DEPOSIT AGREEMENT by and among CHINA ONLINE EDUCATION GROUP as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDERDeposit Agreement • May 27th, 2016 • China Online Education 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).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2016 • China Online Education Group • Services-educational services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on May 12, 2016 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2016 • China Online Education Group • Services-educational services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on May 12, 2016 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreement • May 27th, 2016 • China Online Education Group • Services-educational services
This AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is made by and among:
