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Filing tables
Filing exhibits
- F-1 Registration statement (foreign)
- 3.1 Form of Fifth Amended and Restated Memorandum of Association of Registrant
- 3.2 Form of Fifth Amended and Restated Articles of Association of Registrant
- 4.1 Form of Deposit Agreement
- 4.2 Registrant's Specimen Certificate
- 5.1 Opinion of Conyers Dill & Pearman
- 8.1 Opinion of Hogan & Hartson LLP
- 10.1 Equity Incentive Plan and Forms of Incentive Stock Option Agreement
- 10.2 Form of Indemnification Agreement
- 10.3 Form of Employment Agreement
- 10.4 Fourth Amended and Restated Registration Rights Agreement
- 10.5 English Translation of Loan Agreement Dated July 15, 2005
- 10.6 English Translation of Supplementary Agreement Dated July 18, 2007
- 10.7 English Translation of Amended and Renewed Loan Agreement Dated July 12, 2005
- 10.8 English Translation of Supplementary Agreement Dated July 18, 2007
- 10.9 English Translation of Amended and Renewed Loan Agreement Dated June 2005
- 10.10 English Translation of Supplementary Agreement Dated July 18, 2007
- 10.11 English Translation of Loan Agreement Dated July 12, 2005
- 10.12 English Translation of Supplementary Agreement Dated August 30, 2006
- 10.13 English Translation of Loan Agreement Dated July 12, 2005
- 10.14 English Translation of Supplementary Agreement Dated August 30, 2006
- 10.15 English Translation of Equity Pledge Agreement Dated July 12, 2005
- 10.16 English Translation of Supplementary Agreement Dated July 18, 2007
- 10.17 English Translation of Equity Pledge Agreement Dated July 12, 2005
- 10.18 English Translation of Supplementary Agreement Dated July 18, 2005
- 10.19 English Translation of Equity Pledge Agreement Dated December 20, 2005
- 10.20 English Translation of Supplementary Agreement Dated July 18, 2007
- 10.21 English Translation of Shareholder's Voting Rights Entrustment Agreement
- 10.22 English Translation of Shareholder's Voting Rights Entrustment Agreement
- 10.23 English Translation of Shareholder's Voting Rights Entrustment Agreement
- 10.24 English Translation of Call Option Agreement Dated July 12, 2005
- 10.25 English Translation of Call Option Agreement Dated July 12, 2005
- 10.26 English Translation of Call Option Agreement Dated December 20, 2005
- 10.27 English Translation of Power of Attorney Dated July 12, 2005
- 10.28 English Translation of Power of Attorney Dated July 12, 2005
- 10.29 English Translation of Power of Attorney Dated July 12, 2005
- 10.30 English Translation of Power of Attorney Dated July 12, 2005
- 10.31 English Translation of Power of Attorney Dated December 20, 2005
- 10.32 English Translation of Technical Consulting and Services Agreement
- 10.33 English Translation of Technical Consulting and Services Agreement
- 10.34 English Translation of Collaborative Alliance Contract
- 10.35 English Translation of Technology Development Agreement
- 10.36 English Translation of Service Agreement Dated March 31, 2003
- 10.37 English Translation of Memorandum of Understanding Dated May 16, 2003
- 10.38 English Translation of Memorandum of Understanding Dated March 31, 2003
- 10.39 English Translation of Memorandum of Understanding Dated May 16, 2003
- 10.40 English Translation of Collaborative Alliance Contract Dated April 28, 2005
- 10.41 English Translation of Cooperation Agreement Dated December 12, 2005
- 10.42 English Translation of Service Agreement Dated April 28, 2005
- 10.43 English Translation of Memorandum of Service Agreement Dated April 28, 2005
- 10.44 English Translation of Collaborative Alliance Contract Dated May, 2003
- 10.45 English Translation of Supplementary Agreement Dated May, 2003
- 10.46 English Translation of Service Agreement Dated June 26, 2003
- 10.47 English Translation of Licensing Agreement Dated September 18, 2003
- 21.1 List of Registrant?s Subsidiaries
- 23.3 Consent of Jun He Law Offices
- 23.4 Consent of Deloitte Touche Tohmatsu Cpa LTD
- 23.5 Consent of American Appraisal China Limited
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Exhibit 3.1
Form of Fifth Amended and Restated Memorandum of Association of Registrant
(effective upon closing of this offering)
THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES
FIFTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
CHINAEDU CORPORATION
1. | The name of the Company is CHINAEDU Corporation. |
2. | The Registered Office of the Company shall be at the offices of WALKERS, Walker House, P.O. Box 265 G.T. George Town, Grand Cayman, Cayman Islands. |
3. | Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. |
4. | Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law. |
5. | Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. |
6. | The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
7. | The liability of each member is limited to the amount from time to time unpaid on such member’s shares. |
8. | The share capital of the Company is US$1,000,000 divided into 100,000,000 shares of a nominal or par value of US$0.01 each. |
9. | The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. |