0001104659-07-087764 Sample Contracts

CHINAEDU CORPORATION AND THE BANK OF NEW YORK as Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • December 7th, 2007 • ChinaEdu CORP • Services-educational services • New York

DEPOSIT AGREEMENT dated as of , 2007, among CHINAEDU CORPORATION, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.

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ChinaEdu Corporation
Deposit Agreement • December 7th, 2007 • ChinaEdu CORP • Services-educational services

Re: Deposit Agreement (the “Deposit Agreement”) substantially in the form of that filed as an exhibit to the Form F-6/A Registration Statement filed with the Securities and Exchange Commission on [Ÿ], by and among ChinaEdu Corporation, The Bank of New York, as Depositary, and the owners and holders of American Depositary Receipts.

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