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- F-1 Registration statement (foreign)
- 3.1 Memorandum and Articles of Association of Registrant As Currently In Effect
- 4.1 Form of Ordinary Share Certificate.
- 4.2 Memorandum and Articles of Association of the Registrant- Effective Upon Closing
- 4.3 Form of Deposit Agreement
- 8.1 Form of Opinion of O'melveny & Meyers LLP Regarding Certain U.S. Federal Tax
- 8.2 Form of Opinion of Conyers Dill & Pearman Regarding Certain Cayman Islands Tax
- 10.1 Technical Support and Consultancy Services Agreement
- 10.2 Equity Pledge Agreement
- 10.3 Equity Pledge Agreement
- 10.4 Exclusive Purchase Rights Agreement
- 10.5 Exclusive Purchase Rights Agreement
- 10.6 Courseware License Agreement
- 10.7 Software License Agreement
- 10.8 Courseware Production Entrustment Agreement
- 10.9 Letter of Undertaking
- 10.10 Letter of Undertaking
- 10.11 Declaration Letter by Zhengdong Zhu, Dated March 24, 2008
- 10.12 Declaration Letter by Baohong Yin, Dated March 24, 2008
- 10.13 Power of Attorney by Zhengdong Zhu, Dated March 25, 2008
- 10.14 Power of Attorney by Baohong Yin, Dated March 25, 2008
- 10.15 Notice from Beijing Champion Distance Education Technology Co., LTD.
- 10.16 Acknowledgement Letter from Zhengdong Zhu and Baohong Yin to the Registrant
- 10.17 Acknowledgement Letter from Zhengdong Zhu and Baohong Yin
- 10.18 Shareholders Agreement Among the Registrant
- 10.19 Form Confidentiality and Non-competition Agreement
- 10.20 Incentive Share Plan
- 10.21 2008 Performance Incentive Plan
- 21.1 Subsidiaries of Registrant
- 23.1 Consent of Ernst & Young Hua Ming
- 23.3 Consent of Jingtian & Gongcheng
- 23.4 Consent of American Appraisal
- 23.5 Consent of Iresearch
- 23.6 Consent of Ccid
- 23.7 Consent of Carol Yu
- 99.1 Code of Business Conduct and Ethics of the Registrant
- 99.2 Form of Opinion of Jingtian & Gongcheng
Exhibit 10.11
STATEMENT
I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am now possessing 79% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs:
1. | The profit distribution of RMB 5,951,631.32 (hereafter “ this Distribution”) ratified by Board of Directors of S&T Company in March of 2005 was the undistributed profit before the execution of Technology Support and Consulting Service Agreement (hereafter “TSC Agreement”) between S&T Company and Beijing Champion Distance Education Technology Co., Ltd (hereafter “Champion Company”) on May 1st, 2004; |
2. | This Distribution was one-off distribution, there will be no profit to be distributed to the shareholders of S&T Company after the mentioned distribution above; |
3. | This Distribution was ratified according to the rights empowered by article 17, Annex 1 of TSC Agreement, and there was no breach of TSC Agreement; |
4. | I, as the shareholder of S&T Company, have no intention and will not get any dividends from S&T Company; and |
5. | I, as the shareholder of S&T Company, will return all the dividends, less the taxes and expenses, to Champion Company according to relevant Chinese laws and regulations if I got any dividends from S&T Company after this Distribution mentioned above. |
It is hereby stated. | ||
Signature: | Zhu Zhengdong | |
Date: | March 24th, 2008 |
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