0000950127-15-000018 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • March 3rd, 2015 • Deutsche Bank Trust Co Americas/ ADR Group • Services-educational services • New York

DEPOSIT AGREEMENT, dated as of [●], 2015, by and among (i) Hailiang Education Group Inc., a company incorporated in the Cayman Islands, with its principal executive office at 386, Jiefangbei Road Diankou Town, Zhuji Zhejiang Province 311814 People’s Republic of China and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

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