Exhibit 4.22





Exhibit 4.22



English Translation




SERVICE AGREEMENT




This
Service Agreement (this “Agreement”) is made on
October 28, 2010 in Shenzhen, the People’s Republic of
China:



BETWEEN:



Party A: Shenzhen Wentai Education Industry Development Co., Ltd.

Address: Unit 40, 4th Floor, Block A, Fortune Plaza, Shennan Middle Road, Shenzhen




Party B: Shenzhen Wentai Investment Co., Ltd.

Address: 4Q, Block A, Haowing Fortune Plaza, Shennan Middle Road, Shenzhen




WHEREAS:



1. Party A is a limited liability company duly incorporated and validly existing in the People’s
Republic of China (the “PRC”, and for the purpose of this Agreement, excluding Hong Kong, Macao and
Taiwan), which is primarily engaged in technical and support business in educational management and
the consulting business in relation thereto, and has extensive experience and resources in the
related businesses mentioned above.



2. Party B is a limited liability company duly incorporated and validly existing in the PRC, which
is primarily engaged in the business of the establishment, operation and management of educational
institutions.



NOW, THEREFORE, it is agreed as follows after mutual consultation:




	1.	 	Support and Consulting Service of Educational Management







	 	1.1	 	Party B agrees that it will appoint Party A as its exclusive provider for the
support and consulting service of educational management to provide any technical
service and consulting service in relation to its business operation (the “Support and
Consulting Service of Educational Management”), including without limitation:







	 	1.1.1	 	provision of support service in relation to educational management;







	 	1.1.2	 	provision of professional consulting service in relation to
educational management business;







	 	1.1.3	 	provision of support service in relation to computers and
other technologies;







	 	1.1.4	 	provision of professional training in management and education
for the management staff and teachers of Party B and its institutions;





 


 









 






	 	1.1.5	 	provision of consultation proposals relating to market
research, planning and development for the development of Party B and its
institutions;







	 	1.1.6	 	provision of consultation proposals relating to business plan
and commercial strategy for the business operation and management of Party B
and its institutions;







	 	1.1.7	 	as entrusted by Party B, provision of all support for the
development plan, subsequent management and further market development of Party
B and its institutions;







	 	1.1.8	 	assisting Party B and its institutions in their marketing and
public relation activities;







	 	1.1.9	 	assisting Party B and its institutions in identifying any
opportunity to cooperate with other organizations;







	 	1.1.10	 	provision of consultation proposals relating to client management and
development for any working partner of Party B and its institutions;







	 	1.1.11	 	as entrusted by Party B, being responsible for the accounting and financial
management of Party B and its institutions;







	 	1.1.12	 	provision of consultation proposals relating to human resources and labor
relationship management for Party B and its institutions;







	 	1.1.13	 	provision of channels and proposals to solve all kinds of management problems
arisen in the course of the business operation for Party B and its
institutions;







	 	1.1.14	 	as entrusted by Party B, being responsible for the planning, development,
implementation and management of enterprise management system of Party B and
its institutions;







	 	1.1.15	 	any other services as agreed by the parties.







	 	1.2	 	The entrustment and authorization given by Party B to Party A hereunder shall
be sole, exclusive and irrevocable right. Without the prior written consent of Party
A, Party B shall not accept the support and consulting service of educational
management from any third party (including its shareholders).





 


 









 










	2.	 	Service Fee and Payment Method







	 	2.1	 	Party B shall pay to Party A any service fee in respect of the support and
consulting service of educational management rendered by Party A (the “Service Fee”).
The Service Fee shall be determined by taking into account any income generated by
Party B from such service in general; and given that the technical support and
consulting service provided by Party A to Party B is comprehensive and exclusive in
nature, and covers the business operation of
Party B in all aspects, Party B agrees to pay the Service Fee to Party A on an
annual basis, which will be calculated at 95% of the net income of Party B for
each year during the term hereof as the Service Fee for Party A. If the parties
agree to continue their cooperation upon expiry hereof, the calculation of the
Service Fee and its payment method shall be separately determined by the parties
through consultation.







	 	2.2	 	Party B shall, within 30 after the end of each fiscal year during the term
hereof, provide Party A with corresponding financial data or relevant statements.
Party A shall, after confirmation of the same, provide Party B with the relevant
invoices in a timely manner. Within 30 days of the receipt of the above invoices,
Party B shall credit the annual Service Fee into the following bank account designated
by Party A.







Name of the bank designated by Party A:




Name of account holder: Shenzhen Wentai Education Industry
Development Co., Ltd.




Account number:




Party A shall have the right to designate its employee or external accountant
(“Party A’s Authorized Representative”) to conduct an audit at any time on the
financial situation of Party B so as to determine the exact amount of the Service
Fee. In this case, Party B shall provide Party A’s Authorized Representative with
any document, book of accounts, evidence, financial record and other data as
required by him/her/it for the audit. In the event of any inconsistence between the
amount of the Service Fee determined by each of Party A and Party B, the amount
confirmed by Party A’s Authorized Representative shall prevail.




	 	2.3	 	No deduction (such as taxes and handling charge imposed by banks, etc.) shall
be made from the Service Fee paid by Party B to Party A pursuant to this Agreement.
All such deduction shall be borne by Party B.







	 	2.4	 	Party A shall, within 30 days after the end of each quarter, provide Party B
with a report giving a full account of the support and consulting service rendered by
Party A in the last quarter for Party B to make an evaluation, and shall make
amendments to such report according to the requirements of Party B in a timely manner.
Party A shall, within 30 days after the end of each year, provide Party B with a report
describing its annual services.







	3.	 	Intellectual Property Right







All rights arising from the performance of this Agreement, including copyrights, patent
rights, knowhow, trade secrets and other intellectual property rights, shall be the property
of Party A. Any license to use such rights shall be determined separately by Party A and
Party B through consultation.


 


 









 






	4.	 	Confidentiality







	 	4.1	 	Any party who has an access to or is aware of all technical materials and
information of the other party (the “Confidential Information”) due to the execution
and performance of this Agreement shall bear a confidentiality obligation, regardless
of whether such other party has taken confidentiality measures. Without the prior
written consent of the other party, the party who is aware of Confidential Information
shall not divulge, disclose or transfer the Confidential Information to any third
party, or use such Confidential Information for the interest of any third party.







	 	4.2	 	The party who is aware of Confidential Information guarantees that it will
provide the Confidential Information to those employees, advisors and agents who need
to obtain such information for the purpose of performing this Agreement only, and that
any employee, advisor and agent who has an access to such Confidential Information
shall bear the same confidentiality obligation as set forth in this Article. Any
violation by such personnel of the confidentiality obligation shall be deemed as a
breach of this Article by the party who is aware of the Confidential Information, in
which case, the party who is aware of the Confidential Information shall be liable to
make compensation to the other party for such breach pursuant to this Agreement.







	 	4.3	 	Upon termination hereof, the party who is aware of the Confidential Information
shall return to the other party or destroy all documents and other data carriers
containing Confidential Information according to the requirements of the other party.
No such Confidential Information shall continue to be kept in or used by any memory
device of the party who is aware of the Confidential Information.







	 	4.4	 	Party A and Party B agree that this Article shall survive regardless of whether
this Agreement is modified, discharged or terminated.







	5.	 	Representations and Warranties







	 	5.1	 	Party A hereby represents and warrants as follows:







	 	5.1.1	 	Party A is a limited liability company duly incorporated and
validly existing under the laws of the PRC.







	 	5.1.2	 	Party A has taken the necessary corporate actions and been
granted appropriate authorization, and has obtained the consents and approvals
from third parties and the government; nothing contained in this Agreement
violates any law and internal rule of the company that is binding upon or
having an effect on it.







	 	5.1.3	 	With respect to the execution and performance of this
Agreement, there is no false information in any facts disclosed by Party A to
Party B and the relevant PRC departments with competent jurisdiction, nor is
there any significant event that is required to but omitted to be disclosed.







	 	5.1.4	 	This Agreement constitutes the legal, valid and binding
obligation of Party A, and is enforceable against it pursuant to the provisions
hereof once it becomes effective.






 


 









 







	 	5.2	 	Party B hereby represents and warrants as follows:







	 	5.2.1	 	Party B is a limited liability company duly incorporated and
validly existing under the laws of the PRC.







	 	5.2.2	 	Party B has taken the necessary corporate actions and been
granted appropriate authorization, and has obtained the consents and approvals
from third parties and government; nothing contained in this Agreement violates
any law and internal rule of the company that is binding upon or having an
effect on it.







	 	5.2.3	 	With respect to the execution and performance of this
Agreement, there is no false information in any facts disclosed by Party B to
Party A and the relevant PRC departments with competent jurisdiction, nor is
there any significant event that is required to but omitted to be disclosed.







	 	5.2.4	 	This Agreement constitutes the legal, valid and binding
obligation of Party B, and is enforceable against it pursuant to the provisions
hereof once it becomes effective.







	6.	 	Effectiveness and Term







	 	6.1	 	This Agreement is signed
as of the day first written
above and shall become effective on the date separately agreed by the
parties hereto in writing.







	 	6.2	 	This Agreement shall have a term of 20 years, except for early termination
hereunder.







	 	6.3	 	This Agreement may be extended automatically for one year if the parties do not
raise any objection in writing prior to the expiration hereof.







	7.	 	Termination







	 	7.1	 	This Agreement shall be terminated on its expiry date unless renewed pursuant
to this Agreement.







	 	7.2	 	Without prejudice to any rights or remedies available to Party A by the
operation of laws or due to other reasons, Party A may terminate this Agreement
immediately after a written notice is given to Party B if any of the following
circumstances occurs: (1) Party B violates this Agreement, and fails to make any remedy
in respect thereof within 30 business days after receiving a written notice from Party
A, or (2) Party B is closed down, dissolved, liquidated, applies or is applied for
bankruptcy, or its business license is revoked, or it falls into other similar
circumstances.




 


 









 











	 	7.3	 	During the term hereof, Party A may terminate this Agreement at any time by
giving a 30-days prior written notice to Party B.







	 	7.4	 	During the term hereof, Party B shall not terminate this Agreement prior to its
expiry date due to any reason.







	 	7.5	 	After the termination hereof, the rights and obligations of the parties under
Articles 4 and 8 hereof shall remain in effect.







	8.	 	Dispute Resolution







Any disputes between the parties arising from the interpretation and performance of any
provisions hereof shall be resolved in good faith by them through consultation. If no
agreement can be reached within fifteen (15) business days after a party proposes to resolve
a dispute through consultation, either party may submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration
rules currently in effect. The seat of arbitration shall be Shenzhen. The arbitration
shall be conducted in Chinese. The arbitral award shall be final and binding upon the
parties.




	9.	 	Force Majeure







	 	9.1	 	An “Event of Force Majeure” means any event which is unforeseeable, or the
occurrence and consequences of which is unavoidable and cannot be overcome even though
it can be foreseen, including but not limited to war or natural disaster. However, the
shortage of credit, capital or financing shall not be deemed as an Event of Force
Majeure.







	 	9.2	 	When the performance of this Agreement is delayed or prevented due to the
“Event of Force Majeure” defined above, the party so affected shall not be required to
assume any liabilities hereunder, provided that it makes all reasonable and practicable
effort to perform this Agreement or to minimize the impact of force majeure and to the
extent that it is within the scope of the delay or prevention. Once the cause for
exemption from such liabilities is rectified and remedied, the parties agree to resume
the performance of their respective obligations hereunder with their greatest efforts.







	10.	 	Governing Law







The performance, interpretation and enforceability of this Agreement shall be governed by
the laws of the PRC.




	11.	 	Notice







All notices or other communications required to be given by a party pursuant to this
Agreement shall be made in Chinese, and shall be deemed to have been duly served if
delivered by hand, or sent by registered mail or prepaid mail, or by a recognized express
service or by facsimile transmission to the party concerned or both parties at the following
correspondence addresses.


 


 









 






Party A: Shenzhen Wentai Education Industry Development Co., Ltd.

Address: Unit 40, 4th Floor, Block A, Fortune Plaza, Shennan Middle Road,
Shenzhen




Party B: Shenzhen Wentai Investment Co., Ltd.

Address: 4Q, Block A, Haowing Fortune Plaza, Shennan Middle Road, Shenzhen




	12.	 	Assignment of this Agreement







	 	12.1	 	Party B shall not, directly or indirectly, transfer, sub-license, lease, offer
as gift, pledge, entrust, make as contribution in kind or otherwise dispose of its
rights and/or obligations hereunder to any third parties, unless with the prior written
consent of Party A.







	 	12.2	 	Party B hereby agrees that Party A may timely transfer all or part of its
rights and/or obligations hereunder to any third parties according to the actual
situation. Party A shall only be required to serve prior notice to Party B when such
transfer is made, and no written or oral confirmation shall be further required from
Party B in respect of such transfer.







	13.	 	Severability of this Agreement







If any provision of this Agreement is invalid or unenforceable due to its inconsistency with
the relevant laws, such provision shall be deemed to be invalid only to the extent within
the scope of the related jurisdiction, and shall not affect the legal effect of the other
provisions hereof.




	14.	 	Amendment and Supplement to this Agreement







The parties may make any amendment and supplement to this Agreement at any time by written
agreement. Such amendment or supplement shall, once signed by the respective authorized
representatives of the parties, form an integral part of this Agreement, and shall have the
same legal effect as this Agreement.




	15.	 	Miscellaneous





This Agreement
supersedes the Service Agreement dated April 23, 2010 between Party A and
Party B (the “Original Service Agreement”). The Original
Service Agreement is terminated and ceases to have any legal effect.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
authorized representatives on the day first above written.




(The remainder of this page is intentionally left blank.)


 


 









 





THIS IS HEREBY CERTIFIED THAT the parties hereto have given their signature on four originals of
this Agreement on the day first written above for the execution of this Agreement.



Party A: Shenzhen Wentai Education Industry Development Co., Ltd.

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



	 	 	 	 	 
	Authorized Representative:

	 	/s/
	 	 
	 

	 	 	 	 






Party
B: Shenzhen Wentai Investment Co., Ltd.

[Chop of Shenzhen Wentai Investment Co., Ltd. is affixed]



	 	 	 	 	 
	Authorized Representative:

	 	/s/