in payment as specified in Article 6.3 of the Contract, have the right to terminate the Contract unilaterally.

7.3

Where the Contract is terminated, each Party shall return to other Parties all relevant records, documents and materials the other Parties delivered pursuant to the Contract, regardless whether the afore-mentioned records, documents and materials were delivered before or after the execution of the Contract.

7.4	Where the Contract is terminated, the relationship among Parties shall resume to what it was before the execution of the Contract. The registered capital of Party A is RMB 15,000,000 and Party A returns to Party D all the amount it paid in accordance with Article 4.1 of the Contract.

Where necessary, Parties shall, in accordance with relevant laws, be responsible for completion of the approval formalities required for termination of the Contract and cooperate with each other in signing all agreements and documents required for resuming the relation between the Parties to what it was before the execution of the Contract. The cost incurred for preparation, performance and termination of the Capital Increase under the Contract, including without limitation taxes, fees and governmental fees for retaining agencies shall be born by the breaching party if any, in the absence of breaching party, the cost shall be born by the all parties respectively.

7.5	The liabilities for damages for breach of contract as stipulated in the Contract shall not be released because of the termination of the Contract.

Article 8 Force Majeure Event

8.1

“Force majeure event” shall refer to an event whose occurrence is unforeseeable at the time the Contract is executed by the two parties, and whose occurrence is unavoidable or whose consequence is unable to be overcome, and thus makes one party unable to perform any of the articles of the Contract in whole or in part, which includes earthquake, tsunamis, typhoon, flood,

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war and infectious disease and other afore-mentioned unpredictable, unavoidable and insuperable events, as well as the force majeure events recognized by general international commercial customs.

8.2

Upon occurrence of a force majeure event, the affected party can suspend the performance of its duties or obligations under the Contract during the event without being treated as in breach of the Contract. However, the affected party shall take all measures to notify the other party in writing immediately, and, within 15 days after occurrence of the force majeure event, produce documents evidencing occurrence and/or existence of the force majeure event as required by PRC law, failure to do which, no force majeure event shall be recognized.

8.3	Upon occurrence of force majeure event, the affected party shall make best effort and take all measures to mitigate the losses.

8.4	Upon occurrence of force majeure event, all parties to the Contract shall consult each other immediately for a fair resolution, and shall make all reasonable endeavors to mitigate the adverse effect caused by such force majeure event.

8.5	Where one party breaches the Contract and delays the performance of its obligation hereunder, and a force majeure event occurs thereafter, that party shall not be exempted from liabilities because of the occurrence of the force majeure event.

Article 9 Confidentiality

9.1

Any party may have disclosed or need to disclose to the other party confidential and exclusive materials regarding its business, financial status and other confidential matters. Unless otherwise stipulated by other confidentiality agreement, the party who receives the afore-mentioned materials (including writing and none-writing materials, hereinafter referred to as “Confidential Materials”) shall:

(1)

keep all the Confidential Materials confidential; and

(2)

except for the accepting party’s staff the discharge of whose responsibilities requires knowledge of the Confidential Materials, do not disclose the afore-mentioned Confidential Materials to any other person or entity.

9.2	Clause 9.1 of the Contract shall not apply to:

(1)

materials known to the accepting party, proved by records in writing made before the disclosing party makes the disclosure to the accepting party;

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(2)

materials becoming accessible in public domain not attributable to accepting party’s breach of the Contract;

(3)

materials which the accepting party obtained from a third party who bears no confidential responsibilities; or:

(4)

materials specified in the documents published in the course of completion of the Capital Increase formalities.

9.3	Each party shall ensure that the directors, senior officials of itself and the affiliated companies relating to the Capital Increase, as well as other employees involved in the Capital Increase shall abide by the confidentiality obligation under article 9 of the Contract.

9.4

Article 9 of the Contract shall not apply to the disclosure of Confidential Materials to affiliated companies, intermediaries, employees and counsels of each party for the purpose of the Capital Increase; however, under such circumstance, the materials shall only be disclosed to those persons or entities which have to know the materials for discharging their responsibilities.

9.5

Article 9 of the Contract shall not apply to disclosure of the materials to any governmental authorities or relevant entities by any of the parties to the Contract pursuant to laws or regulations. However, the party required to make the disclosure shall, before such disclosure is made, immediately notify the other party of such requirements and terms.

9.6	Any of the regulation under Article 9 of the Contract shall not impede the announcement or disclosure, which one party makes in good faith and pursuant to governing laws or regulations.

Article 10 Miscellaneous

10.1	Effective Date

After execution by the legal representatives or authorized representatives of Party A, Party B and Party D and individuals of Party B, the Contract shall become effective on the date it is approved by the Examination and Approval Authorities.

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10.2	Costs and Expenses

Unless otherwise agreed upon in the Contract, taxes and charges collected according to law in connection with execution and performance of the Contract shall be born by all Parties respectively in accordance with PRC laws and regulation. Where the laws and regulations do not explicitly specify the payer, Parties shall pay in proportion. No Party shall have the obligation to pay the fees on behalf of any other Party.

10.3	Governing Laws

The governing law of this Contract shall be PRC laws; and the execution, validity, interpretation, performance and dispute resolution of the Contract shall be subject to PRC laws. However, where PRC laws do not regulate on any of the issues specified in the Contract, the same shall be governed by reference to international commercial customs.

10.4	Dispute Resolution

The parties shall make endeavor to settle their disputes arising out of the performance of the Contract or in connection with of the Contract, through friendly consultation; Where the parties fail to settle the disputes through consultation, any party shall have the right to submit the dispute or claim arising from the Contract to the People’s Court which has jurisdiction over it and resolve the dispute or claim by litigation. During the litigation, except for the matters under dispute, the Contract shall continue to be performed.

10.5	Language and Copy

The Contract shall be executed in Chinese and English languages and both in nine (9) copies, each party shall keep one copy of both versions, and remaining copies shall be submitted to the relevant Examination and Approval Authorities, all of which shall have equal legal force. In the event of a discrepancy between the two language versions, the Chinese version shall prevail.

10.6	Severability

Where any article of the Contract is regarded as being invalid by any authority with jurisdiction, the validity of other articles of the Contract shall remain unaffected.

10.7	Amendments and Supplements

For issues not covered in the Contract, the parties shall enter into written contract to make amendment or supplement to the Contract. Amendments or supplements to the Contract signed and chopped by all parties shall be integral parts of the Contract, and once approved by the Examination and Approval Authority, shall have equal force with the Contract.

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10.8	Exercise of Rights

Failure to or delay in exercising any of the rights hereunder by any party to the Contract shall not be regarded as waiving the same. The exercise of a right by itself or in part does not preclude the exercise of the same otherwise. Waiver of the right to pursue any breach of contract shall be effective only if it is made in writing and signed and affixed with official seal by the legal representative or authorized representative.

10.9	Assignment of Rights and Obligations

Unless otherwise agreed upon in the Contract, none of the Parties shall be allowed to assign the Contract or its rights and obligations hereunder in whole or in part, unless it obtains prior consent in writing from other Parties, and such assignment has obtained approval from the Examination and Approval Authority as required by PRC laws.

10.10

Notice and Delivery

Unless otherwise agreed upon in the Contract, any party’s notice or written communication to the other party shall be written in Chinese, and shall be delivered by hand-delivery, fax or courier. Unless otherwise informed of the change of address, all notice and written communication shall be delivered to the following addresses:

Party A: Beijing Jade Bird Educational Information Technology Co., Ltd.

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000

Telephone: 0000-000-00000000

Fax: 0000-000-00000000

Attention: Xxxx Xxxx

Party B: Beijing Peking University Education Investment Co., Ltd

Address: 4^th Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000

Execution Copy

Telephone: 0000-000-00000000

Fax: 0000-000-00000000

Attention: Xx Xxxxxxxx

Party B: 16 individual shareholders

Address: 2^nd Floor, Beida Jade Bird Building, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000

Telephone: 0000-000-0000000

Fax: 0000-000-00000000

Attention: Xxxx Xxxx

Party D: Prosperity Holdings Limited


Address:		Crescent Point Group
		Xxx Xxxxxx Xxxxxx, #00-00
		Xxxxxxxxx 000000

Telephone: 0000-0000-0000

Fax: 0000-0000-0000

Attention: Xxxxx Xxxx

The notice or written communication shall be deemed being received on the following dates:

(1)

in case of fax and hand-delivery, the date of receipt shall be the date of delivery;

(2)

in case of express mail service, the date of delivery shall be the third day after the notice has been handed over to the express company; or

(3)

in case of courier, the date on the receipt confirmation, or the date of handover.

Execution Copy

IN WITNESS WHEREOF, Party A, Party B and Party D have caused their authorized representatives to sign and Party C signed the Contract on the date first written above.


Party A: Beijing Jade Bird Education Information Technology Co., Ltd
Legal Representative or Authorized Representative:
Seal:


Party B: Beijing Peking University Education Investment Co., Ltd.
Legal Representative or Authorized Representative:
Seal:

Execution Copy

Party C: 16 individual shareholders


Xxxx Xxxx:

Signature:

Xxxx Xxxxxxx

Signature:		/s/ Tang Xxxxxxx

Xxxxx Jun

Signature:		/s/ Liang Xxx

Xxx Quntian

Signature:		/s/ Sun Quntian

Lu Jun

Signature:		/s/ Lu Xxx

Xxxx Rui

Signature:		/s/ Xxxx Xxx

GaoWei

Signature:		/s/ GaoWei

Lin Ping

Signature:		/s/ Lin Ping

Guo Nannan

Signature:		/s/ Guo Nannan

Execution Copy


He Wenrui

Signature:		/s/ He Wenrui

Xxxxx Xxxx

Signature:		/s/ Xxxxx Xxxx

Xx Xxxx

Signature:		/s/ Yu Xxxx

Xxxx Qiqin

Signature:		/s/ Xiao Qiqin

Xiangyang

Signature:		/s/ Xxxxxxxxx

Xxxx Xxxx

Signature:		/s/ Wang Xxxx

Xxxxx Ming

Signature:		/s/ Xxxxx Xxxx

Execution Copy

Party D: Prosperity Holdings Limited



Authorized Representative:

Execution Copy

Appendix- Letter of Disclosure

Letter of Disclosure

This Letter of Disclosure is prepared for the capital increase of Beijing Jade Bird Educational Information Technology Co., Ltd. (the “Company”) subscribed by Prosperity Holdings Limited, and shall be used as an appendix to the Capital Increase Subscription Contract entered into by and between Prosperity Holdings Limited, shareholders of the Company and the Company,. The sequence numbers and contents of this Letter of Disclosure shall correspond to those specified in the Capital Increase Subscription Contract.

To facilitate comprehension, the disclosures made hereafter are summaries of the corresponding documents, which shall not be regarded as a complete and accurate description of the same. The contents of the original documents shall prevail.

5.1 (2)

Certificates and licenses held by the Company are as follows:

(1)	Enterprise Legal Person Business License (No. 1100001649252) issued by the Beijing Administration for Industry and Commerce on Jul. 18, 2006;

(2)	Certificate of Tax Registration (No. Xxxx Xxx Shui Hai Zi 110108759640097) issued by State Tax Bureau of Haidian District of Beijing on Apr. 9, 2004;

(3)	Certificate of Tax Registration (No. Di Shui Jing Zi 110108759640097000) issued by Local Tax Bureau of Haidian District of Beijing on Apr. 2, 2004;

(4)	Certificate of Organizational Entity Code (Code No. 75964009-7) with a period of validity commencing from Mar. 5, 2004 and ending on Mar. 2, 2008;

(5)

Permit for Running No-government Schools (No. Xxx Xxx Min 0000000000000) issued by Labor and Social Security Bureau of Haidian District of Beijing in July of 2005, where the name of the unit is Beijing Municipality Haidian District Jade Bird Information and Technology Vocational Skills Training School; the period of validity of this Certificate is four years commencing from the issuance date;

(6)	Certificate of High and New Technology Enterprise (No. Jing Xx Xxx Zi 0611008A17059) issued by Beijing Science and Technology Committee on May 28, 2006;

(7)	Registration Certificate of Social Insurance (No. She Xian Jing Zi 110108627888) issued by the Social Insurance Fund Administration Center of Haidian District of Beijing on Mar. 17, 2005;

(8)	Tianjin Branch of the Company holds:

Business License (No. 1201041010135) issued by Tianjing Administration for Industry and Commerce on Mar. 23, 2005;

Certificate of Organizational Entity Code (Code No. 77064779-1) issued by Tianjin Administration Bureau for Quality Supervision and Inspection and Quarantine with a period of validity from May 12, 2005 to Apr. 11, 2009;

Certificate of Tax Registration (No. Guo Shui Jin Zi 120104770647791) issued by State Tax Bureau of Tianjing Development District on Apr. 22, 2005;

Certificate of Tax Registration (No. Di Shui Jin Zi 120104770647791) issued by Local Tax Bureau of Tianjing Development District on Apr. 30, 2005;

Permit for Running Non-government Schools in People’s Republic of China (No. Xxx Xxx Min 1201044000310) issued by Tianjin Labor and Social Security Bureau, where name of the unit is Tianjin Beida Jade Bird Vocational Training School, the validity period of which is three years;

Private non-Enterprise Institution Registration Form (Legal Person Status) (No. Xxx Xxxxx Zi Di 060610) issued by Tianjin Administration for Social Organizations on Jul. 7, 2005, where name of the unit is Tianjin Beida Jade Bird Vocational Training School.

(9)	Chongqing Branch of the Company holds:

Business License (No. Xx Xxx 5009011901215) issued by Chongqing Administration for Industry and Commerce on Mar. 16, 2005;

Certificate of Tax Registration (No. Guo Xxxx Xx Zi 50090377177299) issued by Chongqing High and New Technology Industry Development District State tax Bureau on Apr. 11, 2005;

Certificate of Tax Registration (No. Di Shui Zi 50090377177299) issued by Chongqing High and New Technology Industry Development District Local Tax Bureau on Apr. 5, 2005;

Certificate of Organizational Entity Code (Code No. 77177729 — 9) issued by Chongqing Quality and Technical Supervision Bureau with a validity period from Apr. 7, 2005 to Apr. 7, 2009;

Permit for Running Non-government Schools (No. Xxx Xxx Min 5000003000130) issued by Chongqing Labor and Social Security Bureau on Jul. 25, 2005.

(10)	Guangzhou Branch of the Company holds:

Business License (No. Fen 4401062029325) issued by Guangzhou Administration for Industry and Commerce on Sep. 28, 2005;

Certificate of Organizational Entity Code (Code No. 78122360-1) issued by Guangzhou Quality and Technical Supervision Bureau with a validity period from Nov. 15, 2005 to Nov. 15, 2009;

Certificate of Tax Registration (No. Guo Shui Yue Zi 440100781223601) issued by Gaongzhou State Tax Bureau on Mar. 1, 2006;

Certificate of Tax Registration (No. Di Shui Yue Zi 440100781223601) issued by Gaongzhou Local Tax Bureau on Mar. 1, 2006;

Permit for Running Non-government Schools of Guangdong Branch is still in the process of application.

(11)	Xicheng Branch of the Company holds:

Business License (No. 1101021828847) issued by Beijing Administration for Industry and Commerce on Apr. 22, 2005;

Certificate of Tax Registration (No. Di Shui Jing Zi 110102774724301000) issued by Beijing Xicheng District Local Tax Bureau on May 20, 2005;

Certificate of Organizational Entity Code (Code No. 77472430-1) issued by Beijing Xicheng District Quality and Technical Supervision Bureau, which expires on May 12, 2009;

Certificate of State Tax Registration and Permit for Running Non-government Schools of Xicheng Branch are still in the process of application.

(12)	Shanghai Branch of the Company Holds:

Business License (No. 00000000000000000) issued by Shanghai Administration for Industry and Commerce, Zhabei Branch on Apr. 10, 2006;

Certificate of Organizational Entity Code (Code No. 77710623-4) issued by Shanghai Quality and Technical Supervision Bureau, which expires on Jun. 27, 2009;

Certificate of Tax Registration (No. Guo Shui Hu Zi 310108777106234) issued by Shanghai State Tax Bureau on Jul. 10, 2005;

Certificate of Tax Registration (No. Di Shui Hu Zi 310108777106234) issued by Shanghai Local Tax Bureau on Jul. 12, 2005;

Permit for Running Non-government Schools of Shanghai Branch is still in the process of application.

(13)	Hangzhou Branch of the Company holds:

Business License (No. 3301001007242) issued by Hangzhou Administration for Industry and Commerce on Aug. 17, 2005;

Certificate of Tax Registration (No. Zhe Shui Zi Hang 330100779254281) jointly issued by Hangzhou State Tax Bureau and Local Tax Bureau on Sep. 1, 2005;

Certificate of Organizational Entity Code (Code No. 77925428-1) issued by Hangzhou Quality and Technical Supervision Bureau, which expires on Aug. 25, 2009;

Permit for Running Non-government Schools of Hangzhou Branch is still in the process of application.

Certificates and licenses held by subsidiaries of the Company are as follows:

(14)	APTECH Beida Jade Bird Co., Ltd holds:

Enterprise Legal Person Business License (No. Xx Xx Xxxx Xxxx Zi Di 014196) issued by Beijing Administration for Industry and Commerce on Sep. 21, 2005;

Certificate of Approval for Establishment of Enterprises with Foreign Investment in the PRC (No. Shang Wai Zi Jing Zi [1999]0390) issued by Beijing Municipal People’s Government on Sep. 20, 2005;

Certificate of Organizational Entity Code (Code No. 71774043-6) issued by Beijing Quality and Technical Supervision Bureau;

Certificate of Foreign Exchange Registration (No. 1999000000349) issued by SAFE, Bejing Administration Department;

Registration Certificate of Social Insurance (No. She Xian Jing Zi 110108627888) issued by the Social Insurance Fund Administration Center of Haidian District of Beijing on Mar. 17, 2005;

Certificate of High and New Technology Enterprise (No. Jing Xx Xxx Zi 0611008A16793) issued by Beijing Science and Technology Committee on Jun. 8, 2006;

(15)	Yantai Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3706022810169) issued by Yantai Administration for Industry and Commerce, Xxxxx Xxxxxx on Feb. 27, 2006;

Certificate of Tax Registration (No. Lu Di Shui Zi 370602785029750) issued by Yantai Zhifu District Local Tax Bureau on Feb. 22, 2006;

Certificate of Tax Registration (No. Guo Shui Lu Zi 370602785029750) issued by Yantai Zhifu District State Tax Bureau on Mar. 6, 2006;

Certificate of Organizational Entity Code (Code No. 78502975-0) issued by Yantian Quality and Technical Supervision Bureau;

Permit for Running Non-government Schools of Yantai Jade Bird Educational Information Technology Co., Ltd is still in the process of application.

(16)	Dalian Xinghai Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. Da Gong Shang Qi Fa Zi 2102001107858) issued by Dalian Administration for Industry and Commerce on Mar. 15, 2006;

Certificate of Tax Registration (Da Guo, Di Shui Sha Zi 210204759945325) jointly issued by Dalian Municipal State Tax Bureau and Local Tax Bureau of Liangning Province;

Certificate of Organizational Entity Code (Code No. 75994532-5) issued by Dalian Municipal Quality and Technical Supervision Bureau;

Permit for Running Non-government School (No. Xxx Xxx Min 2102013000296) issued by Dalian Municipal Labor and Social Security Bureau, where name of the unit is Dalian Xinghai Beida Jade Bird Vocational Training School, the validity period of which is three years;

(17)	Zhenjiang Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3211001103466) issued by Zhenjiang Administration for Industry and Commerce of Jiangsu Province on Mar. 9, 2006;

Certificate of Tax Registration (No. Su Guo Xxxx Xxxx Zi 321100784958494) issued by Zhenjiang Municipal State Tax Bureau of Jiangsu Province on Mar. 9, 2006;

Certificate of Tax Registration (No. Su Di Xxxx Xxxx Zi 321100784958494) issued by Zhenjiang Municipal Local Tax Bureau of Jiangsu Province on Mar. 9, 2006;

Certificate of Organizational Entity Code (Code No. 78495849-4) issued by Zhenjiang Quality and Technical Supervision Bureau of Jiangsu Province;

Permit for Running Non-government Schools (No. Xxx Xxx Min 211004000011) issued by Zhenjiang Municipal Labor and Social Security Bureau on September 7, 2006, where name of the unit is Zhenjiang Beida Jade Bird APTECH Vocational Training School, the validity period of which is five years.

(18)	Chengdu Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 5101041902301) issued by Chengdu Municipal Jinjiang Administration for Industry and Commerce on Mar. 12, 2006;

Certificate of Tax Registration (No. Xxxxx Xxx Shui Zi 510104785429543) issued by State Tax Bureau of Jinjiang District, Chengdu of Sichuan Province on March 24, 2006;

Certificate of Tax Registration (No. Xxxxx Xxxx 51010478542954-3) issued by the first branch of Local Tax Bureau of Chengdu of Sichuan Province on March 24, 2006;

Certificate of Organizational Entity Code (Code No. 78542954-3) issued by Chengdu Municipal Quality and Technical Supervision Bureau, Zhenjiang Branch;

Permit for Running Non-government Schools (No. Xxx Xxx Min 2255A05540147) issued by Chengdu Municipal Labor and Social Security Bureau on July 13, 2006, where name of the unit is Chengdu Jade Bird Information and Technology School, the validity period of which is two years.

(19)	Shenzhen Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 4403011223302) issued by Shengzhen Municipal Administration for Industry and Commerce on Apr. 25, 2006;

Certificate of Organizational Entity Code (Code No. 78832483-5) issued by Shenzhen Municipal Quality and Technical Supervision Bureau;

Certificate of Tax Registration (No. Guo Xxxx Xxxx Zi 440301788324835) issued by Shenzhen Municipal State Tax Bureau;

Certificate of Tax Registration (No. Shen Di Xxxx Xxxx Zi 440301788324835) issued by Shenzhen Municipal Local Tax Bureau;

Permit for Running Non-government School of Shenzhen Jade Bird Educational Information Technology Co., Ltd. is still in the process of application.

(20)	Nantong Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3206001108585) issued by Nantong Administration for Industry and Commerce of Jiangsu Province on Feb. 21, 2006;

Certificate of Organizational Entity Code (Code No. 78438804-9) issued by Jiangsu Provincial Quality and Technical Supervision Bureau;

Certificate of Tax Registration (No. Su Di Xxxx Xxxx Zi 320601784388049) jointly issued by Nantong Municipal State Tax Bureau, the First Branch and Nantong Municipal Local Tax Registration, the Second Branch on Feb. 21, 2006;

Permit for Running Non-government Schools (No. Jiao Min 3206027ZX0020) issued by the Education and Sports Bureau of Chongzhou District, Nantong Municipal on September 16, 2006, where name of the unit is Naotong Chongzhou Beida Jade Bird Computer Training Center, the validity period of which is one year.

(21)	Hefei Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3401001007212) with an issuance date of Feb. 27, 2006;

Certificate of Organizational Entity Code (Code No. 78493005-3) issued by Heifei Municipal Quality and Technical Supervision Bureau;

Certificate of Tax Registration (No. He Guo Yaohai Guo Shui Zi 340102784930053) issued by Yaohai District State Tax Bureau, Hefei of Anhui Province on Mar. 7, 2006;

Certificate of Tax Registration (No. Di Shui He Zi 340102784930053) issued by Yaohai District Local Tax Bureau, Hefei of Anhui Province on Mar. 7, 2006;

Permit for Running Non-government School (No. Xxx Xxx Min 3401003100655) issued by Hefei Municipal Labor and Security Bureau on Apr. 17, 2006, where name of the unit is Hefei Jade Bird Vocational Training School, the validity period of which is three.

(22)	Shenyang Jade Bird Educational Information Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 2101031150104) issued by Shenyang Municipal Administration for Industry and Commerce on Feb. 14, 2006;

Certificate of Organizational Entity Code (Code No. 78455670-0) issued by Shenyang Municipal Quality and Technical Supervision Bureau;

Certificate of Tax Registration (No. Shen Di Shui Xx Xxxx He Branch 210103784556700) issued by Shenyang Municipal Local Tax Bureau on Mar. 2, 2006;

Certificate of Tax Registration (No. Shen He Guo Shui Zi 210103784556700) issued by Shenyang Municipal State Tax Bureau on Mar. 2, 2006;

Permit for Running Non-government School (No. Xxx Xxx Min 2101017220315) issued by Shenyang Municipal Education Bureau on Jun. 2, 2006, where name of the unit is Shenyang BENET Computer Training Center, which expires on Jun. 1, 2008.

(23)	Qingdao Jade Bird IT Information Co., Ltd. Holds:

Enterprise Legal Person Business License (No. 3702022919318) issued by Qingdao Municipal Administration for Industry and Commerce, Shinan Branch on May 31, 2006;

Certificate of Organizational Entity Code (Code No. 78759823-6) issued by Qingdao Municipal Quality and Technical Supervision Bureau;

Certificate of Tax Registration (No. 370202787598236) jointly issued by Shandong Qingdao Municipal State Tax Bureau and Local Tax Bureau on Jul. 7, 2006;

Permit for Running Non-government School (No. Xxx Xxx Min 10201510) issued by Qingdao Municipal Labor and Security Bureau on September 6, 2006, where name of the unit is Qingdao Beida Jade Bird Vocational Training School.

(24)	Xiamen Jade Bird IT Information Co., Ltd. Holds:

Enterprise Legal Person Business License (No. 3502031101135) issued by Xiamen Municipal Administration for Industry and Commerce on Jun. 5, 2006;

Certificate of Tax Registration (No. Xia Guo Shui Si Zi 350203784187335) issued by Xiamen Municipal State Tax Bureau on Jun. 20, 2006;

Certificate of Tax Registration (No. Xia Di Xxxx Xxxxx Zi 350203784187335) issued by Xiamen Municipal State Tax Bureau on Jun. 16, 2006;

Certificate of Organizational Entity Code (Code No. 78418733-5) issued by Xiamen Municipal Quality and Technical Supervision Bureau;

Permit for Running Non-government School (No. Xxx Xxx Min 3502036206005) issued by Xiamen Municipal Labor and Security Bureau on September 12, 2006, where name of the unit is Xiamen Zhongshan Beida Jade Bird Vocational Training School, the validity period of which is three years.

(25)	Kunming Gold Bird Educational Information Co., Ltd. holds:

Enterprise Legal Person Business License (No. 5301002521909) issued by Yunnan Kunming Municipal Administration for Industry and Commerce on May 15, 2005;

Certificate of Organizational Entity Code (Code No. 78737422-4) issued by Yunnan Kunming Municipal Quality and Technical Supervision Bureau;

Certificate of Tax Registration (No. Dian Di Shui Kun Zi 530102787374224) issued by Kunming Wuhua District Local Tax Bureau on may 24, 2006;

Certificate of Tax Registration (No. Xxxx Xxx Shui Zi 530102787374224) issued by Kunming Wuhua District State Tax Bureau on may 25, 2006;

Permit for Running Non-government School of Kunming Gold Bird Educational Information Co., Ltd. is still in the process of application.

(26)	Yangzhou Beida Jade Bird Information and Technology Co., Ltd. holds;

Enterprise Legal Person Business License (No. 3210911400385) issued by Jiangsu Yangzhou Municipal Administration for Industry and Commerce on Jun. 7, 2006;

Certificate of Tax Registration (No. Zu Di Xxxx Xxxx Zi 321001787679896) issued by Yangzhou Municipal Local Tax Bureau on Jun. 14, 2006;

Certificate of Organizational Entity Code (Code No. 8767989-6) issued by JiangsuYangzhou Municipal Quality and Technical Supervision Bureau;

Certificate of State Tax Registration and Permit for Running Non-governments School are still in the process of application.

(27)	Fuzhou Jade Bird Information and Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3501002028311) issued by Fuzhou Municipal Administration for Industry and Commerce on July 28, 2006;

Certificate of Tax Registration (No. Rong Shui Zi 350100791763695) jointly issued by the State Tax Bureau and Local Tax Bureau of Gulou District, Fuzhou Municipal on April 15, 2006;

Certificate of Organization Entity Code (Code No. 79176369-5) issued by Fuzhou Municipal Quality and Technical Supervision Bureau;

Permit for Running Non-government School (No. Xxx Xxx Min 3501016206004) issued by Fuzhou Municipal Education Bureau on September 15, 2006, where name of the unit is Fuzhou Beida Jade Bird Vocational Training School, which expires on September 15, 2009.

(28)	Hangzhou Jade Bird Educational Information and Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3301001007845) issued by Hangzhou Municipal Administration for Industry and Commerce on April 11, 2006;

Certificate of Tax Registration (No. Zhe Shui Lion Zi 330100790940397) jointly issued by the State Tax Bureau and Local Tax Bureau of Zhejiang Province on October 10, 2006;

Certificate of Organization Entity Code (Code No. 79094039-7) issued by Hangzhou Municipal Quality and Technical Supervision Bureau.

Permit for Running Non-government School of Hangzhou Jade Bird Educational Information and Technology Co., Ltd. is still in the process of application.

(29)	Shanghai Qingda Computer Technology Co., Ltd. holds:

Enterprise Legal Person Business License (No. 3101151020246) issued by the Pudong Branch of Shanghai Municipal Administration for Industry and Commerce on July 13, 2006;

Certificate of Tax Registration (No. Di Shui Hu Zi 310115791428600) issued by the Shanghai Municipal Local Tax Bureau on April 7, 2006;

Certificate of Organization Entity Code (Code No. 79142860-0) issued by Shanghai Municipal Quality and Technical Supervision Bureau.

Permit for Running Non-government School of Shanghai Qingda Computer Technology Co., Ltd. is still in the process of application.

5.1(3)

(1)	In connection with Capital Contribution Agreement and Articles of Association of the Company, Beijing Beida Jade Bird Co., Ltd (the “BDH”) and Xxxx Xxxx entered into the Supplementary Agreement on Dec. 1, 2003;

(2)	Beijing Peking University Education Investment Co., Ltd (the “PUEI”), BDH and Xxxx Xxxx entered into the Special Agreement in 2006.

5.1(5)

Please refer to issues disclosed in 5.1 (6).

5.1 (6)

(1)	Shareholders Meeting of PUEI has adopted the Resolution of the Shareholders Meeting on October 20, 2006;

(2)	Shareholders Meeting of the Company has adopted the Resolution of the Shareholders Meeting on October 22, 2006;

5.1(9)

Unaudited Balance Sheet of the Company up to the date of Jun. 30, 2006.

5.1(10)

Arbitration and litigation situation of the Company:

(1)	Two arbitration case between Beijing APTECH Jade Bird Co., Ltd (“Beijing APTECH”) and Beijing Huayu Net Technology Development Co., Ltd. (“Huayu Net”)

On Sep. 21, 2005, Beijing Arbitration Committee rendered arbitral awards of No. (2005) Xxxx Xxxxx Xxx Xx Di 0693 and No. 0694, which Huayu Net refused to execute. In Nov. of 2005, Beijing APTECH applied to the People’s Court of Beijing Daxing District, where Huayu Net was located, for the enforcement of the arbitral awards. Execution Division of the Daxing Court froze Huayu Net’s account, where there is cash of about RMB 140,000 in it, at Ever Bright Bank on Mar. 30, 2006. Huayu Net has handed over education discs and other articles to the Court, and the cash mentioned above has been transferred to the Court’s bank account. In addition, Huayu Net warranted that it would pay part of the money under the enforcement before Jul. 12, 2006. As of the date of this Disclosure, Huayu Net has paid RMB 239,297 Yuan for enforcement.

(2)	One arbitration case between Beijing APTECH and Beijing Huayu Tiandi International Education Co., Ltd.

On Jun. 1, 2006, Beijing Arbitration Committee made a decision of No. (2006) Xxxx Xxxxx Che Zi Di 0163.

(3)	Three arbitration cases between Beijing APTECH and Huayu Net

On Jul. 1, 2006, Beijing Arbitration Committee rendered arbitral awards of No. (2006) Xxxx Xxxxx Xxx Xx Di 0615, 0538, 0537.

(4)	Lawsuit between Beijing APTECH and Qingdao Huayu Tiandi Information Technology Co., Ltd., Qingdao Huyu Information Management Training School (under preparation), Huayu Net

Qingdao Municipal Intermediate People’s Court of Shandong Province made a judgment numbered (2005) QingMin San Xxx Xx Di 503 on Oct. 24, 2005.

Beijing APTECH has appealed the judgment to Higher People’s Court, and no judgment of the Court in respect thereof has been made.

Administrative penalties that the Company are involved in:


Company	Causes	Year	Amount of the Penalty (unit: thousand)	Notes
Beijing APTECH	Taxes	2005	5.48648	None
Dalian Xinghai Jade Bird Educational Information Technology Co., Ltd.	Advertisement	2006	40	None
Yantai Jade Bird Educational Information Technology Co., Ltd.	Penalty made by the company registry	2006	5	None
The Company	Fire Inspection	2004	1	None
Xicheng Branch of the Company	Administrative penalty	2006	3	Caused by the misfeasance of an employee, who is solely liable for such penalty.

5.1 (11)

(1)	Preferential Income Taxes: on Jul. 24, 2007, Haidian District Sate Tax Bureau of Beijing issued the Approval for Application of Beijing APTECH Jade Bird Co., Ltd. for Enjoying Income Tax Reduction and Exemption as a High and New Technology Enterprise (No. Hai Huo Shui Xxxx Xxxx Xxx [2002] 4090);

(2)

Tax disposition order or tax administrative penalty decision: on Sep. 16, 2005, Tax Inspection Division of Handian District Local Tax Bureau of Beijing issued a Tax Disposition Order (No. Hai Di Xxxx Xxx Li [2005] 230); on Sep. 16, 2005, Tax Inspection Division of Handian District Local Tax Bureau of Beijing issued a Tax Administrative Penalty Decision (No. Hai Di Xxxx Xxx Fa [2005] 147).

5.1(12)

(1)	List of Franchise Contracts

ACCP


No.	Name of Companies	Term of Contracts

1.	Changsha Niuer Information Technology Co., Ltd.	18/05/2001—17/05/2010

2.	Changsha Wodun Software Education Centre	08/08/2004—08/07/2008

3.	Changsha Feixun Information Technology Co., Ltd.	20/06/2006—19/06/2011


4.	Zhuzhou Aote Science and Technology Electronic Products Co., Ltd	18/11/2002—17/11/2006

5.	Ziangtan Jinbeifan Education Group	30/07/2003—29/07/2007

6.	APTECH Beida Jade Bird Chenzhou Ketai Franchise Training Centre	31/12/2003—30/12/2007

7.	Hengyang Nanfang Software Training School	16/09/2004—16/09/2008

8.	Yueyang Haina Software Education Training School	12/07/2004—12/07/2008

9.	Changde Zhicheng Software Training Centre	29/12/2005—28/11/2010

10.	Shaoyang Yixing Technology School	24/06/2004—23/06/2011

11.	Guangdong Guangli Technology Co., Ltd.	08/07/2001—07/07/2010

12	Guangzhou Keyuan Computer Information Technology Co., Ltd.	01/03/2005—28/02/2010

13.	Shenzhen Xinshi Technology Development Co., Ltd.	09/07/2005—08/07/2010

14.	Shenzhen Nanshan District Zhongqing Information Technology Vocational Training Centre	09/07/2005—08/07/2009



15.	Shenzhen Luohu Kunpeng Vocational Training Center	22/01/2006—21/01/2011

16.	Shenzhen Jiahu Information and Technology Co., Ltd.	08/09/2006—07/09/2006

17.	Zhuhai Qiancheng Vocational Training School	23/05/2001—22/05/2010

18.	Shantou Xinghe Computer Information Technology Co., Ltd.	30/11/2002—30/11/2006

19.	Guangdong TeleCom Industry Croup Huizhou Co., Ltd	20/07/2003—19/07/2007

20.	Zhongshan Zhongnan SoftwareVocational Training School	18/06/2004—17/06/2008

21.	Wuhan Ruijie Information Management Co., Ltd	20/08/2001—19/08/2010

22.	Wuhan Renjie Information Training Centre	26/08/2001—25/08/2010

23.	Wuhan Saide Information Technology Co., Ltd.	18/07/2004—18/07/2008

24.	Wuhan Chuangmei Information Technology Development Co., Ltd.	20/02/2005—19/02/2009

25.	Wuhan Hongpeng Information Technology Co., Ltd.	24/06/2006—23/06/2011

26.	Yichang Sirui Computer Vocational Skill Training School	01/09/2003—31/08/2007



27.	Wuhan Huateng Information Technology Co., Ltd.	08/08/2005—31/08/2009


28.	Jingzhou Beiruan Information Technology Co., Ltd.	18/04/2006—17/04/2011

29.	Xxxxxxx Xxxxx Technology Training School	09/11/2006—19/08/2006

30.	Chongqing Zuxia Science and Technology Co., Ltd.	20/08/2005—19/08/2009

31.	Sichuan West Celebrity Chamber Co., Ltd.	31/12/2001—30/12/2010





32.	Chengdu Jinchen Software Training Centre	01/08/2005—31/07/2009

33.	Sichuan Shidai College	13/06/2006—12/06/2011



34.	Kunming Dingdian Information Technology Co., Ltd.	30/01/2003—29/01/2007

35.	Nanning Zhuangyuanlang Vocational Training School	16/03/2005—15/03/2009

36.	Liuzhou Longteng Vocational Training School	01/01/2006—31/12/2010

37.	Guizhou Tianji Computer Vocational Skill Training School	26/08/2005 — 25/08/2009

38.	Fuzhou Santuo Computer Co., Ltd	10/04/2003—31/12/2006

39.	Fuzhou Lide Vocational Training School	31/01/2003 —30/01/2007

40.	Xiamen Bangchu Information Technology Co., Ltd.	24/08/2001—23/11/2010

41.	Shanghai Amateurism Science and Technology College	09/01/2002—08/01/2011

42.	Shanghai Qinghui Education Software Science and Technology Co., Ltd.	26/07/2004—25/07/2008

43,	Shanghai Fuxin Information Technology Co., Ltd.	05/07/2006—04/07/2011

44.	Shanghai Yueno Information and Technology Co., Ltd.	09/08/2006—08/08/2011

45.	Nanjing Pulei Information Training School	21/09/2001—20/02/2011

46.	Nanjing Xietong Computer Information Net Co., Ltd.	18/10/2003—17/10/2007

47.	Nanjing Jingcheng Information Technology Co., Ltd.	10/01/2006—09/01/2010

48,	Wuxi Jade Bird Computer Education Co., Ltd.	21/06/2006—20/06/2011

49.	Wuxi New District Ousuo Software Co., Ltd.	18/07/2001—17/07/2010

50.	Suzhou Computer Personnel Training Center	15/10/2001—14/10/2010

51.	Nantong Science and Technology Personnel Training College	20/10/2001—19/11/2010

52.	Changzhou Qinruan Information Technology Co., Ltd.	18/10/2002—17/10/2006



53.	Xuzhou Zhongbo Software Co., Ltd	26/02/2003—25/02/2007

54.	Xuzhou Xinglin Information Technology Co., Ltd.	22/08/2005—21/08/2009

55.	Jiangxi Feichuang Education Co., Ltd.	15/02/2003—16/02/2007

56.	Hebei Xinlong Information Technology Vocational Training School	01/04/2002—31/03/2011

57.	Beijing Xinbeigao Education Science and Technology Co., Ltd	26/09/2002—25/09/2006

58.	Tangdhang Hongji Vocational Training School	01/03/2004—28/02/2008

59.	Qinhuangdao Shengbang Vocational Training School	07/04/2004—06/04/2008

60.	Handan Aoxiang Information Technology Co., Ltd.	08/03/2006—07/03/2011



61.	Zhengzhou Jinshui District Huiwen Education Training School	25/05/2002—24/05/2006

62.	Henan Huarui Information Technology Co., Ltd.	09/06/2006—08/06/2011

63.	Tianjin Jietong Century Net Science and Technology Co., Ltd	08/03/2006—07/03/2011

64.	Tianjin Lanbaijin Computer Education Co., Ltd.	12/07/2001—11/07/2010

65.	Beijing Chaoyang District Zhaoyang Software Education Training School	18/05/2006—17/05/2011

66.	Jinan Gaoxin Shichuang Software Engineering Co., Ltd	16/10/2001—15/10/2010

67.	Qingdao Zhongxin Science and Technology Specialization School	01/07/2003—01/07/2007

68.	Xi’an Zhaolong Computer Training Center	10/08/2003—09/08/2007

69.	Xi’an Xxxxx Dstrict APTECH Jade Bird Bicheng Franchise Training School	01/01/2003—31/12/2006

70.	Taiyuan Yilong Science and Technology Development Co., Ltd.	18/02/2003—17/02/2007

71.	Gansu Siwei Education Software Co., Ltd	15/10/2001—14/10/2010

72.	Harbin Nangang District Compass Computer Training School	18/08/2003—17/08/2007

73.	Daqing Beida Jade Bird APTECH Computer Training School	18/08/2003—17/08/2007

74.	Chuangchun Dongrun Science and Trade Co., Ltd.	18/09/2001—17/09/2010

75.	Jilin Zhiben Dongli Computer Information Technology Co., Ltd.	19/06/2002—18/06/2006









76.	Shenyang Kaitian Information Technology Training Center	20/03/2002—20/03/2011

77.	Chaoyang Tianlu Information and Technology Service Co., Ltd.	27/09/2006—26/09/2011

78.	Beijing Jiayin Flagship Science and Technology	26/12/2003—25/12/2007

79.	Beijing Zhaoyang Technology Training Center	19/06/2006—18/06/2011

80.	Beijing Chaoyang Zhaoyang Software Education and Training School

81.	Beijing Peking University Education Investment Co., Ltd.	28/02/2004—27/02/2008

82.	Beijing Tangcheng Information Technology Co., Ltd.	19/03/2005—18/03/2009

83.	Beijing Tiancan Information Technology Co., Ltd.	18/02/2005—17/02/2009

84.	Beijing Hexin Yongxin Software Service Co., Ltd.	03/04/2005—02/04/2009

85.	Beijing Beijing Yuanfan Information Technology Co., Ltd.	29/06/2005—28/06/2009

86.	Inner Mongolia Zhongshan Software Specialization College	01/12/2002—30/11/2006



87.	Urumchi Yingjie Computer Training School	19/02/2005—18/02/2009

BENET


No.	Name of Companies	Validity Period

1.	Zhuhai Qiancheng Vocational Training School	01/07/2004—30/06/2009



2.	Guangzhou Meicheng Education Information Co., Ltd.	10/11/2004—10/11/2009

3.	Guangzhou Xiangji Lide Science and Technology Co., Ltd.	06/11/2005—05/11/2010

4.	Shenzhen Xinshi Science and Technology Development Co., Ltd.	01/05/2004—01/05/2009

5.	Shenzhen Nanshan District Zhongqing Information Technology Vocational Training Co., Ltd.	08/02/2006—07/02/2011



6.	Shenzhen Jiahua Information Technology Co., Ltd.	12/03/2006—11/03/2011

7.	Guizhou Tianji Computer Vocational Skill School	14/03/2006—13/03/2011

8.	Hunan Shida Chemical Industry Development Co., Ltd/	18/05/2004—17/05/2009

9.	Changsha Shili Commercial Service Co., Ltd.	18/06/2005—17/06/2010

10.	Zhuzhou Aote Science and Technology Electronic Products Co., Ltd.	20/09/2004—19/09/2009

11.	Xiangtan Jinfan Education Group	16/06/2006—15/06/2011

12.	Wuhan Guanggu Vocational Skill Training Centre	06/07/2004—05/07/2009

13.	Wuhan Mingsheng Electronic Information Technology Co., Ltd.	18/06/2005—17/06/2010

14.	Xiangfan Hengrui Vocational Training Centre	21/01/2006—20/01/2011

15.	Yichang Qianshuo Computer Information Technology Co., Ltd.	09/02/2006—08/02/2011

16.	Nanjing Xietong Computer Information Net Co., Ltd.	01/08/2004—31/07/2009

17.	Suzhou Industry Park Yiyang Science and Technology Co., Ltd.	23/09/2004—22/09/2009

18.	Wuxi Zhiyuan Computer Education Co., Ltd.	29/11/2005—28/11/2010

19.	Xuzhou Lanhai Computer Training Centre	23/04/2006—22/04/2011

20.	Hangzhou Pioneer Net Technology Education Training Co., Ltd.	29/03/2004—29/03/2009

21.	Hangzhou Hantian Net Science and Technology Co., Ltd.	19/11/2004—18/11/2009

22.	Hangzhou Sanjie Information Technology Co., Ltd.	17/04/2006—16/04/2011

23.	Ningbo Noxiang Vocational Training School	01/08/2005—31/07/2010

24.	Shanghai Xianrui Computer Technology Training Co., Ltd.	01/08/2004—30/07/2009

25.	Shanghai Yundeng Computer Science and Technology Co., Ltd.	10/10/2004—09/10/2009

26.	Shanghai Yundeng Computer Science and Technology Co., Ltd.	31/03/2005—30/03/2010

27.	Shanghai Desheng Culture Refreshment School	20/11/2004—19/11/2009

28.	Beijing North Huateng Technology Training Centre	20/07/2004—19/07/2009



29.	Beijing Guohuayuan Education Information Co., Ltd.	16/08/2004—01/10/2009

30.	Beijing Xuezhitang Culture Education Training Co., Ltd.	26/10/2004—25/10/2009

31.	Beijing Sinuo Xianglun Science and Technology Co., Ltd	28/12/2004—27/12/2009

32.	Beijing Qinchi Science and Technology Development Co., Ltd.	11/11/2004—10/11/2009

33.	Beijing Jiayin Flagship Science and Technology Development Co., Ltd.	31/12/2004—30/12/2009

34.	Beijing Xxxx Xxxxx Information Technology Co., Ltd.	19/02/2005—18/02/2010

35.	Beijing Boke United Net Information Technology Co., Ltd.	08/06/2005—07/06/2010

36.	Beijing Kehai Rixing Technology Training Co., Ltd.	06/06/2005—05/06/2010

37.	Beijing Zhiyuan Xunjie Technology Co., Ltd.	25/09/2005—24/09/2010

38.	Beijing Jingcheng United Net Education Science and Technology Co., Ltd.	30/06/2006—29/07/2011

39.	Beijing Zhibohengyuan Technology Co,. Ltd.	18/08/2006—17/08/2011

40.	Xi’an Zhaolong Computer Training Centre	02/11/2004—01/11/2009

41.	Gansu Xiyu Xiangyun Vocational Training School	18/06/2005—17/06/2010



42.	Harbin Nangang District Compass Computer Training School	18/05/2004—17/05/2009

43.	Daliang maocin Science and Technology Training School	25/03/2005—24/03/2010

44.	Liancheng Dongchengfu District Sichuang Computer Training Co., Ltd.	25/03/2005—24/03/2010

45.	Yizhou Liangzhong Science and Technology Co., Ltd.	28/08/2004—28/08/2009

46.	Zhengzhou Xiangtian Homing Pigeon Science and Technology Co., Ltd.	10/02/2006—09/02/2011

47.	Luoyang Hongzhuo Electronic Information Technology Co., Ltd.	05/07/2006—04/07/2011

48.	Heibei Shengban Information Co., Ltd.	17/08/2006—16/08/2011

49.	Tianjing Longhe Science and Technology Development Co., Ltd.	04/04/2006—03/04/2011

BETEST


No.	Name of Companies	Term of Contracts



1.	Beijing Test Times Xinxi Information Technology Co., Ltd.	01/10/2005—30/09/2010

2.	Beijing Chunyou Pilotage Science and Technology Co., Ltd	01/04/2006—31/03/2011

3.	Beijing Test Space Science and Technology Co., Ltd	26/01/2006—25/01/2011

4.	Zhuhai Qiancheng Vocational Training School	01/09/2005—31/08/2010

5.	Shenzhen Futian District Xinshi Vocational Training Centre	06/04/2006—05/04/2011

6.	Wuhan Feilong Information Technology Co., Ltd.	16/01/2006—15/01/2011

Franchise Contracts that have been signed but not performed:


Name of Companies	Signing Date	Term of Contracts	Franchised Products	Current Status





Nanjing Sibida Education Co., Ltd.	23/08/2006	23/11/2006—22/11/2011	ACCP	With the second batch of start-up materials delivered.
Shanghai Rongwei Information and Technology Co., Ltd.	24/08/2006	16/12/2006—15/12/2011	ACCP	With the second batch of start-up materials delivered.
Dongguang Yuanjian Software Technology Development Co,. Ltd.	16/09/2006	16/12/2006—15/12/2011	ACCP	With the first batch of start-up materials delivered.
Xi’an Hesheng Printing Co., Ltd.	20/09/2006	20/12/2006—19/12/2011	ACCP	With the first batch of start-up materials delivered.
Shenzhen Weiwen Investment Development Co., Ltd.	28/09/2006	28/12/2006—27/12/2011	ACCP	With the first batch of start-up materials delivered.
Fujian Saidi Net Co., Ltd.	26/09/2006	26/12/2006—25/12/2011	ACCP	With the first batch of start-up materials delivered.


Yantai Branch of Beijing Zhongxing Yuandong Technology Development Co., Ltd.	12/10/2006	12/01/2007—11/01/2012	BENET	With the first batch of start-up materials delivered.
Jiangsu Leidu Education Co., Ltd.	08/09/2006	08/12/2006—07/12/2011	BENET	With the first batch of start-up materials delivered.

(2)	House Lease Contracts


No.	Name of Companies	Signing Date	Term of Contracts

1.	Shanghai Higher Learning Institution Rear Service Center	23/03/2006	18/05/2006—17/05/2011

2.	Fuzhou Industry Exhibition Plaza Co., Ltd.	24/03/2006	20/03/2006—19/03/2010

3.	Beijing Anzhen Century Realty Co., Ltd Yangzhou Branch	31/03/2006	05/05/2006—04/05/2011

4.	Kunming Sport Industry Development Center	2006	05/01/2006—05/02/2011

5.	Xiamen Baoheng Trading Co., Ltd.	24/03/2006	15/03/2006—14/03/2010

6.	Qingdao Huayin Real Estate Development Co., Ltd.	15/03/2006	01/05/2006—30/04/2011

7.	Beijing Peng’an Science and Technology Xxxxxxx Co., Ltd.	22/03/2005	22/03//2005—11/04/2010

8.	Tianjin Communication Administration Service Center	23/01/2005	24/01/2005—24/01/2008

9.	Chongqing Wanma Industrial Co. Ltd	25/12/2004	25/12/2004—25/12/2009

10.	Guangzhou Xingzheng Industrial Co., Ltd.	01/07/2005	01/08/2005—31/07/2010

11.	Beijing Peony Electronic Group Co., Ltd.	2005	01/01/2005—31/12/2009

12.	Shanghai Youth Center	02/02/2005	01/03/2005—28/02/2010

13.	Hangzhou Westlake Science and Technology Growth Co. Ltd.	25/05/2005	01/06/2005—14/06/2010

14.	Trading Center of Yantai Development Zone	18/01/2006	20/02/2006—19/02/2011

15.	Xxx Xxxxxxx	17/01/2006	01/04/2006—31/03/2011

16.	Zhenjiang Keda Rear Service Assets Management Company	23/12/2005	10/02/2006—10/02/2011

17.	Fifth Research Institute of Electronic Communication	04/01/2006	20/02/2006—19/02/2011



18.	Shenzhen Xxxx Xx Logistics Group Holdings Co., Ltd.	20/01/2006	01/02/2006—28/02/2009

19.	Guangzhou Liyuan Property Management Co., Ltd.	23/03/2005	01/03/2005—14/05/2009



20.	Nantong Department Store Co., Ltd.	01/01/2006	04/02/2006—03/02-2011

21.	Hefei Worker’s Cultural Complex	27/12/2005	25/12/2005—24/12/2010

22.	Shenyang Hengji Industrial Co., Ltd.	28/12/2005	01/03/2006—28/02/2011

23.	Beijing Jingdu Ronghua Property Management Co., Ltd.	12/10/2002	12/10/2002—11/10/2007

(3)	Teaching Materials Printing Contracts

Beijing APTECH and Zhuhai Hamah Industrial Co., Ltd. entered into ACCP Enlightening Star Printing Contract, BETEST Printing Contract, ACCP Printing Contract and BENET Printing Contract on Dec. 28, 2005.

(4)	Purchase Contract

Beijing APTECH and Shenzhen Founder Information System Co., Ltd. entered into Project Beda Jade Bird Sale Contract on Dec. 22, 2005.

(5)	AD Contract

Beijing APTECH and Beijing Yibang Zongheng Ad-agency Co., Ltd. entered into contract on Feb. 28, 2006;

Beijing APTECH and Beijing Yibang Zongheng Ad-agency Co., Ltd. entered into Ad-release contract on Apr. 21, 2006;

(6)	Public Relation Contract

Beijing APTECH and Beijing Pinovate Consulting Co., Ltd. entered into PR Agency Contract on Jan. 28, 2006.

(7)	WDP Contract

Beijing APTECH and Beijing Oracle Software System Co., Ltd. entered into Oracle Workforce Development Program (“WDP”) Contract.

5.1 (13)

(1)	Related transaction between or among the Company and its shareholders or its related companies

In 2006, the Company and Beijing Beida Jade Bird Software System Company entered into Trade Xxxx Registration and Licensing Agreement;

The Company, Beijing APTECH and Guangzhou Beida Jade Bird Education Information Co., Ltd, Shanghai Beida Jade Bird Educational Information Technology, Beijing Beida Jade Bird Co., Ltd. entered into Share Transfer Agreement on Mar. 18, 2005; and entered into Supplementary Agreement on Mar. 31, 2005.

Beijing APTECH and PUEI entered into Single Spot Franchise Training Agreement on Nov. 26, 2003;

Other related transaction:

The Company entered into a contract with Beijing Beida Jade Bird Co., Ltd. on Mar. 3, 2005, with a sum receivable of RMB 2.24 million.

(2)	Related Transaction between the Company and Beijing APTECH

The Company and Beijing APTECH entered into Franchise Agreement of Training Program on Jan. 16, 2005;

The Company and Beijing APTECH entered into Adjusted Agreement of the Licensed Business on Dec. 16, 2005;

The Company and Beijing APTECH entered into Franchise Agreement on Curriculum Exchange within the territory of China on Dec. 20, 2005;

The Company and Beijing APTECH entered into BETEST (Software Test) Products, IP Transfer Contract.

5.1 (14)

Beijing APTECH is the legal register of the following registered trade marks:

(1)	Trade Xxxx of No. 3135109

(2)	Trade Xxxx of No. 3135113

(3)	Trade Xxxx of No. 3135114

(4)	Trade Xxxx of No. 3133936

(5)	Trade Xxxx of No. 3133937

(6)	Trade Xxxx of No. 3140170

(7)	Trade Xxxx of No. 3140172

(8)	Trade Xxxx of No. 3135107

(9)	Trade Xxxx of No. 3140168

(10)	Trade Xxxx of No. 3140173

(11)	Trade Xxxx of No. 3140165

(12)	Trade Xxxx of No. 3140167

(13)	Trade Xxxx of No. 3140166

(14)	Trade Xxxx of No. 3140164

The Company currently is licensed to use the trademarks of no. (1) to no. (8) listed above.

For information of litigation and arbitration in connection with the IP, please refer to 5.1(10).

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Contract By and Among Beijing Jade Bird Educational Information Technology Co., Ltd. Beijing Peking University Education Investment Co., Ltd. And Prosperity Holdings Limited On Subscription to Capital Increase Of Beijing Jade Bird Educational...

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