DEPOSIT AGREEMENTDeposit Agreement • May 27th, 2016 • Deutsche Bank Trust Co Americas/ ADR Group • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of , 2016, by and among (i) China Online Education Group, a company incorporated in the Cayman Islands, with its principal executive office at 6th Floor Deshi Building North, Shangdi Street, Haidian District, Beijing 100085, People’s Republic of China (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
