CHINAEDU CORPORATION AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2007Deposit Agreement • November 26th, 2007 • ChinaEdu CORP • New York
The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2007 • ChinaEdu CORP
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 200 (the “Effective Date”) by and between ChinaEdu Corporation, a Cayman Islands corporation (the “Company”), and (the “Indemnitee”).
LOAN AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.
EQUITY PLEDGE AGREEMENT OF BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD. AMONG WANG GONGQUAN YANG XUESHAN AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. July 12, 2005Equity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
This EQUITY PLEDGE AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of July 12, 2005 by and among the following Parties:
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2007 • ChinaEdu CORP • New York
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 9, 2007, by and among CHINAEDU Corporation, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), and the individuals and entities listed on the signature pages hereto. All terms not defined herein shall have the meaning given to them in the Securities Purchase Agreement (as defined below).
SHAREHOLDER’S VOTING RIGHTS ENTRUSTMENT AGREEMENT ON BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD AMONG HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. AND BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. XIE CHANGQING YANG XUESHAN JULY 12, 2005Shareholder Voting Rights Entrustment Agreement • November 26th, 2007 • ChinaEdu CORP
(Xie Changqing and Yang Xueshan hereinafter each referred to as a “SHAREHOLDER” individually, and collectively, the “SHAREHOLDERS”.)
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
Hongcheng Technology Development Co., Ltd. and Yang Xueshan entered into this Supplementary Agreement as of August 30, 2006 in accordance with Section 9.3 of the Loan Agreement entered into by the Parties as of July 12, 2005 after friendly negotiation; the Parties agree to make the following amendments to the Loan Agreement:
SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Party A is an institution engaging in the online education with and without record of formal degree authorized by the State, in order to further improve its online education level and provide the students with a better online education environment, Party A intends to greatly enhance the hardware and software construction of its education platform, and wants to further improve the quality of its online education by incorporating the management skills of modern enterprises;
SUPPLEMENTARY AGREEMENT TO THE EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
ChinaEDU Corporation and Yang Xueshan entered into this Supplementary Agreement as of July 18, 2007 in accordance with Section 10.3 of the Amended and Renewed Loan Agreement entered into by the Parties in June 2005 after friendly negotiation, the Parties agree to make the following amendments to the Amended and Renewed Loan Agreement:
Hongcheng Technology Development Co., Ltd Licensing Agreement Signed at: DalianLicensing Agreement • November 26th, 2007 • ChinaEdu CORP
The following agreement on the licensed right to use the relevant technological product provided by Party B to Party A was entered into by the two parties upon friendly negotiation on the basis of reciprocity and mutual benefit:
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
ChinaEDU Corporation and Xie Changqing entered into this Supplementary Agreement as of July 18, 2007 in accordance with Section 10.3 of the Loan Agreement entered into by the Parties as of July 15, 2005 after friendly negotiation, the Parties agree to make the following amendments to the Loan Agreement:
EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENTExclusive Technical Consulting and Services Agreement • November 26th, 2007 • ChinaEdu CORP
This Exclusive Technical Consulting and Services Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”) as of July 18, 2007, by and between the following two parties (the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2007 • ChinaEdu CORP • Delaware
THE EMPLOYMENT AGREEMENT (the “Agreement”) made as of , between CHINAEDU Corporation, a company organized under the laws of the Cayman Islands (the “Company”), and , an individual (the “Employee,” or “Mr. ”).
SUPPLEMENTARY AGREEMENTLoan Agreement • November 26th, 2007 • ChinaEdu CORP
Hongcheng Technology Development Co., Ltd. and Wang Gongquan entered into this Supplementary Agreement as of August 30, 2006 in accordance with Section 9.3 of the Loan Agreement entered into by the Parties as of July 12, 2005 after friendly negotiation; the Parties agree to make the following amendments to the Loan Agreement:
COOPERATION AGREEMENTCooperation Agreement • November 26th, 2007 • ChinaEdu CORP
After friendly negotiation, Zhong Nongda Networks Development Co., Ltd. (“Party A”) and China Agricultural University (“Party B”) reached consensus on the research concerning the present conditions and policies of the development of the agricultural technology park entrusted by Party A to Party B and entered into the following agreement.
CALL OPTION AGREEMENT OF BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. AMONG XIE CHANGQING YANG XUESHAN AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. July 12, 2005Call Option Agreement • November 26th, 2007 • ChinaEdu CORP
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of July 12, 2005 by and among the following Parties:
SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Party B: Dalian Dongcai Technology Development Co., Ltd., a limited-liability company duly organized and legally existing in accordance with the laws of the People’s Republic of China
CALL OPTION AGREEMENT OF BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD. AMONG WANG GONGQUAN YANG XUESHAN AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. July 12, 2005Call Option Agreement • November 26th, 2007 • ChinaEdu CORP
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of July 12, 2005 by and among the following Parties:
SUPPLEMENTARY AGREEMENTSupplementary Agreement • November 26th, 2007 • ChinaEdu CORP
ChinaEDU Corporation and Xie Changqing entered into this Supplementary Agreement as of July 18, 2007 in accordance with Section 10.3 of the Amended and Renewed Loan Agreement entered into by the Parties as of July 12, 2005 after friendly negotiation, the Parties agree to make the following amendments to the Amended and Renewed Loan Agreement:
COLLABORATIVE ALLIANCE CONTRACT BETWEEN RENDA CENTURY TECHNOLOGY DEVELOPMENT CO., LTD. AND MODERN DISTANCE EDUCATION COMPANY LIMITED ContentsCollaborative Alliance Contract • November 26th, 2007 • ChinaEdu CORP
SHAREHOLDER’S VOTING RIGHTS ENTRUSTMENT AGREEMENT ON BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD AMONG HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD AND BEIJING XIANDAI XINGYE NETWORK TECHNOLOGY CO., LTD WANG GONGQUAN YANG XUESHAN JULY 12, 2005Shareholder Voting Rights Entrustment Agreement • November 26th, 2007 • ChinaEdu CORP
(Wang Gongquan and Yang Xueshan hereinafter each referred to as a “SHAREHOLDER” individually, and collectively, the “SHAREHOLDERS”.)
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 26th, 2007 • ChinaEdu CORP
Whereas Party A and Party B signed the Service Agreement and its appendixes as of March 31, 2003, and Party C and Party D signed the Joint Venture Contract as of October 22, 2002, the parties reach the following understanding in accordance with the principles of the aforementioned agreements:
MEMORANDUM OF UNDERSTANDING ON ALTERATION TO AMOUNT IN SERVICE AGREEMENTMemorandum of Understanding • November 26th, 2007 • ChinaEdu CORP
Both parties agreed in Item 1, Article 2 of the Service Agreement signed on March 31, 2003 that the principles for the payment of the service fees are that “the revenue of Party A shall firstly be used to cover such expenditures as the administration fee submitted by Party A to Renmin University of China, the teaching expenses of Party A and the management to be paid to out-school service stations, conditioning on ensuring the balance of revenue and expenditure of Party A, the main revenue of Party A shall be mainly used for the technological development and construction of the online education.”
MEMORANDUM OF SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Both parties entered into the Service Agreement signed as of April 28, 2005, they now entered into the following memorandum concerning the issues not covered in the Service Agreement:
CALL OPTION AGREEMENT OF BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. BETWEEN XIE CHANGQING AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. December 20, 2005Call Option Agreement • November 26th, 2007 • ChinaEdu CORP
This CALL OPTION AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of December 20, 2005 by and between the following Parties:
SUPPLEMENTARY AGREEMENT TO THE EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
EQUITY PLEDGE AGREEMENT OF BEIJING HONGCHENG EDUCATION TECHNOLOGY CO., LTD. BETWEEN XIE CHANGQING AND HONGCHENG TECHNOLOGY DEVELOPMENT CO., LTD. December 20, 2005Equity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
This EQUITY PLEDGE AGREEMENT (this “AGREEMENT”) is entered into in Beijing of the People’s Republic of China (the “PRC”) as of Dec. 20, 2005 by and among the following Parties:
SUPPLEMENTARY AGREEMENT TO THE EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 26th, 2007 • ChinaEdu CORP
SERVICE AGREEMENTService Agreement • November 26th, 2007 • ChinaEdu CORP
Party B: CMR Web Learning Co., Ltd., a limited-liability company duly organized and legally existing in accordance with the laws of the People’s Republic of China.
Collaborative Alliance Contract of Zhong Nongda Networks Development Co., Ltd. China Agricultural University Beijing Hongcheng Liye Technology Co., Ltd. Shanghai SVA Communication Co., Ltd. Beijing CAU Technological Enterprise Incubator Co., Ltd.Collaborative Alliance Contract • November 26th, 2007 • ChinaEdu CORP
EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENTTechnical Consulting and Services Agreement • November 26th, 2007 • ChinaEdu CORP
This Exclusive Technical Consulting and Services Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (“PRC”) as of July 18, 2007, by and between the following two parties (the “Parties”).
Supplementary Agreement to the Collaborative Alliance ContractSupplementary Agreement • November 26th, 2007 • ChinaEdu CORP
The Collaborative Alliance Contract on establishing Dalian Dongcai Technology Development Co., Ltd (hereinafter the “New Company”) and its Articles of Association was signed by Party A and Party B in May 2003, now the following supplementary agreement is entered into between the two parties on the matters concerning the New Company.
Technology Development AgreementTechnology Development Agreement • November 26th, 2007 • ChinaEdu CORP
Dongbei University of Finance and Economics And Beijing Hongcheng Liye Technology Co., Ltd Collaborative Alliance Contract On Setting up Dalian Dongcai Technology Development Co., LtdCollaborative Alliance Contract • November 26th, 2007 • ChinaEdu CORP
Party A and Party B agreed to set up Dalian Dongcai Technology Development Co., Ltd in accordance with the provisions of relevant laws and regulations, and the following Joint Venture Contract was entered into through friendly and equal negotiation:
