0001019155-18-000059 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement DEPOSIT AGREEMENT
Deposit Agreement • March 12th, 2018 • Bank of New York / Adr Division • American depositary receipts • New York

DEPOSIT AGREEMENT dated as of _______________, 2018 among SUNLANDS ONLINE EDUCATION GROUP, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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THE BANK OF NEW YORK MELLON Depositary Receipts
Deposit Agreement • March 12th, 2018 • Bank of New York / Adr Division • American depositary receipts

Re: Deposit Agreement dated as of __________, 2018 (the “Deposit Agreement”) among Sunlands Online Education Group (the “Company”), The Bank of New York Mellon, as depositary (the “Depositary”), and all Owners and Holders from time to time of American Depositary Shares issued thereunder.

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