Exhibit 4.21





Exhibit 4.21



English Translation




Equity Transfer and Registered Capital Increase Agreement




In relation to




Shenzhen Wentai Education Industry Development Co., Ltd.




By and Among




Noah Education Technology (Shenzhen) Co., Ltd.




And




Shenzhen Jinyinhe Investment Co., Ltd.




And




Qicai Du, Yuzhang He, Xing Liang and Ming Yin




 


 









 







This Equity Transfer and Registered Capital Increase Agreement (this “Agreement”) is executed by
the following parties on April 9, 2010.



Noah Education Technology (Shenzhen) Co., Ltd. (“Noah”)

Registered address: Room B1002, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen,
People’s Republic of China



Shenzhen Jinyinhe Investment Co., Ltd. (“Designated Party”)

Registered address: 4R, Block A, Haoming Fortune Plaza, Shennan Road, Futian District, Shenzhen,
People’s Republic of China



Qicai Du

Residential Address:
 _____ 



ID No:
 _____ 






Yuzhang He

Residential Address:
 _____ 



ID No:
 _____ 






Xing Liang

Residential Address:
 _____ 



ID No:
 _____ 






Ming Yin

Residential Address:
 _____ 



ID No:
 _____ 






Qicai Du, Yuzhang He, Xing Liang and Ming Yin are hereinafter collectively referred to as the
“Original Shareholders”.



Shenzhen Wentai Education Industry Development Co., Ltd. (“Wentai Education”)

Registered address: Unit 40, 4/F, Block A, Fortune Plaza, Shennan Road Central, Shenzhen



WHEREAS:



1. Prior to the execution of this Agreement, Wentai Education has obtained the requisite
shareholder approvals and met the requirements for the equity transfer and registered capital
increase contemplated hereunder in accordance with the relevant laws and regulations including the
Company Law of the People’s Republic of China and the Articles and Association of Shenzhen Wentai
Education Industry Development Co., Ltd. (the “Company Articles”)



2. Prior to the execution of this Agreement, the Original Shareholders have issued the requisite
written notifications in relation to the equity transfer contemplated hereunder, and
have met the requirements for transferring their equity interests to the third parties in
accordance with the relevant laws and regulations including the Company Law of the People’s
Republic of China and the Company Articles.


 


 









 





3. Noah is a limited liability company established in accordance with the Foreign Enterprises Law
of the People’s Republic of China and the relevant laws and regulations on March 29, 2006, with a
registered capital of US$33 million.



On a fair basis with the aim of mutual benefits, Noah, Wentai Education and the Original
Shareholders hereby execute this Agreement in accordance with the relevant laws and regulations
including the Company Law of the People’s Republic of China and the Company Articles.



Article 1 Equity Transfer and Registered Capital Increase




1.1. After this Agreement is executed, subject to the other provisions on price adjustments, the
Designated Party shall transfer its 40% equity interest in Wentai Education to Noah at a
consideration of RMB 36 million. After the equity transfer, Noah and the Original Shareholders
shall hold 40% and 60% equity interest in Wentai Education, respectively. Of the Original
Shareholders, Qicai Du, Yuzhang He, Xing Liang and Ming Yin shall hold 32.892%, 12.084%, 12.024%
and 3% equity interest in Wentai Education, respectively.



1.2 Simultaneously with the equity transfer contemplated under Clause 1.1 hereof, Noah agrees to
purchase additional equity interest in Wentai Education at a consideration of RMB 90 million, of
which RMB 30 million will become the new registered capital of Wentai Education, and RMB 60 million
will become the new capital reserve of Wentai Education.



1.3 Upon completion of the equity transfer set forth in Clause 1.1 hereof and the capital increase,
the registered capital of Wentai Education shall be RMB 60 million. Changes in the shareholders’
contribution to the registered capital, in absolute value and in proportion, is set forth in the
following table:



	 	 	 	 	 	 	 	 	 
	 	 	Upon completion of registration of the equity	 	 	 	 
	 	 	transfer and capital increase with the State	 	 	Contribution to the registered	 
	Shareholder	 	Administration for Industry and Commerce	 	 	capital by each shareholder	 
	Noah
	 	 	70	%	 	 	4,200	 
	Qicai Du
	 	 	16.446	%	 	 	986.76	 
	Yuzhang He
	 	 	6.042	%	 	 	362.52	 
	Xing Liang
	 	 	6.012	%	 	 	360.72	 
	Ming Yin
	 	 	1.500	%	 	 	90	 
	 	 	 	 	 	 	 
	Total
	 	 	100	%	 	 	6,000	 
	 	 	 	 	 	 	 






1.4 Wentai Education agrees to the above-said capital increase.



1.5 The Original Shareholders agree to the above-said equity transfer, and agree not to exercise
their right of first refusal.



1.6. The Original Shareholders and the Designated Party guarantee to Noah that there exist no third
party rights or other encumbrances on the equity to be transferred hereunder, and no disputes or
litigation has been brought in relation to that equity interest.



1.7 Upon completion of this equity transfer and the capital increase, Noah becomes a shareholder of
Wentai Education entitled to shareholder rights and subject to shareholder obligations.


 


 









 





Article 2 Payment of consideration for equity transfer and capital increase




2.1 Noah shall pay the increased capital to the designated accounts for registered capital and
capital reserve prior to July 1, 2010 and provide the payment proof to Wentai Education by fax.



2.2. The consideration for the equity transfer shall be paid in installments, of which the first
installment (RMB 25 million) will be due on July 12, 2010, the second (RMB 1 million) shall be due
on September 1, 2010, and the last (RMB 10 million, subject to any adjustments) shall be due after
the first two installments have been fully paid. For each installment, Noah shall pay the money
into the account designated by the Designated Party in accordance with the conditions agreed upon
by the parties, and it shall provide the payment proof to the Designated Party.



Article 3 Breach of contract




3.1 Upon execution of this Agreement, any party that fails to perform in whole or in party its
obligations under this Agreement shall be in breach of contract. The breaching party shall be
liable for damages to the innocent parties.



3.2 In case of any breach of contract, the innocent party shall be entitled to affirm this
Agreement.



Article 4 Governing jurisdiction and dispute resolution




4.1 This Agreement is subject to the law of the People’s Republic of China.



4.2 Any dispute arising from or relating to the performance of this Agreement shall first be
resolved through friendly negotiation between the parties, failing which shall be resolved through
court proceedings.



Article 5 Effectiveness of this Agreement and Miscellaneous




5.1 This Agreement shall become effective upon the signature and impression of seals on this
Agreement.



5.2 This Agreement is executed in eight counterparts. Each party shall keep one copy and the
remaining copy shall be used for registration of amendment to company record with the relevant
government authority.



[Signature page to follow]




 


 









 







Noah Education Technology (Shenzhen) Co., Ltd.




	 	 	 
	/s/
	 	 






[Company seal of Noah Education Technology (Shenzhen) Co., Ltd. is affixed]




Shenzhen Jinyinhe Investment Co., Ltd.




	 	 	 
	/s/
	 	 






[Company seal of Shenzhen Jinyinhe Investment Co., Ltd. is affixed]




Qicai Du




	 	 	 
	/s/ Qicai Du
	 	 
	 
	 	 
	Yuzhang He
	 	 






	 	 	 
	/s/ Yuzhang He	 	 
	 

	Xing Liang







	 	 	 
	/s/ Xing Liang
	 	 
	 
	 	 
	Ming Yin
	 	 






	 	 	 
	/s/ Ming Yin
	 	 






Shenzhen Wentai Education Industry Development Co., Ltd.




	 	 	 
	/s/
	 	 






[Company seal of Shenzhen Wentai Education Industry Development Co., Ltd. is affixed]