Assignment Agreement
Exhibit 10.6
This Assignment Agreement is made and entered into by and among the parties listed below dated on August 4, 2009 in Beijing.
Party A: XX Xxxxx Education Investment and Management Limited, a limited liability company which is established under the law of Hong Kong Special Administrative Region (“XX Xxxxx”).
Party B:Tianjin Xxxxx Education Consultancy Co., Ltd., a wholly foreign-owned enterprise incorporated in accordance with the PRC Law (“WFOE”)
Party C: Xxxxxxxx Xx, a citizen of China with Chinese identification Card No. 000000000000000000
Party D: Xxx Xx, a citizen of China with Chinese identification Card No. 41071119640703102X
Party E: Beijing Xxxxx Education Investment and Management Limited, limited liability company which is established under the law of PRC (“Beijing Xxxxx”).
WHEREAS,
On January 4, 2008, XX Xxxxx, Beijing Xxxxx, Xxx Xx and Xxxxxxxx Xx entered into a series of agreements including loan agreement, management and service agreement, share option agreement, share pledge agreement and power of attorney (“Original Contractual Arrangements”).
WFOE is the wholly-owned subsidiary directly owned by XX Xxxxx within the territory of the People’s Republic of China. In order to run the business of XX Xxxxx operatively in China, XX Xxxxx desires to assign all of its rights and obligations under Original Contractual Arrangements to WFOE. WFOE desires to accept the same.
It is agreed as follows:
| 1. | XX Xxxxx does hereby assign any and all of its rights and obligations under the Original Contract Arrangements to WFOE in which case WFOE shall have the rights and obligations as if it were the original party to the Original Contractual Arrangements. WFOE does hereby agree and confirm to accept the same. |
| 2. | Party C, Party D and Party E will do its reasonable commercial endeavors to cooperate XX Xxxxx for execution of relevant agreements or other documents relating to this assignment as XX Xxxxx’x request. |
| 3. | Party B, Party C, Party D and Party E agree to update the Original Contract Arrangement in the form satisfactory to XX Xxxxx as follows: |
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| 3.1 | On August 4, 2009, WFOE entered into Loan Agreement with the shareholders of Beijing Xxxxx which superseded the Loan Agreement entered into by and among XX Xxxxx and the shareholders of Beijing Xxxxx dated on January 4, 2008; |
| 3.2 | On August 4, 2009, WFOE entered into Management and Service Agreement with Beijing Xxxxx which renewed and amended Management and Service Agreement entered into by and among XX Xxxxx and Beijing Xxxxx dated on January 4, 2008; |
| 3.3 | On August 4, 2009, WFOE entered into Share Pledge Agreement with Beijing Xxxxx and the shareholders of Beijing Xxxxx which superseded the Share Pledge Agreement entered into by and among XX Xxxxx, Beijing Xxxxx and the shareholders of Beijing Xxxxx dated on January 4, 2008; |
| 3.4 | On August 4, 2009, WFOE entered into Equity Transfer Exclusive Option Agreement with Beijing Xxxxx and the shareholders of Beijing Xxxxx which superseded Share Option Agreement entered into by and among XX Xxxxx, Beijing Xxxxx and the shareholders of Beijing Xxxxx dated on January 4, 2008; |
| 3.5 | On August 4, 2009, WFOE entered into Power of Attorney and Proxy Agreement with Beijing Xxxxx and the shareholders of Beijing Xxxxx which superseded Power of Attorney dated on January 4, 2008. |
| 3.6 | On August 4, 2009, Tianjin Xxxxx entered into management and service agreements respectively with the Branch of Suixian Senior High School, the Branch of Suixian Hui High School and Shandong International Polytechnic School of Translation, in which Tianjin Xxxxx provide the relevant management services to three Schools and in exchange for services fees from three Schools during the terms of the relevant agreements. |
This Agreement shall become effective on the date thereof. Each party has one copy with equal legal validity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by the authorized representative on the day and year herein above first written.
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Signature Page
XX Xxxxx Education Investment and Management Limited (Chop)
| Signing: | /s/ | |
| Name: | Xxxx Xx | |
| Title: | Authorized representative | |
Tianjin Xxxxx Education Consultancy Co., Ltd.,
| Signing: | /s/ | |
| Name: | Xxxx Xx | |
| Title: | Authorized representative | |
| Xxxxxxxx Xx | ||
| Signing: | /s/ | |
| Xxx Xx | ||
| Signing: | /s/ | |
Beijing Xxxxx Education Investment and Management Limited
| Signing: | /s/ | |
| Name: | Xxx Xx | |
| Title: | Authorized representative | |
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