DEPOSIT AGREEMENT by and among China Distance Education Holdings Limited as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS...Deposit Agreement • July 7th, 2008 • China Distance Education Holdings LTD • New York
DEPOSIT AGREEMENT, dated as of , 2008, by and among (i) China Distance Education Holdings Limited, a company incorporated under the laws of the Cayman Islands, with its registered office address at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and principal executive office at 18th Floor, Xueyuan International Tower, 1 Zhichun Road, Haidian District, Beijing 100083, 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).
SHAREHOLDERS AGREEMENTShareholders Agreement • July 7th, 2008 • China Distance Education Holdings LTD • Hong Kong
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of , 2008 by and among China Distance Education Holdings Limited, a company organized under the laws of Cayman Islands (the “Company”); China Distance Education Limited (“CDEL HK”), a private company limited by shares and incorporated in Hong Kong; and (each, a “PRC Subsidiary,” and collectively, the “PRC Subsidiaries”), each a wholly foreign-owned enterprise established under the laws of the People’s Republic of China (the “PRC”); (the “PRC LLC,” and together with the PRC Subsidiaries, collectively, the “PRC Companies” and each, a “PRC Company”), a limited liability company organized under the laws of the PRC; Champion Shine Trading Limited , a business company organized under the laws of the British Virgin Islands (“Champion Shine”); Empire China Limited , a private company limited by shares and incorporated in Hong Kong (“Empire China”); ZHU Zhengdong, an individual holding PRC ID No. 320102196806142439 and r
Equity Interests Pledge AgreementEquity Interests Pledge Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties:
CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTERESTEquity Interest • July 7th, 2008 • China Distance Education Holdings LTD
The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among:
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • July 7th, 2008 • China Distance Education Holdings LTD
Agreement for Courseware Royalty-Free UseAgreement for Courseware • July 7th, 2008 • China Distance Education Holdings LTD
This Agreement for Courseware Royalty-Free Use (“the Agreement”) is made and entered into this 1st day of August, 2004 in Beijing, the People’s Republic of China (“China”) by and between the Parties as shown below.
Agreement for Courseware MakingAgreement for Courseware Making • July 7th, 2008 • China Distance Education Holdings LTD
This Agreement for Courseware Making (“the Agreement”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below.
TECHNICAL SUPPORT AND CONSULTANCY SERVICES AGREEMENTTechnical Support and Consultancy Services Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Technical Support and Consulting Services Agreement (the “Agreement”) is entered into as of May 1, 2004 in Beijing, the People’s Republic of China (the “PRC”) between the following two parties:
Software Licensing AgreementSoftware Licensing Agreement • July 7th, 2008 • China Distance Education Holdings LTD
This Software Licensing Agreement (“the Contract”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below.
To: Beijing Champion Hi-Tech Co., Ltd. Date: February 13, 2008China Distance Education Holdings LTD • July 7th, 2008
