0001104659-07-088801 Sample Contracts

CHINAEDU CORPORATION AND THE BANK OF NEW YORK as Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of December 10, 2007
Deposit Agreement • December 14th, 2007 • ChinaEdu CORP • Services-educational services • New York

DEPOSIT AGREEMENT dated as of December 10, 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 14th, 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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