INDEMNIFICATION AGREEMENTIndemnification Agreement • December 24th, 2014 • Hailiang Education Group Inc. • Services-educational services • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Hailiang Education Group Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
DEPOSIT AGREEMENT by and among HAILIANG EDUCATION GROUP INC. 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 HEREUNDER...Deposit Agreement • March 20th, 2015 • Hailiang Education Group Inc. • Services-educational services • New York
DEPOSIT AGREEMENT, dated as of [—], 2015, by and among (i) Hailiang Education Group Inc., a company incorporated in the Cayman Islands, with its principal executive office at 386, Jiefangbei Road Diankou Town, Zhuji Zhejiang Province 311814 People’s Republic of China and 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).
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2017 • Hailiang Education Group Inc. • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of November 3, 2017 by and between Hailiang Education Group Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Cuiwei Ye, 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”).
AMENDED AND RESTATED ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • June 2nd, 2015 • Hailiang Education Group Inc. • Services-educational services • New York
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made this 2nd day of June 2015 by and among Hailiang Education Group, Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004 (the “Escrow Agent”). This Agreement restates and supersedes that certain Escrow Agreement, dated March 13, 2015, by and among the Issuer, the Underwriter and the Escrow Agent (the “Original Agreement”).
Supplemental AgreementSupplemental Agreement • September 23rd, 2019 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B entered into Campus Management Service Agreement and Agreement on Exemption of Leasing Payment (hereinafter referred to as “Original Agreements”) on April 28, 2019. Pursuant to the Original Agreements, Party A shall lease the land, buildings and, facilities located in the west of the Third Ring of Taozhu Street, Zhuji City (approximately floor area 32,599 square meters) to Party B as school campus, in consideration of management service fee (“Management Service Fee”) from Party B.
AGREEMENT AND PLAN OF MERGER BY AND AMONG Hailiang Education International Limited HE Merger Sub Limited and Hailiang Education Group Inc. Dated as of May 7, 2022Agreement and Plan of Merger • May 9th, 2022 • Hailiang Education Group Inc. • Services-educational services • New York
This AGREEMENT AND PLAN OF MERGER (including the exhibits and disclosure schedules attached hereto, this “Agreement”), dated as of May 7, 2022, by and among Hailiang Education International Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), HE Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Merger Sub”), and Hailiang Education Group Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties”. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
Property Lease AgreementProperty Lease Agreement • December 24th, 2014 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B have reached the following agreement on the lease of property on the basis of equality, voluntariness and mutual consultation:
Supplemental AgreementSupplemental Agreement • September 23rd, 2019 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B entered into Campus Management Service Agreement and Agreement on Exemption of Leasing Payment (hereinafter referred to as “Original Agreements”) on April 28, 2019. Pursuant to the Original Agreements, Party A shall lease the land, buildings and, facilities located in the west of the Third Ring of Taozhu Street, Zhuji City (approximately floor area 92,998 square meters) to Party B as school campus, in consideration of management service fee (“Management Service Fee”) from Party B.
UNDERWRITING AGREEMENT between HAILIANG EDUCATION GROUP INC. (a Cayman Islands exempted limited liability company) and NETWORK 1 FINANCIAL SECURITIES, INC. as UnderwriterUnderwriting Agreement • June 2nd, 2015 • Hailiang Education Group Inc. • Services-educational services • New York
The undersigned, Hailiang Education Group Inc., a Cayman Islands exempted limited liability company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Network 1 Financial Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
SECOND AMENDED AND RESTATED CONSULTING SERVICE AGREEMENTConsulting Service Agreement • March 30th, 2018 • Hailiang Education Group Inc. • Services-educational services
THIS SECOND AMENDED AND RESTATED CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into on the February 23, 2018, by and between the following parties:
Supplemental AgreementSupplemental Agreement • September 23rd, 2019 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B entered into Campus Management Service Agreement and Agreement on Exemption of Leasing Payment (hereinafter referred to as “Original Agreements”) on April 28, 2019. Pursuant to the Original Agreements, Party A shall lease the land, buildings and, facilities located in No. 8, Huancheng North Road, Zhuji City (approximately floor area 21,347 square meters) and No. 2, Zhanjiashan Branch Road, Jiyang Street, Zhuji City (approximately floor area 16,219 square meters) to Party B as school campus, in consideration of management service fee (“Management Service Fee”) from Party B.
SECOND AMENDED AND RESTATED PLEDGE OF EQUITY AGREEMENTPledge of Equity Agreement • March 30th, 2018 • Hailiang Education Group Inc. • Services-educational services
THIS SECOND AMENDED AND RESTATED PLEDGE OF EQUITY AGREEMENT (“this Agreement”) is entered into on the February 23, 2018, by and between the following parties:
AMENDMENT TO THE AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • June 10th, 2015 • Hailiang Education Group Inc. • Services-educational services
THIS AMENDMENT TO THE AMENDED AND RESTATED ESCROW AGREEMENT, dated as of June 10, 2015 (this “Amendment”), is entered into by and among Hailiang Education Group, Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet attached to the Escrow Agreement (as defined below) and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004 (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Escrow Agreement.
AMENDED AND RESTATED PLEDGE OF EQUITY AGREEMENTPledge of Equity Agreement • June 30th, 2017 • Hailiang Education Group Inc. • Services-educational services
THIS AMENDED AND RESTATED PLEDGE OF EQUITY AGREEMENT (“this Agreement”) is entered into on the June 30, 2017, by and between the following parties:
Supplemental AgreementSupplemental Agreement • September 23rd, 2019 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B entered into Campus Management Service Agreement and Agreement on Exemption of Leasing Payment (hereinafter referred to as “Original Agreements”) on April 28, 2019. Pursuant to the Original Agreements, Party A shall lease the land, buildings and, facilities located in West of the Third Ring of Taozhu Street, Zhuji City (approximately floor area 110,429 square meters), No. 8, Huancheng North Road, Zhuji City (approximately floor area 87,118 square meters) and No. 2, Zhanjiashan Branch Road, Jiyang Street, Zhuji City (approximately floor area 41,154 square meters) to Party B as school campus, in consideration of management service fee (“Management Service Fee”) from Party B.
CALL OPTION AGREEMENTCall Option Agreement • January 21st, 2014 • Hailiang Education Group Inc. • Services-educational services
THIS CALL OPTION AGREEMENT (this “Agreement”) is entered into on the December 31, 2013 in Zhuji City, Zhejiang, the PRC by and between the following parties:
SECOND AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • March 30th, 2018 • Hailiang Education Group Inc. • Services-educational services
THIS SECOND AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT (“this Agreement”) is entered into on the February 23, 2018, by and between the following parties:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • December 24th, 2014 • Hailiang Education Group Inc. • Services-educational services
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into on December 31, 2013 by and between the following parties in Zhuji, Zhejiang Province:
Decoration and Renovation Project Execution ContractHailiang Education Group Inc. • December 24th, 2014 • Services-educational services
In accordance with the Contract Law of the People’s Republic of China, the Construction Law of the People’s Republic of China and other relevant laws and administrative regulations, following the principles of equality, voluntariness, fairness and good faith, the two parties have reached an agreement through consultations by entering into this Contract on matters with regard to the project construction as set out below.
AMENDED AND RESTATED OPTION AGREEMENTAmended And • June 30th, 2017 • Hailiang Education Group Inc. • Services-educational services
THIS AMENDED AND RESTATED OPTION AGREEMENT (“this Agreement”) is entered into on the June 30, 2017, by and between the following parties:
Supplemental Agreement to Property Lease AgreementSupplemental Agreement to Property Lease Agreement • December 24th, 2014 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B entered into a Property Lease Agreement on July 1, 2005. Due to the increase of leasing area by Party A, the rent under the original Property Lease Agreement shall be increased accordingly. After friendly consultation, both parties hereby enter into this Supplemental Agreement as follows:
AMENDED AND RESTATED CONSULTING SERVICE AGREEMENTConsulting Service Agreement • June 30th, 2017 • Hailiang Education Group Inc. • Services-educational services
THIS AMENDED AND RESTATED CONSULTING SERVICE AGREEMENT (“this Agreement”) is entered into on the June 30, 2017, by and between the following parties:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 24th, 2014 • Hailiang Education Group Inc. • Services-educational services
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into on December 31, 2013 by and between the following parties in Zhuji, Zhejiang Province:
Supplemental AgreementSupplemental Agreement • September 23rd, 2019 • Hailiang Education Group Inc. • Services-educational services
Party A and Party B entered into Campus Management Service Agreement and Agreement on Exemption of Leasing Payment (hereinafter referred to as “Original Agreements”) on April 28, 2019. Pursuant to the Original Agreements, Party A shall lease the land, buildings and, facilities located in No. 2, Zhanjiashan Branch Road, Jiyang Street, Zhuji City (approximately floor area 35,578 square meters) to Party B as school campus, in consideration of management service fee (“Management Service Fee”) from Party B.
Property Lease Cooperation AgreementProperty Lease Cooperation Agreement • December 24th, 2014 • Hailiang Education Group Inc. • Services-educational services
Through friendly consultations based on the principles of voluntariness, equality, mutual benefits, and with consideration, the Parties have reached the following agreement and entered into this Property Lease Cooperation Agreement:
