AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as ofDeposit Agreement • September 25th, 2007 • Noah Education Holdings Ltd. • Services-educational services • New York
DEPOSIT AGREEMENT dated as of among NOAH EDUCATION HOLDINGS LTD., 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 Beneficial Owners from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2007 by and between Noah Education Holdings Ltd., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among RAINBOW EDUCATION HOLDING LIMITED, RAINBOW EDUCATION MERGER SUB HOLDING LIMITED and NOAH EDUCATION HOLDINGS LTD. Dated as of April 2, 2014Agreement and Plan of Merger • April 3rd, 2014 • Noah Education Holdings Ltd. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 2, 2014 (this “Agreement”), among Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
Purchase & Sale Contract for Commercial HouseNoah Education Holdings Ltd. • November 20th, 2009 • Services-prepackaged software
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 31, 2007 by and between Noah Education Holdings Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Mr.][Ms.] , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
SERVICE AGREEMENTService Agreement • October 29th, 2010 • Noah Education Holdings Ltd. • Services-prepackaged software
Party A: Shenzhen Wentai Education Industry Development Co., Ltd. Address: Unit 40, 4th Floor, Block A, Fortune Plaza, Shennan Middle Road, Shenzhen
Noah Education Holdings Ltd. American Depositary Shares Representing Ordinary Shares ($0.00005 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2007 • Noah Education Holdings Ltd. • Services-prepackaged software • New York
Noah Education Holdings Ltd., a company established in the Cayman Islands (the “Company”), and Baring Asia II Holdings (22) Limited, a company established in the British Virgin Islands (“BVI”), (the “Selling Shareholder”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of American Depositary Shares (“ADSs”) of the Company, each representing one ordinary share, par value $0.00005 per share (each an “Ordinary Share”), of which ADSs will be sold by the Company and ADSs will be sold by the Selling Shareholder (together, the “Firm ADSs”). The respective amounts of the Firm ADSs to be so purchased from the Company and the Selling Shareholder by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company and the Selling Shareholder are sometimes referred to herein collectively as the “Sellers.” The Company also proposes to sell at the Unde
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG FIRST WIN TECHNOLOGIES LTD., NOAH EDUCATION HOLDINGS LTD. AND MR. BENGUO TANG DATED JUNE 8, 2011Stock Purchase Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software • New York
This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated June 8, 2011 by and among First Win Technologies Ltd. (“Purchaser”), a company organized under the Laws of the British Virgin Islands, Noah Education Holdings Ltd. (“Seller”), an exempted company incorporated under the Laws of the Cayman Islands, being the sole stockholder of Well Profit Creation Limited (the “Company”), a limited liability company organized under the Laws of Hong Kong, and Mr. Benguo Tang (“Mr. Tang”), holder of PRC passport no. G21933333 and owner of 100% issued share capital of Purchaser.
SUPPLEMENTAL AGREEMENT (II) TO INVESTMENT AGREEMENT July 22, 2011Investment Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
EQUITY ACQUISITION AGREEMENTEquity Acquisition Agreement • November 20th, 2009 • Noah Education Holdings Ltd. • Services-prepackaged software
Legal and registered address: 3/F, Block 5, Oak Garden, No. 8 Lutian Road, Lu Valley, Changsha High and New Technology Development Zone, Changsha;
Equity Transfer Agreement by and among Shanghai Yuanbo Education Information and Consulting Corporation Ltd. and Zhejiang Fengming Chemical Fiber Co., Ltd. and Daoyue Sun and Guoping Dong and Changlin Fei in relation to Daidaikang Enterprise...Equity Transfer Agreement • October 31st, 2012 • Noah Education Holdings Ltd. • Services-prepackaged software
Fengming Chemical Fiber, Daoyue Sun, Guoping Dong and Changlin Fei are collectively referred to as the “Original Shareholders” collectively referred to as the “Original Shareholders”.
SUPPLEMENTAL AGREEMENT (i) TO Investment AgreementInvestment Agreement • October 31st, 2012 • Noah Education Holdings Ltd. • Services-prepackaged software
Zhejiang Fengming Chemical Fiber Co., Ltd. (“Fengming Chemcial Fiber”) Address: Fengming Commercial Building, Jinji Road, Zhouquan Town, Tongxiang
Software Development and Maintenance AgreementSoftware Development and Maintenance Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS SOFTWARE DEVELOPMENT AND MAINTENANCE AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • October 29th, 2010 • Noah Education Holdings Ltd. • Services-prepackaged software
NOW, THEREFORE, the Pledgors and the Pledgee unanimously agree to enter into this Agreement according to the following terms:
Asset Purchase Agreement Between Shenzhen Noah Industrial Co., Ltd. And Innovative Noah Electronic (Shenzhen) Co., Ltd. About the Assets of Shenzhen Noah Industrial Co., Ltd. June 2004Asset Purchase Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
Innovative Noah Electronic (Shenzhen) Co., Ltd., a wholly foreign-owned enterprise incorporated in Shenzhen, China in accordance with the laws the People’s Republic of China (“China”) invested by Noah Technology Holdings Ltd., a company registered in the Cayman Islands, hereinafter referred to as “the Purchaser”;
Equity Transfer and Registered Capital Increase Agreement In relation to Shenzhen Wentai Education Industry Development Co., Ltd. By and Among Noah Education Technology (Shenzhen) Co., Ltd. And Shenzhen Jinyinhe Investment Co., Ltd. And Qicai Du,...Noah Education Holdings Ltd. • October 29th, 2010 • Services-prepackaged software
This Equity Transfer and Registered Capital Increase Agreement (this “Agreement”) is executed by the following parties on April 9, 2010.
EQUITY TRANSFER AGREEMENT BY AND AMONG MR. TIANMING DU (PRC) AND MR. LIANGDONG DU (PRC) AND CHANGSHA XINGCHEN ENTERPRISE MANAGEMENT & CONSULTATION CO., LTD (PRC) AND SHENZHEN ZHI YUAN NOAH INTERNET CO., LTD. (PRC) Dated 22 May 2009Equity Transfer Agreement • November 20th, 2009 • Noah Education Holdings Ltd. • Services-prepackaged software
This Equity Transfer Agreement (hereinafter referred to as “this Agreement”) is made in Changsha, the People’s Republic of China (hereinafter referred to as the “PRC”), on 22 May 2009:
INVESTMENT AGREEMENT March 12, 2010Investment Agreement • October 29th, 2010 • Noah Education Holdings Ltd. • Services-prepackaged software
Noah Educational Technology (Shenzhen) Co., Ltd. (“Noah”) Registered Address: B1002, Tian’an Cyber Park Building, Chegong Temple, Futian District, Shenzhen
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
NOW, THEREFORE, the Pledgor and the Pledgee unanimously agree to enter into this Agreement according to the following terms:
INVESTMENT AGREEMENT April 13, 2011Investment Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
NOW, THEREFORE, the parties hereto have, after friendly consultation, reached the following agreement in respect of the above matters based on the principles of equality and mutual benefits, and in accordance with the Company Law, the Regulations for the Administration of Companies Registration of the People’s Republic of China and other relevant laws and regulations of the People’s Republic of China.
Content Services AgreementContent Services Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS CONTENT SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
Loan agreementLoan Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS LOAN AGREEMENT (“this Agreement”) is entered into by the parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
Exclusive Technical Supporting and Consulting Services AgreementExclusive Technical Supporting and Consulting Services Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS EXCLUSIVE TECHNICAL SUPPORTING AND CONSULTING SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
SUPPLEMENTAL AGREEMENT (I) TO INVESTMENT AGREEMENT May 18, 2011Investment Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
Loan agreementLoan Agreement • October 29th, 2010 • Noah Education Holdings Ltd. • Services-prepackaged software
This loan agreement (this “Agreement”) is executed by the following parties in Shenzhen, People’s Republic of China on March 12, 2010.
AMENDED & RESTATED SHAREHOLDERS’ AGREEMENT DATED: March 16, 2007Shareholders’ Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • Hong Kong
Call Option AgreementCall Option Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
Software Development and Maintenance AgreementSoftware Development and Maintenance Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS SOFTWARE DEVELOPMENT AND MAINTENANCE AGREEMENT (“this Agreement”) is entered into by the two parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
DATEShareholders’ Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • Hong Kong
JUN HE LAW OFFICES are not qualified to practice law in the jurisdictions other than the mainland of People’s Republic of China, thus this Agreement is subject to further comments from lawyers in Hong Kong, the British Cayman Islands, and the British Virgin Islands.
OPERATION AND MANAGEMENT AGREEMENTOperation and Management Agreement • October 29th, 2010 • Noah Education Holdings Ltd. • Services-prepackaged software
This Operation and Management Agreement (hereinafter referred to as “this Agreement”) is made on April 23, 2010 in Shenzhen, the People’s Republic of China:
Exclusive Technical Support and Consulting Services AgreementAnd Consulting Services Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS EXCLUSIVE TECHNICAL SUPPORT AND CONSULTING SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
OPTION AGREEMENTOption Agreement • October 29th, 2010 • Noah Education Holdings Ltd. • Services-prepackaged software
Party A: Shenzhen Wentai Education Industry Development Co., Ltd. Address: Unit 40, 4th Floor, Block A, Fortune Plaza, Shennan Middle Road, Shenzhen
Re: Deposit Agreement dated as of , 2007,Deposit Agreement • September 25th, 2007 • Noah Education Holdings Ltd. • Services-educational services
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.
Equity Pledge AgreementEquity Pledge Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by the parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
CALL OPTION AGREEMENTCall Option Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
