Exhibit 4.20
  English Translation
 INVESTMENT AGREEMENT




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TABLE OF CONTENTS
 Article 1 Form of Investment
    
    
    4Article 2 Payment of the Capital Increase Amount and Equity Transfer Price
    
    
    6Article 3 Conditions Precedent for the Equity Transfer and Capital Increase
    
    
    9Article 4 Miscellaneous
    
    
    10Article 5 Non-Competition Obligations
    
    
    13Article 6 Supplement, Amendment to, Modification and Discharge of this Agreement
    
    
    14Article 7 Liabilities for Breach of Contract
    
    
    15Article 8 Force Majeure
    
    
    16Article 9 Governing Law and Dispute Resolution
    
    
    16Article 10 Notice and Delivery
    
    
    17Article 11 Disclosure of Information
    
    
    18Article 12 Bye-laws
    
    
    20
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This Agreement
  Noah Educational Technology (Shenzhen) Co., Ltd. (Noah)
 Du Qicai
 He Yuzhang
 Liang Xing
 Yin Ming
 Du Qicai, He Yuzhang, Liang Xing and Yin Ming are collectively referred to as the Original
Shareholders.
 Shenzhen Wentai Education Industry Development Co., Ltd. (Wentai Education)  th
 Xu Dong
  1.
    
    Noah is a limited liability company established on March 29, 2006 under the Company Law
of the Peoples Republic of Chinaand the relevant laws and regulations, with a registered
capital of US$33 million. Noah intends to cooperate with the Original Shareholders to
accept the transfer of certain equity interest of Wentai Education from a party designated
by the Original Shareholders (the Designated Party) and to increase the capital of Wentai
Education pursuant to the terms and conditions of this Agreement and all exhibits hereto.2.
    
    Du Qicai, He Yuzhang, Liang Xing and Yin Ming, who are the Original Shareholders of
Wentai Education, own 54.82%, 20.14%, 20.04% and 5% of its equity interest, respectively.
The Original Shareholders intend to first transfer 40% of their equity interest in Wentai
Education to the Designated Party, who will then transfer such 40% equity interest of
Wentai Education to Noah pursuant to the terms and conditions of this Agreement and all
exhibits hereto. Upon completion of the above equity transfer, Noah will increase the
capital of Wentai Education and operate it jointly with the Original Shareholders pursuant
to the terms and conditions of this Agreement and all exhibits hereto.
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3.
    
    Du Qicai intends to cooperate with Xu Dong to borrow a loan from Wentai Education for
the investment in and establishment of Shenzhen Wentai Investment Co., Ltd. (Wentai
Investment) and the acquisition of all 67% equity interest held by Wentai Education, Du
Qicai, He Yuzhang and Liang Xing in Zhongda Foundation in the name of Wentai Investment
pursuant to the terms and conditions of this Agreement and all exhibits hereto.4.
    
    Wentai Education is a limited liability company established on February 28, 2001 under
the Company Law of the Peoples Republic of Chinaand the relevant laws and regulations,
with an existing registered capital of Thirty Million Renminbi (RMB30,000,000). Wentai
Education intends to provide any service relating to educational industry to its schools,
as well as all schools invested and established by Wentai Investment and Zhongda
Foundation, and to obtain any return generated therefrom accordingly.5.
    
    Guangzhou Zhongda Foundation Education Investment and Management Co., Ltd. (Zhongda
Foundation) is a limited liability company established on April 7, 2008 under the Company
Law of the Peoples Republic of Chinaand the relevant laws and regulations, with a
registered capital of Forty Million Renminbi (RMB40,000,000). Currently, Zhongda
Foundation is owned as to 33%, 33%, 19%, 7.5% and 7.5% by Guangzhou Zhongda Holdings Co.,
Ltd., Wentai Education, Du Qicai, He Yuzhang and Liang Xing, respectively. Wentai
Education, Du Qicai, He Yuzhang and Liang Xing intend to transfer all of their 67% equity
interest in Zhongda Foundation to Wentai Investment.6.
    
    Through strategic investment and cooperation, and by combining Noahs competitive edge
in brand name, capital, content and national marketing channels with the resources of local
educational services owned by the Original Shareholders and their strength of school
management, the parties hereto intend to speed up the rapid development of Wentai Education
with an ultimate aim of seeking for the listing of Wentai Education.
 Company Law Regulations for the Administration of Companies
Registration of the Peoples Republic of China
 ARTICLE 1 FORM OF INVESTMENT
 1.1
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Equity Transfer Price
 Capital Increase
Amount
 Equity Transfer and
Capital Increase
 After the Completion of Change
    
    
    Capital ContributionsPrior to the
    
    
    of Registration in Respect of the
    
    
    Ultimately Subscribed byCurrent
    
    
    Equity Transfer
    
    
    Equity Transfer and Capital
    
    
    the Parties towards theEquity
    
    
    and Capital
    
    
    Increase with the Administration
    
    
    Registered CapitalShareholder
    
    Ratio
    
    
    Increase
    
    
    for Industry and Commerce
    
    
    (RMB/Ten Thousand)Noah
    
    
    0
    %
    
    
    0
    %
    
    
    70
    %
    
    
    4,200Designated Party
    
    
    0
    %
    
    
    40
    %
    
    
    0
    %
    
    
    0Du Qicai
    
    
    54.82
    %
    
    
    32.892
    %
    
    
    16.446
    %
    
    
    986.76He Yuzhang
    
    
    20.14
    %
    
    
    12.084
    %
    
    
    6.042
    %
    
    
    362.52Liang Xing
    
    
    20.04
    %
    
    
    12.024
    %
    
    
    6.012
    %
    
    
    360.72Yin Ming
    
    
    5
    %
    
    
    3
    %
    
    
    1.500
    %
    
    
    90Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    6,000
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1.2 Loan Agreement Wentai Investments Articles Equity Pledge Agreement
 1.3
 1.4 Service Agreement
 ARTICLE 2 PAYMENT OF THE CAPITAL INCREASE AMOUNT AND EQUITY TRANSFER PRICE
 2.1 Equity Transfer and Capital Increase Agreement Wentai Educations Articles Completion Date for the Equity Transfer
and Capital Increase
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2.2
 (1)
    
    save for the relevant documents that shall be solely issued by Noah, any other
documentation as required by Article 3 hereof showing that all conditions precedent for
the Equity Transfer and Capital Increase should have been satisfied; or(2)
    
    the written payment notice issued by Wentai Education to Noah with respect to
the Capital Increase, setting out clearly the amount of the Capital Increase Amount
payable, its payment date and the specific information of a special account designated
for registered capital and capital reserve; and the written payment notice issued by
the Designated Party to Noah with respect to the payment of the Equity Transfer Price,
setting out clearly the specific information of an account designated for payment.
 2.3
 2.4 Valuation Adjustment Period Expected Valuation Adjustment Value Actual Valuation Adjustment Value
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2.5
 2.6 Completion Date for Change of Registration
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ARTICLE 3 CONDITIONS PRECEDENT FOR THE EQUITY TRANSFER AND CAPITAL INCREASE
 3.1
 (1)
    
    there should be no law or regulation, nor judgment, ruling, decision or order
of any court or the relevant government departments that restricts, prohibits or
rescinds the Capital Increase or equity transfer of Wentai Education; nor should there
be any litigation, arbitration, judgment, ruling, decision or order that is pending or
reasonably expected to be likely to occur, which has or would have an adverse effect on
the Original Shareholders, Noah or Wentai Education, or the Equity Transfer and Capital
Increase of Wentai Education;(2)
    
    the existing shareholders of Wentai Education should give their approval and
waive their pre-emptive right;(3)
    
    the Original Shareholders, Designated Party and Wentai Education should
successfully complete the execution of this Agreement, the Equity Transfer and Capital
Increase Agreement and Wentai Educations Articles as listed in Exhibit 1, and any
other document required to be signed for the Equity Transfer and Capital Increase;(4)
    
    the Original Shareholders, Designated Party and Wentai Education should have
completed all matters relating to reorganization as specified in Exhibit 4 
Reorganization that are required to be completed prior to the Completion Date for the
Equity Transfer and Capital Increase;(5)
    
    the Original Shareholders, Designated Party, Wentai Education and the related
parties should have entered into all agreements pursuant to the Reorganization
Agreements listed in Exhibit 3. If any part of the Reorganization Agreements is
required to be amended or revised, a written approval shall be obtained from Noah;(6)
    
    the Original Shareholders, Designated Party and Wentai Education should have
provided Noah with a business plan and financial budget for the 12 months after the
completion, and shall have obtained an approval from Noah;(7)
    
    Noah should have completed the due diligence on the business, legal and
financial affairs of Wentai Education, which is to the satisfaction of Noah;(8)
    
    the substantial debts and liabilities of Wentai Education listed below should
have been properly dealt with:
 1)
    
    Wentai Education shall repay all of its external debts,
employees salaries and bonus payable and other payables, etc. with the rights
and benefits available to it prior to December 31, 2009;2)
    
    associated liabilities (for example, liabilities between
Zhongda Foundation and Wentai Education and its educational institutions) can
be set off against each other;3)
    
    income to be received by Wentai Education in advance (including
tuition fees and accommodation expenses) shall be reserved in the form of cash
of the company;
 4)
    
    the remaining cash amount of profits of Wentai Education prior
to 2009 has been distributed. From January 1, 2010, Wentai Education shall
keep its profits.
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(9)
    
    Wentai Education should have entered into the Labor Contract, Non-Competition
Agreement and Enterprise Confidentiality Contract, the contents of which are the same
as those listed in Exhibit 6, and any similar agreement as recognized by Noah with the
key personnel of the Original Shareholders, Wentai Education, Zhongda Foundation and
the Educational Institutions (as defined below) listed in Exhibit 2, and such key
personnel should have issued to Wentai Education a letter of undertaking, which shall
include the following undertakings: i) unless his/her resignation has been approved by
Noah or a separate arrangement is made by Noah, he/she shall seek profits for Wentai
Education in the coming three years; ii) unless with the written approval of Wentai
Education, he/she shall not engage in any business that is in competition with Wentai
Education within 2 years after his/her departure;(10)
    
    from the date of this Agreement (including the execution date) to the
Completion Date for the Equity Transfer and Capital Increase, all representations and
warranties made by the Original Shareholders, Designated Party and Wentai Education in
Exhibit 5 should continue to be true, complete and accurate, and they should perform
the representations and warranties stipulated in Exhibit 5, and should not act in
breach of Exhibit 5;(11)
    
    from the date of this Agreement (including the execution date) to the
Completion Date of the Equity Transfer and Capital Increase, there should be or should
have been no event, fact, condition, change or other circumstance which has had or is
reasonably expected to be likely to have a material adverse effect on Wentai Education;(12)
    
    from the date of this Agreement (including the execution date) to the
Completion Date of the Equity Transfer and Capital Increase, there should have been no
material adverse change in the assets structure and condition of Wentai Education;(13)
    
    prior to the Completion Date for the Equity Transfer and Capital Increase
(including the Completion Date for the Equity Transfer and Capital Increase), the
Original Shareholders, Designated Party and Wentai Education should have fully
performed and complied with the conditions, obligations and undertakings that shall
become effective prior to or on the Completion Date for the Equity Transfer and Capital
Increase as stipulated herein, respectively.
 ARTICLE 4 MISCELLANEOUS
 4.1
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4.2
 (1)
    
    The Original Shareholders and Wentai Education shall, within 15 business days
after the payment by Noah of the Capital Increase Amount, make their best effort to
complete the formalities in relation to the change of registration with the department
in charge of industrial and commercial administration.(2)
    
    The Original Shareholders and Wentai Education agree and undertake that they
will complete all matters relating to reorganization as stipulated in Exhibit 4 
Reorganization or as approved in writing prior to the Completion Date for the Equity
Transfer and Capital Increase that shall be completed within a given period after the
Completion Date for the Equity Transfer and Capital Increase in the manner satisfactory
to Noah.(3)
    
    The key financial personnel of Wentai Education and the Educational
Institutions shall be the personnel nominated by Noah and employed by Wentai Education
and the Educational Institutions, and such financial personnel shall have the right to
inspect all financial information and account books of Wentai Education and the
Educational Institutions at any time.
 4.3
 4.4
 4.5
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(1)
    
    such individual provision is not legally binding, and does not affect the legal
binding effect of this Agreement as a whole and its other provisions;(2)
    
    If this Agreement or any particular provision is held by the relevant
arbitration authority or court to be non-legally binding, which would as a result have
an adverse effect on Noah, the Original Shareholders and Wentai Education shall not
deny the economic benefits of Noah under this pretext. They shall adopt any reasonable
recommendation put forward by Noah, carry out any other alternative proposal as
permitted by laws and confer to Noah the same or equivalent economic benefits and legal
rights.
 4.6
 4.7
 4.8
 4.9
 4.10
 4.11
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4.12
 4.13
 4.14
 4.15
 4.16
 ARTICLE 5 NON-COMPETITION OBLIGATIONS
 5.1 Competing Business
 5.2 Competing Activity
 (1)
    
    having a controlling interest in, holding equity interest of, or indirectly
controlling any company or other organization which is engaged in the Competing
Activity;
 (2)
    
    being a director, management staff, advisor or employee of any company or other
organization which is engaged in the Competing Activity;
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(3)
    
    providing loans, customer information or assistance of any other forms to any
company or other organization which is engaged in the Competing Activity;(4)
    
    directly or indirectly obtaining interests from the Competing Activity or any
company or other organization that is engaged in the Competing Activity;(5)
    
    employing in any way any person departing from Wentai Education, Wentai
Investment or Zhongda Foundation since the Completion Date for the Equity Transfer and
Capital Increase through any individual or organization that is directly or indirectly
controlled by them or has an interest relationship with them; and(6)
    
    seeking in any way to employ any employees retained by Wentai Education, Wentai
Investment or Zhongda Foundation at that time.
 ARTICLE 6 SUPPLEMENT, AMENDMENT TO, MODIFICATION AND DISCHARGE OF THIS AGREEMENT
 6.1
 6.2
 6.3
 (1)
    
    The parties hereto jointly discharge this Agreement and confirm the time of
such discharge to take effect by a written agreement;(2)
    
    A party may notify the other party in writing of the discharge of this
Agreement and state the effective date of such discharge in a notice at least 10
business days prior to the effective date of the discharge if any one of the following
circumstances occur:
 a)
    
    any representation or warranty made by the other party is
untrue in all material aspects or there is material omission in it at the time
when such representation or warranty is made or on the Completion Date for the
Equity Transfer and Capital Increase;b)
    
    when the other party fails to perform his/her/its agreements,
undertakings and obligations hereunder in all material aspects pursuant to this
Agreement, the abiding party may notify the defaulting party in writing that
such breach shall be rectified within thirty (30) days of the receipt of such
notice. If such breach has not been rectified or the defaulting party does not
put forward any rectification/compensation proposal that is acceptable to the
abiding party (if such proposal is reasonable, the abiding party shall not
reject it) within such thirty (30) day period, and the abiding party reasonably
believes that such breach may have a significant impact on the financial
situation of the
company, the abiding party shall be entitled to discharge this Agreement by
giving written notice to the defaulting party;
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(3)
    
    If the completion of the Equity Transfer and Capital Increase as described in
Article 2.1 hereof cannot be made with 90 days after the date hereof, Noah shall be
entitled to discharge this Agreement.(4)
    
    Notwithstanding Article 6.3(3) hereof, if the completion of the Equity Transfer
and Capital Increase as described in Article 2.1 hereof cannot be made within 90 days
after the date hereof due to the fault of Noah, the Original Shareholders or Wentai
Education shall be entitled to discharge this Agreement.
 6.4
 (1)
    
    This Agreement shall have no effect if it is discharged in accordance with any
clause of Article 6.3 listed above;(2)
    
    After the discharge of this Agreement, the parties hereto shall, based on the
principles of fairness, reasonableness and good faith, return any total investment
amount from Noah hereunder, including the loan of RMB4.2 million extended by Noah to
the Original Shareholders under Article 4.6 hereof, and shall resume to the original
condition at the time of the execution of this Agreement as much as possible. To the
extent that the Original Shareholders and Wentai Education make material mistakes, the
parties hereto shall also pay any interest accrued on the total investment amount of
Noah for the period from the date of capital contribution to the return of such
investment amount to Noah, which interest shall be calculated at an annual interest
rate of 3%.(3)
    
    After the discharge of this Agreement, all rights and obligations of the
parties hereto under this Agreement shall be terminated immediately. No other claims
shall be made by a party against the other party in respect of this Agreement or the
discharge hereof, except for the liabilities that shall be undertaken under Article 7
hereof.
 ARTICLE 7 LIABILITIES FOR BREACH OF CONTRACT
 7.1
 7.2
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7.3
 ARTICLE 8 FORCE MAJEURE
 8.1
 8.2
 8.3 Event of Force Majeure
 ARTICLE 9 GOVERNING LAW AND DISPUTE RESOLUTION
 9.1
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9.2
 9.3
 ARTICLE 10 NOTICE AND DELIVERY
 10.1 Notice
 Noah
     Du Qicai, He Yuzhang, Liang Xing and Yin Ming
  th
    Wentai Education
  th
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Xu Dong
      10.2
 (1)
    
    if delivered in person, such Notice shall be deemed to have been given at the
time when the recipient gives his/her signature for confirmation of the receipt
thereof. No delivery shall be deemed as valid if such recipient has not signed for
confirmation;(2)
    
    if sent by post, such Notice shall be sent by registered and express mail or
courier, and shall be deemed to have been given on the 7th day after it was put into
the post;(3)
    
    if sent by facsimile or email, such Notice shall be deemed to have been given
after the confirmation of the recipient. The date when confirmation is made by the
recipient shall be deemed as the date of delivery.
 10.3 Changing Party
 ARTICLE 11 DISCLOSURE OF INFORMATION
 11.1
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11.2
 11.3 Confidential Information
 11.4
 11.5
 11.6 bona fide
 11.7
 11.8
 (1)
    
    any information disclosed or used as required by laws or any regulatory
authorities;(2)
    
    any information disclosed or used as required by any judicial proceeding in
connection with this Agreement or any other agreements signed pursuant to this
Agreement, or any information of relevant matters disclosed to the taxation authority;(3)
    
    any information disclosed to professional advisors of the parties, and the
parties shall request such professional advisors to observe the requirements of this
Article 11 with respect to the Confidential Information, as if they were a party to
this Agreement;(4)
    
    any information that has been in the public domain due to any reason other than
the fault of the parties hereto or the company;
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(5)
    
    any information disclosed under Articles 11.6 and 11.7;(6)
    
    any information disclosed or used with the prior written approval of the other
parties.
  ARTICLE 12 BYE-LAWS
 12.1
 12.2
 12.3
 12.4
   12.5
 12.6
 12.7
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Noah Educational Technology (Shenzhen) Co., Ltd. (Chop)  [Chop of Noah Educational Technology (Shenzhen) Co., Ltd. is affixed]
 Authorized Representative:
    
    /s/
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Shenzhen Wentai Education Industry Development Co., Ltd. (Chop)  [Chop of Shenzhen Wentai Education Industry Development Co., Ltd. is affixed]
 Authorized Representative:
    
    /s/
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Du Qicai/s/ Qicai DuHe Yuzhang/s/ He YuzhangLiang Xing/s/ Liang XingYin Ming/s/ Yin Ming
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Xu Dong/s/ Xu Dong
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LIST OF EXHIBITS
     25




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Wentai Education:
    
    Chairman
    
    Du QicaiDirector
    
    Liang XingDirector
    
    He YuzhangFinance Manager
    
    Ouyang Xingrong
            26




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27




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1.
    
    Representations and Warranties by Noah
 1.1
    
    Legal Status and Capacity of Noah. Noah has full and independent legal status and
capacity to execute, deliver and perform this Agreement, and may act as a party to a
litigation separately. The execution by Noah of this Agreement and the performance of its
obligations hereunder shall not violate any relevant laws, regulations and governmental
orders, nor shall they be in conflict with any contract or agreement to which it is a party or
which is binding upon its assets. This Agreement shall be legally binding on Noah. The
execution and performance of this Agreement will not violate or contradict with any terms in
the articles of association of Noah or its other constitutional rules.1.2
    
    Capacity to Pay and Authorization. Noah guarantees that it has sufficient capacity
to pay the Capital Increase Amount and the Equity Transfer Price to Wentai Education and the
Original Shareholders in accordance with the terms and conditions hereof. Noah has obtained
all consents or authorizations from third parties that are necessary for the transactions
contemplated hereunder.
 2.
    
    Representations and Warranties by the Original Shareholders, Designated Party and Wentai
Education
  2.1
    
    Authorization. The execution by the Original Shareholders and Wentai Education of
this Agreement, the performance of all their respective obligations hereunder and the
consummation of all the transactions contemplated hereunder have been fully and duly
authorized. This Agreement is legally binding upon the Original Shareholders and Wentai
Education.2.2
    
    Investment. Save for the circumstances disclosed, the Original Shareholders, Wentai
Education and Zhongda Foundation have no share in other companies, affiliates, offices, branch
offices and other social organizations, or shareholders interest in any business that is in
competition with the principal business of Wentai Education and Zhongda Foundation; nor do
they directly or indirectly control or hold any share in any other entity, nor have any
interest in any other entity whose business is in competition with the principal business of
Wentai Education and Zhongda Foundation. The Original Shareholders do not in any way take
part or participate in any business operation that is in competition with the principal
business of Wentai Education and Zhongda Foundation.2.3
    
    No Conflict. The execution and performance by the Original Shareholders and Wentai
Education of this Agreement will not result in any violation or conflict of any terms of
Wentai Educations Articles or any other constitutional rules, and any violation of the PRC
mandatory laws and regulations; all the Original Shareholders and Wentai Education have
obtained any consent or authorization from third parties that is necessary for the
transactions contemplated hereunder. The Original
Shareholders have complete, lawful and full capacity for civil conducts and civil rights.
There is no circumstance where any civil right is subject to restrictions.
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2.4
    
    Validly Existing. Each of Wentai Education and Zhongda Foundation is an entity
incorporated and validly existing under applicable laws. Wentai Education and Zhongda
Foundation have fully paid their respective registered capitals according to the payment
schedule set out in their respective articles of association, approval documents and business
licenses (the Incorporation Documents), which is in compliance with the requirements of the
PRC laws. There is no registered capital that has not been paid or delayed in payment, and
there is no registered capital that has been taken away. All the Incorporation Documents of
Wentai Education and Zhongda Foundation have been legally and validly approved or registered
(if required), and are valid and enforceable under the laws of the PRC. The business scopes
of Wentai Education and Zhongda Foundation as set forth in the Incorporation Documents are met
with the PRC legal requirements. The production and business operation of Wentai Education
and Zhongda Foundation are in compliance with the laws of the PRC. All certificates, licenses
and permits required for the production and business operation of Wentai Education and Zhongda
Foundation under the laws of the PRC have been applied for and obtained according to laws;
Wentai Education and Zhongda Foundation have carried out (including without limitation) all
registration formalities with national and local civil affairs bureaux and education bureaux
of the PRC, as well as other relevant administrative departments in respect of the investment
in and operation of all compulsory and early childhood educational institutions developed by
them, which include: Chunmiao Kindergarten in Nanshan District, Shenzhen, Foreign Language
School attached to Zhongda in Dongguan, Huizhou Foreign Language School, Kindergarten of
Huizhou Foreign Language School, Foreign Language School attached to Sun Yat-Sen University in
Nanhai District, Foshan, Kindergarten of Four Seasons Flower City Foreign Language School
attached to Sun Yat-Sen University in Nanhai District, Foshan, Foreign Language Kindergarten
(No. 2 Kindergarten) attached to Zhongda in Nanhai District, Foshan, Lanshan Foreign Language
Experimental Primary School attached to Zhongda in Baiyun District, Guangzhou, Lanshan Foreign
Language Experimental Kindergarten attached to Zhongda in Baiyun District, Guangzhou, (Vanke
City) Foreign Language Kindergarten attached to Zhongda in Luogang District, Guangzhou
(collectively referred to as the Educational Institutions). All approvals or permits in
relation thereto have been obtained according to laws; Wentai Education and Zhongda Foundation
have completed their respective registration formalities with the relevant administrative
department in respect of their cooperation with offshore organizations that is necessary for
their business operation. All approvals or permits in relation thereto have also been
obtained according to laws (if applicable). Moreover, all of the above permits, approvals or
registration are validly existing. Wentai Education and Zhongda Foundation have passed an
annual inspection conducted by the relevant body authorized by the government with respect to
all of their certificates, licenses and permits, if any.2.5
    
    Undisclosed Liabilities. Except for the liabilities set forth in clause (8) of
Article 3.1 hereof, there are no other substantial liabilities of Wentai Education and Zhongda
Foundation that have not been shown in their respective balance sheets (being any liabilities
whose amount exceeds RMB500,000): (1) any liabilities incurred by Wentai Education and Zhongda
Foundation in the normal course of their business operation
after the date of balance sheet, which is not prohibited by this Agreement and would not
have any material adverse effect on Wentai Education and Zhongda Foundation or any of their
shareholders.
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2.6
    
    Capital Structure. The shareholding structure of registered capital of each of
Wentai Education and Zhongda Foundation as set forth in its articles of association and any
amendments thereto that were registered and filed with the department in charge of industrial
and commercial administration is entirely consistent with the record in the articles of
association and any amendments thereto of Wentai Education and Zhongda Foundation as provided
by the Original Shareholders, Wentai Education and Zhongda Foundation to Noah, and accurately
and completely reflects the capital structure of Wentai Education and Zhongda Foundation prior
to the completion. Wentai Education and Zhongda Foundation have never made any commitment to
any person to issue nor have actually issued, in any way, any interests, shares, bonds and
options of Wentai Education and Zhongda Foundation, or interests of the same or similar nature
other than the above shareholders interest, including but not limited to the granting of
equity interests as gift to any senior management, key employees or shareholders of Wentai
Education and Zhongda Foundation, compulsory and non-compulsory educational institutions
invested and managed by them, or other profit-making and non-profit organizations.2.7
    
    No Change. From September 30, 2009 to the Completion Date for the Capital Increase
and Equity Transfer, unless otherwise herein required or except as disclosed by the Original
Shareholders, Wentai Education and Zhongda Foundation in the exhibits hereto and with the
written approval of Noah, the Original Shareholders, Wentai Education and Zhongda Foundation
have not done the following or fallen into the following circumstances:
 (1)
    
    repayment in advance of any liabilities that has not been due;(2)
    
    provision of guarantees and security to others, creation of mortgages, pledges
and other guarantees over their assets for others;(3)
    
    discharge of any claims against others or waiver of any rights of claim;(4)
    
    amendment to any existing contracts or agreements, which would have a material
adverse effect on Wentai Education and Zhongda Foundation;(5)
    
    release of bonus to any management staff, directors, employees, sales
representatives, agents, presidents, headmasters of kindergartens, financial personnel
or formal or informal, full-time or part-time advisors or increase of income of any
other form (unless it is the subsidy, bonus or other income that is customarily
released), or increase of the level of compensations by more than 15% for the top 5
employees with highest pay among the company, managers, deputy managers or other senior
management, presidents, headmasters of kindergartens, financial personnel, or formal or
informal, full-time or part-time advisors within 12 months;(6)
    
    suffering of any loss (whether or not it is insured) or occurrence of any
safety responsibility incidents in Wentai Education, Zhongda Foundation and their
Educational Institutions (schools or kindergartens), or any change of their
relationship with suppliers, customers or employees, which would have a material
adverse effect on Wentai Education and Zhongda Foundation, or any educational
institutions in which Wentai Education and Zhongda Foundation have the founders
interest;
  31




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##### 



(7)
    
    amendment to the accounting and auditing methods, policies or principles, as
well as financial and accounting rules and regulations of Wentai Education, Zhongda
Foundation and the Educational Institutions;(8)
    
    transfer by Wentai Education and Zhongda Foundation of any intellectual
property rights, trade secrets and trade names or business names of Wentai Education,
Zhongda Foundation and their Educational Institutions, or granting by Wentai Education
and Zhongda Foundation of a license to others to use the same;(9)
    
    material change of any sales practices or auditing methods, or employment
policy, as well as rules and regulations;(10)
    
    material adverse change in the financial situation of Wentai Education and
Zhongda Foundation; occurrence of significant transactions outside the ordinary course
of business with significant liabilities incurred (the term significant used in the
significant transactions and significant liabilities means that there will be an
adverse effect on the normal business operation and valid existence of Wentai Education
and Zhongda Foundation;(11)
    
    adoption of any shareholders or board resolutions in respect of any matters
other than those customarily discussed at any shareholders meeting, except for the
resolution adopted for the performance of this Agreement;(12)
    
    declaring, having paid or distributed or preparing to declare, pay or
distribute any dividends, bonus or shareholders profits of any other form;(13)
    
    save for all matters relating to reorganization as set forth in the
Reorganization in Exhibit 4, (i) any sale of assets, mortgage, pledge, lease, transfer
and other disposal that is beyond the normal business scope and whose transaction
amount is in excess of RMB100,000, (ii) except for customary business, the disposal of
any fixed assets or consent to dispose of or acquire fixed assets, waiver of any right
to manage any assets of Wentai Education, Zhongda Foundation and all of their
Educational Institution, execution of any contracts involving expenditures of fixed
assets, creation of any other liabilities of the company; (iii) creation of any
expenditure that is beyond the normal business scope and whose amount is in excess of
RMB100,000, or purchase of any tangible or intangible assets (including any investment
in shareholders interest of the company), insofar as Wentai Educatin and Zhongda
Foundation are concerned;(14)
    
    any significant transaction or action that is outside the scope of the
customary business operation of Wentai Education and Zhongda Foundation;(15)
    
    any act or omission to act which could result in the above circumstances.
 
  32




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2.8
    
    Taxation. Wentai Education, Zhongda Foundation and all of their Educational
Institutions have completed all taxation registration as required by laws and regulations.2.9
    
    Assets. Wentai Education and Zhongda Foundation legally own or use all of their
equipment, fixed and intangible assets.2.10
    
    Real Estate. Wentai Education has legally and validly obtained a property ownership
certificate in respect of its property located at Room 40, Block A, Haoming Fortune Plaza.
Wentai Education confirms that its Educational Institutions have the right to use all of its
properties that are being used as campus.2.11
    
    Contracts. Wentai Education and Zhongda Foundation have provided Noah with copies
of some material agreements or contracts currently in effect (which are consistent with their
originals), and Wentai Education, Zhongda Foundation and the Original Shareholders guarantee
that all contracts of Wentai Education and Zhongda Foundation currently in effect are lawful,
valid and is enforceable according to laws, and all contracts currently in effect are duly
performed. There is no circumstance where a material breach is committed by Wentai Education,
Zhongda Foundation or any other transaction party.None of Wentai Education and Zhongda Foundation will be a party to nor be subject to any
contracts, agreements or other documents if such contracts, agreements or other documents:
 (1)
    
    are not made in the ordinary course of business;(2)
    
    are not fully made on an arm-length basis;(3)
    
    bring any losses to Wentai Education and Zhongda Foundation or impair the
interest of Wentai Education and Zhongda Foundation;(4)
    
    do not bind Wentai Education or Zhongda Foundation.
 2.12
    
    Accounting Treatment. As of today, no interference nor punishment has been imposed
by the local competent departments (including taxation department, education administrative
department, etc) on Wentai Education and the Educational Institutions in respect of their
accounting treatment; and as far as Wentai Education and the Original Shareholders know or
reasonably foresee, there is no sign or indication of having the risks of such interference or
punishment.2.13
    
    Disputes. There is no significant dispute between Wentai Education, Zhongda
Foundation and the Educational Institutions (as a party) and any third parties (as the other
party) (such dispute means any dispute which has entered into litigation proceeding, or causes
the company to make a compensation of over RMB100,000, or would have an adverse effect on the
reputation of Wentai Education, Zhongda Foundation and the Educational Institutions).
  33




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2.14
    
    Litigation. There is no such following circumstance which would have a material
adverse effect on Wentai Education, Zhongda Foundation and the Educational Institutions, or
would passively affect the formation of this Agreement, its validity
and enforceability, as well as the transfer of shareholders interest hereunder, whether it
has been completed, is pending or reasonably expected to be likely to occur:
 (1)
    
    any punishment, prohibition order or decree imposed by government departments
on Wentai Education, Zhongda Foundation and the Educational Institutions;(2)
    
    any other proceeding, such as civil, criminal and administrative litigation or
arbitration, or dispute against Wentai Education, Zhongda Foundation and the
Educational Institutions.
 2.15
    
    Compliance with Laws. All businesses being operated by Wentai Education, Zhongda
Foundation and the Educational Institutions are in compliance with the laws, regulations and
rules currently in force, and any other administrative rules of national administrative and
management authorities (collectively referred to as the Regulations), and do not violate any
Regulations, which would have a material adverse effect on the business operation or assets of
Wentai Education, Zhongda Foundation and the Educational Institutions.2.16
    
    Employees.
 (1)
    
    All employees of Wentai Education, Zhongda Foundation and the Educational
Institution are in compliance with the relevant labor laws and Regulations applicable
to them;(2)
    
    There is no existing labor dispute or conflict between Wentai Education,
Zhongda Foundation and the Educational Institutions and their existing or former
employees, nor is there any labor dispute or conflict that is reasonably expected to be
likely to occur;(3)
    
    Wentai Education, Zhongda Foundation and the Educational Institutions have no
obligation to pay any economic compensation in connection with the termination of labor
relationship or any other similar compensation or indemnification cost relating to
employment that shall be paid but have not been paid.
  34




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2.17
    
    Special Representations andWwarranties by Wentai Education and the Original
Shareholders. In addition to the general representations and warranties as set forth above,
Wentai Education and the Original Shareholders jointly and severally represent and warrant as
follows:
 (1)
    
    For the purpose of this Agreement, the Original Shareholders, Designated Party,
Wentai Education and Zhongda Foundation will make their best effort to coordinate with
Noah to implement the reorganization arrangement hereunder (including any exhibits
hereto). Without the written consent of Noah, they will not disclose externally the
reorganization arrangement hereunder and any specific requirements in relation thereto;
if the disclosure is mandatorily required by laws, they shall notify Noah of the same
in advance.
 (2)
    
    Wentai Education, Zhongda Foundation and the Original Shareholders hereby
confirm that the formalities in relation to the license to use the trade name
Zhongda in the name of the educational institutions such as schools and
kindergartens under Zhongda Foundation have not been properly completed. The
Original Shareholders warrant that they will be liable to Noah for making
compensation for any reputational, commercial, financial and legal risks suffered by
Wentai Education and/or Zhongda Foundation after the date hereof due to the
non-completion of the formalities in relation to the license to use the trade name
Zhongda prior to the date of this Agreement.(3)
    
    Wentai Education, Zhongda Foundation and the Original Shareholders hereby
confirm that in accordance with the articles of association of Zhongda Foundation, the
Agreement for the Joint Establishment of Guangzhou Zhongda Foundation Education
Investment and Management Co., Ltd. and the Agreement for the License to Use the Trade
Name Zhongda, Zhongda Foundation will be subject to the following restrictions in its
use of the trade name or brand name Zhongda: Any use of the name Zhongda shall be
subject to the unanimous consent of all shareholders of Zhongda Foundation. As such,
the Original Shareholders and Wentai Education hereby warrant that they will make their
best effort to coordinate with the shareholders of Zhongda Foundation to remove this
provision prior to the date hereof. If no agreement can be reached in respect of the
removal of such provision, the Original Shareholders warrant that they will bear any
risk of legal liabilities that may be pursued by Zhongda Holdings in connection with
the use of the trade name Zhongda by Wentai Education and any educational institution
attached thereto, and all losses arising from the investment in future educational
projects due to the failure to obtain consent to use the trade name Zhongda.(4)
    
    In accordance with the Shareholding Entrustment Agreement provided by Wentai
Education, Du Qicai, He Yuzhang and Liang Xing, all of whom are the shareholders of
Zhongda Foundation pursuant to the registration with the department in charge of
industrial and commercial administration, own 19%, 7.5% and 7.5% equity interest in
Zhongda Foundation, respectively, and all such equity interest is actually belonged to
Shenzhen Wentai Education. Du Qicai, He Yuzhang and Liang Xing merely hold the equity
interest on behalf of Shenzhen Wentai Education. Wentai Education and the Original
Shareholders hereby warrant that such Shareholding Entrustment Agreement will be
discharged prior to the completion date confirmed by this Agreement, and the equity
interest of 19%, 7.5% and 7.5% owned by Du Qicai, He Yuzhang and Liang Xing in Zhongda
Foundation, respectively, will be transferred to Wentai Education (which transfer shall
be subject to the issue of a notice for the approval of change of registration by
Guangzhou Administration for Industry and Commerce to Wentai Education).
  35




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(5)
    
    The Original Shareholders and Wentai Education hereby confirm that on or after
the Completion Date for the Equity Transfer and Capital Increase, Wentai Education will
own 100% of the founders interest in Chunmiao Kindergarten in Nanshan District,
Shenzhen; Wentai Education, a founder of the Kindergarten of Huizhou Foreign Language
School, will be entitled to 100% of its revenue; Wentai Investment, a founder of
Huizhou Foreign Language School, will be entitled to 100% of its revenue; Zhongda
Foundation will own 100% of the founders interest in the following educational
institutions: Foreign Language School attached to Zhongda in Dongguan; Foreign Language School attached to Sun Yat-Sen University in Nanhai
District, Foshan; Kindergarten of Four Seasons Flower City Foreign Language School
attached to Sun Yat-Sen University in Nanhai District, Foshan; Foreign Language
Kindergarten (No. 2 Kindergarten) attached to Zhongda in Nanhai District, Foshan;
(Vanke City) Foreign Language Kindergarten attached to Zhongda in Luogang District,
Guangzhou. Foreign Language School attached to Sun Yat-Sen University in Nanhai
District, Foshan will own 100% of the founders interest in the following
educational institutions: Lanshan Foreign Langugage Experimental Primary School
attached to Zhongda in Baiyun District; Guangzhou, Lanshan Foreign Langugage
Experimental Kindergarten attached to Zhongda in Baiyun District, Guangzhou.(6)
    
    Wentai Education, Zhongda Foundation and the Original Shareholders confirm that
all privately run educational institutions (including all schools and kindergartens)
demanding for reasonable return are entitling to the same taxation and other
preferential policies as are available to public schools in the course of taxation,
and there is no definite law, regulation or document in support of educational
institutions to be entitled to such taxation and other preferential policies. The
Original Shareholders undertake to Noah that if, after the date hereof, the State
Administration of Taxation or other competent authorities issue(s) specific laws,
regulations or policy documents which stipulate that any privately run school demanding
for reasonable return cannot be entitled to the same taxation and other preferential
policies as are available to public school, and is required to pay back all taxation
preferential treatments enjoyed by it prior to the implementation of new taxation
requirements, the Original Shareholders shall bear all additional taxes payable that
were incurred prior to the completion date. Noah and the Original Shareholders shall
jointly bear all additional taxes payable that were incurred prior to the completion
date according to their respective equity ratios in Wentai Education.(7)
    
    Wentai Education and Zhongda Foundation have submitted to any taxation
department which made requests to them any information required by it; as of the date
hereof, there has been no dispute involving the existing or potential taxation
liabilities or taxation preferential treatment of the company between Wentai Education,
Zhongda Foundation and taxation departments;(8)
    
    Wentai Education and Zhongda Foundation have financial information which is
used for normal tax recordation and payment;(9)
    
    Any possible adverse risk resulting from the satisfaction of applicable
conditions described in Article 13.3 of the Agreement for the Operation of Schools
through Cooperation dated March 8, 2004 signed by the Foreign Language School attached
to Sun Yat-Sen University in Nanhai District, Foshan (any possible rental charge to be
undertaken, and any actual and expected economic loss to be incurred after the
withdrawal of the right to use campus before the deadline) shall be borne by the
Original Shareholders.
  36




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##### 



(10)
    
    If the Original Shareholders, Wentai Education, Zhongda Foundation and the
Educational Institutions request the Educational Institutions or Wentai
Education to undertake any adverse liability due to the fact that any construction
of projects in progress or completed projects in relation to Wentai Education,
Zhongda Foundation and the Educational Institutions is not complied with any
national and local regulations or the requirements of contracts, the Original
Shareholders guarantee that they will undertake such adverse liability.(11)
    
    Save for the employees welfares, social and pension protection stipulated by
the PRC labor laws and the relevant requirements, Wentai Education does not have any
other related on-the-job, retirement or pension welfare or protection.(12)
    
    The Original Shareholders and Wentai Education confirm that there are some
circumstances where the Chinese employees of Zhongda Foundation, Wentai Education and
the Educational Institutions have not entered into labor contracts. If Zhongda
Foundation, Wentai Education and the Educational Institutions are held to be liable for
economic compensation due to any labor dispute submitted by such employees for
arbitration, the Original Shareholders guarantee that they will bear the portion of the
relevant cost, such as economic compensation, incurred prior to the completion date
(which will be calculated pro rata based on the number of months).(13)
    
    The Original Shareholders and Wentai Education confirm that there are some
circumstances where the Chinese employees of Zhongda Foundation, Wentai Education and
the Educational Institutions have not participated in social insurances and housing
provident fund. The Original Shareholders undertake that they will make their best
effort to complete the formalities in relation to social insurance and housing
provident fund for such employees pursuant to the Labor Contract Lawprior to the
completion date. In the event of the non-completion of any formalities after the
completion date, the Original Shareholders guarantee that they will bear the portion of
the relevant costs arising therefrom, such as additional social insurance fund,
additional housing provident fund, administrative penalties, economic compensation and
late fines, that were incurred prior to the completed date (which will be calculated
pro rata based on the number of months or calendar days).(14)
    
    The Original Shareholders, Wentai Education and Zhongda Foundation confirm that
there are some provisions in the standard labor contract used by them which are
inconsistent with the laws and regulations. The Original Shareholders, Wentai
Education and Zhongda Foundation guarantee that they will, prior to the completion
date, make their best effort to amend such provisions, and sign a supplemental
agreement for the labor contract with all employees. If, after the completion date,
the amended provisions and the supplemental agreement for the labor contract have not
been signed, and the Chinese employees of Zhongda Foundation, Wentai Education and the
Educational Institutions submit a labor dispute for arbitration due to such provisions
or the termination of the original provisions, the Original Shareholders guarantee that
they will ultimately bear the portion of liabilities arising therefrom that were
incurred prior to the completion date to the extent that Zhongda Foundation, Wentai
Education and the Educational Institutions are held to be liable for adverse
liabilities.
  37




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(15)
    
    The Original Shareholders, Wentai Education and Zhongda Foundation confirm that
Zhongda Foundation, Wentai Education and the Educational Institutions employed certain
expatriate employees. However, they have not applied for the permission with respect
to the employment of expatriates, nor paid any social insurance and housing provident
fund for such expatriate employees according to the requirements of the competent
social insurance authority and housing provident fund institution of the place where
the expatriate employees are resided. The Original Shareholders, Wentai Education and
Zhongda Foundation guarantee that they will, prior to the completion date, make their
best effort to complete the outstanding formalities in relation to employment
permission and participation in social insurance and housing pension fund for such
expatriate employees. If, after the completion date, such outstanding formalities have
not been commenced or have been commenced but not yet completed, and the Educational
Institutions are fined by the competent departments due to the non-compliance with
regulations as stated above, or are required by expatriate employees to bear economic
compensation, or suffer from all losses that are detrimental to them, the Original
Shareholders guarantee that they will bear the portion of fines or economic
compensation or losses that were incurred prior to the completion date (which will be
calculated pro rata based on the number of months or calendar days).
 2.18
    
    The Designated Party has a full and exclusive right to own and dispose of any equity interest
of Wentai Education to be transferred to Noah pursuant to this Agreement; there is no security
interest or third party interest, nor third party claim or encumbrance over or in respect of
the equity interest to be transferred.2.19
    
    Information Disclosure. All documents, materials and information provided by the
Original Shareholders, Wentai Education, Zhongda Foundation and the Educational Institutions
to Noah prior to and after the date hereof are in all substantive respects true, accurate,
complete, not misleading, and without any omission and withdrawal of facts.2.20
    
    The Original Shareholders and Wentai Education will make all of the above representations and
warranties again on the Completion Date for the Equity Transfer and Capital Increase, and
guarantee that there should be no other event during the period from the date hereof to the
Completion Date for the Equity Transfer and Capital Increase which would have a material
adverse effect on the assets of Wentai Education, Zhongda Foundation and the Educational
Institutions, their businesses, financial situation and prospect.
  38




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3.
    
    Further Undertakings
 3.1
    
    Operation of Wentai Education, Zhongda Foundation and the Educational Institutions.
From the date hereof to the date on which the change of registration with the department in
charge of industrial and commercial administration is completed in respect of the equity
interest and registered capital of Wentai Education, except for the reason of any act taken
pursuant to this Agreement and its exhibits or unless with the written consent of Noah, the
Original Shareholders, Wentai Education and Zhongda Foundation undertake that:
 (1)
    
    Wentai Education, Zhongda Foundation and the Educational Institutions will
operate their respective businesses in a normal manner, and will maintain their normal
relationship with government departments, customers, employees and students, parents of
such students so as to ensure that the reputation and operation of Wentai Education,
Zhongda Foundation and the Educational Institution will not be materially and adversely
affected after the Equity Transfer and Capital Increase;(2)
    
    Wentai Education, Zhongda Foundation and the Educational Institutions will not
make dividends distribution or shares repurchase, nor will they carry out any unusual
transaction or incur unusual liabilities. Save for the normal business activities,
Wentai Education, Zhongda Foundation and the Educational Institutions will not repay
loans in advance, nor will they pay in advance or delay in paying trades payable;(3)
    
    Wentai Education, Zhongda Foundation and the Educational Institutions will pay
trades payable that are due and other liabilities as scheduled in the ordinary course
of business activities;(4)
    
    Wentai Education, Zhongda Foundation and the Educational Institutions will
perform all contracts and agreements signed or other documents in relation to the
assets and business of Wentai Education, Zhongda Foundation and the Educational
Institutions in a timely manner;(5)
    
    Save for the normal business activities, Wentai Education and Zhongda
Foundation shall not, without the prior written permission, make settlements or give
waivers solely in any litigation, or change their respective claims or other rights,
and Noah shall not refuse to grant such written permission without proper cause;(6)
    
    The Original Shareholders, Wentai Education and Zhongda Foundation will make
their best effort to ensure the continuous and lawful operation and existence of Wentai
Education, Zhongda Foundation and the Educational Institutions and to obtain all
government approvals and other permission and consents that are necessary for their
operation;(7)
    
    Wentai Education, Zhongda Foundation and the Educational Institution shall not
be subdivided nor merged with any third party; Wentai Education, Zhongda Foundation and
the Educational Institutions shall not acquire any asset or business from third parties
(excluding Chunmiao Kindergarten in Shenzhen);(8)
    
    The Original Shareholders, Wentai Education, Zhongda Foundation and the
Educational Institutions shall not violate the clause of representations and warranties
hereunder through any act or omission to act;(9)
    
    The Original Shareholders, Wentai Education, Zhongda Foundation and the
Educational Institutions shall notify Noah in writing of any event, fact, condition,
change or other circumstance which has had or may have a material adverse effect on the
Original Shareholders, Wentai Education, Zhongda Foundation and the Educational
Institution in a timely manner;
 (10)
    
    The Original Shareholders, Wentai Education, Zhongda Foundation and the
Educational Institutions will handle the taxation issues of Wentai Education, Zhongda
Foundation and the Educational Institutions in a customary manner and strictly in
accordance with the relevant laws and regulations.
  39




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3.2
    
    Availability of Information. From the date hereof to the date on which
the change of registration with the department in charge of industrial and commercial
administration is completed, the Original Shareholders, Wentai Education, Zhongda
Foundation and the Educational Institutions will, within the normal office hours of
Wentai Education, Zhongda Foundation and the Educational Institutions, provide Noah and
its representative with all information relating to Wentai Education, Zhongda
Foundation and the Educational Institution as reasonably required by them, including
but not limited to providing all accounts, records, contracts, technical information,
personnel information, management situation and other documents of the company to the
lawyers, accountants and other representatives appointed by Noah; in order to faciliate
Noah to examine and inspect the property, assets and business of Wentai Education,
Zhongda Foundation and the Educational Institution, as well as the documents mentioned
herein, the Original Shareholders, Wentai Education, Zhongda Foundation and the
Educational Institution allows Noah to approach or contact any customer and creditor of
Wentai Education or Zhongda Foundation and the Educational Institutions within the
reasonable time prior to the completion, subject to the condition that a prior written
notice of 3 business days shall be given to the Original Shareholders or Wentai
Education or Zhongda Foundation and the Educational Institutions. The Original
Shareholders, Wentai Education, Zhongda Foundation and the Educational Institutions
agree that Noah shall have the right to examine and inspect the financial affairs,
assets and operation of Wentai Education, Zhongda Foundation and the Educational
Institutions at any time prior to the completion.3.3
    
    Bank Account. Since the Completion Date for the Equity Transfer and
Capital Increase, any withdrawal of monies from the RMB primary accounts of Wentai
Education, Wentai Investment and the Educational Institutions shall be made only with
the signature of the authorized representative of the Original Shareholders, Wentai
Education, Wentai Investment and the Educational Institutions, as well as the signature
of the authorized representative of Noah.3.4
    
    Operation After Completion. The Original Shareholders undertake that
during the period from the Completion Date for the Equity Transfer and Capital Increase
to the date on which the change of registration with the department in charge of
industrial and commercial administration is completed, Noah shall have the right to
participate in the operation and decision making of Wentai Education, Wentai Investment
and the Educational Institutions and to exercise all relevant rights available to it as
a new shareholder pursuant to the articles of association of all companies.
  40




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41




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##### 



SUPPLEMENTAL AGREEMENT (I)
 TO
 INVESTMENT AGREEMENT
   42




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##### 



This Supplemental Agreement (I)
  Noah Educational Technology (Shenzhen) Co., Ltd. (Noah)
 Du Qicai
 He Yuzhang
 Liang Xing
 Yin Ming
 Du Qicai, He Yuzhang, Liang Xing and Yin Ming are collectively referred to as the Original
Shareholders.
 Shenzhen Wentai Education Industry Development Co., Ltd. (Wentai Education)  th
 Xu Dong
  7.
    
    The parties signed the Investment Agreement (the Investment Agreement) on March 12,
2010, which specifies that Noah will cooperate with the Original Shareholders, and it will
accept the transfer of certain equity interest of Wentai Education from a party designated
by the Original Shareholders (the Designated Party) and increase the capital of Wentai
Education pursuant to the terms and conditions of the Investment Agreement and all exhibits
thereto.8.
    
    Based on the actual situation, the parties intend to make changes and amendments to
some clauses of the Investment Agreement.
   43




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##### 



Article 1
    
    Article 1.2 of the Investment Agreement shall be revised as follows:Upon execution of this Agreement, Xu Dong and Du Qicai will, in accordance with the
Articles of Association of Wentai Investment (Wentai Investments Articles) as set
forth in Exhibit 3  Reorganization Agreements attached hereto, establish Wentai
Investment and perform their obligation to make a capital contribution of RMB6
million to Wentai Investment as the first installment of its registered capital, of
which Xu Dong will contribute MB4.2 million and Du Qicai will contribute RMB1.8
million. After the Completion for the Equity Transfer and Capital Increase, Wentai
Education agrees to extend interest-free loans of RMB21 million and RMB9 million to
Xu Dong and Du Qicai, respectively, with a term of 20 years each, in accordance with
the Loan Agreement (the Loan Agreement) as set forth in Exhibit 3  Reorganization
Agreements attached hereto.Article 2
    
    Article 1.4 of the Investment Agreement shall be revised as follow:Prior to the Completion Date for the Equity Transfer and Capital Increase, the
Original Shareholders, Wentai Education and Wentai Investment will procure all
schools or educational institutions invested and to be invested by them and Zhongda
Foundation, as well as Wentai Investment to enter into the Service Agreement (the
Service Agreement) as set forth in Exhibit 3  Reorganization Agreements attached
hereto with Wentai Education, and Wentai Education will obtain return by providing
services to the above schools or educational institutions; Xu Dong and Du Qicai will
also pledge their equity interest of Wentai Investment to Wentai Education in
accordance with the Equity Pledge Agreement (the Equity Pledge Agreement) as set
forth in Exhibit 3  Reorganization Agreements attached hereto.Article 3
    
    Article 4.6 of the Investment Agreement shall be deleted:Noah agrees that it will, within 10 business days after this Agreement becomes
effective, extend an interest-free loan of RMB4.2 million to the Original
Shareholders with a term of 3 months. Following the Completion Date for the Equity
Transfer and Capital Increase, Noah shall have the right to designate in writing
that the Original Shareholders shall repay such loan to the Designated Party as part
of the first installment of the Equity Transfer Price as stipulated in Article 2.3
hereof.Article 4
    
    Item No. 1 in Exhibit 4 Reorganization to the Investment Agreement shall be revised as
follows:1. Xu Dong and Du Qicai has established Wentai Investment and contributed RMB6
million to Wentai Investment as the first installment of its registered capital, of
which Xu Dong contributed RMB4.2 million and Du Qicai contributed RMB1.8 million.Article 5
    
    Other provisions of the Investment Agreement shall remain unchanged.Article 6
    
    This Supplemental Agreement (I) shall become effective once it is signed by the respective legal representatives or
authorized representatives of the parties, or the parties themselves.Article 7
    
    This Supplemental Agreement (I) is executed in 12 originals. Noah shall keep 2 originals, the Original Shareholders
and Wentai Education shall keep 5 originals, Xu Dong shall keep 1 original and the remaining 4 originals shall be
submitted for approval. All of them shall have the same legal effect.
  44




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##### 



Noah Educational Technology (Shenzhen) Co., Ltd. (Chop)  [Chop of Noah Educational Technology (Shenzhen) Co., Ltd. is affixed]
 Authorized Representative:
    
    /s/
  45




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##### 



Shenzhen Wentai Education Industry Development Co., Ltd. (Chop)  [Chop of Shenzhen Wentai Education Industry Development Co., Ltd. is affixed]
 Authorized Representative:
    
    /s/
  46




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##### 



Du Qicai/s/ Qicai DuHe Yuzhang/s/ He YuzhangLiang Xing/s/ Liang XingYin Ming/s/ Yin Ming
  47




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##### 



Xu Dong/s/ Xu Dong
  48




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##### 



SUPPLEMENTAL AGREEMENT (II)
 TO
 INVESTMENT AGREEMENT
   49




---



##### 



This Supplemental Agreement (II)
  Noah Educational Technology (Shenzhen) Co., Ltd. (Noah)
 Du Qicai
 He Yuzhang
 Liang Xing
 Yin Ming
 Du Qicai, He Yuzhang, Liang Xing and Yin Ming are collectively referred to as the Original
Shareholders.
 Shenzhen Wentai Education Industry Development Co., Ltd. (Wentai Education)  th
 Xu Dong
  9.
    
    The parties signed the Investment Agreement (the Investment Agreement) on March 12,
2010, which specifies that Noah will cooperate with the Original Shareholders, and it will
accept the transfer of certain equity interest of Wentai Education from a party designated
by the Original Shareholders (the Designated Party) and increase the capital of Wentai
Education pursuant to the terms and conditions of the Investment Agreement and all exhibits
thereto.10.
    
    The parties signed the Supplemental Agreement (I) to the Investment Agreement (the
Supplemental Agreement (I)) on March 17, 2010 to make amendments to some clauses of the
Investment Agreement.11.
    
    Based on the actual situation, the parties intend to make changes and amendments to
some clauses of the Investment Agreement.
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Article 1
    
    Article 2.4 of the Investment Agreement shall be revised as follows:The parties agree that the Equity Transfer Price of RMB36 million required to be
paid by Noah to the Designated Party pursuant to this Agreement and its exhibits
will be settled in three installments: the first installment of RMB25 million will
be paid by Noah to the Designated Party within 10 business days after the Completion
Date for the Equity Transfer and Capital Increase, the second installment of RMB1
million will be paid by Noah to the Designated Party within 10 business days after
the satisfaction or waiver of all the conditions for completion to be delayed for
performance as approved by Noah in writing, and the third installment of RMB10
million will be adjusted in the following manner, subject to the profits before
taxation of Wentai Education for 12 months during the period from July 1, 2010 and
June 30, 2011 (the Valuation Adjustment Period): the Original Shareholders expect
the profits before taxation of Wentai Education during the Valuation Adjustment
Period to be RMB17 million (the Expected Valuation Adjustment Value). If, during
the Valuation Adjustment Period, the actual profits before taxation of Wentai
Education (the Actual Valuation Adjustment Value, which will be calculated under
the PRC GAAP and must be audited and confirmed by an accounting firm with the
qualification to conduct an audit for listed companies as designated by Noah) is
lower than the Expected Valuation Adjustment Value, the amount of the third
installment of the Equity Transfer Price shall be adjusted according to the
following formula: Third Installment of the Equity Transfer Price = RMB10 million 
[(Expected Valuation Adjustment Value  Actual Valuation Adjustment Value) x 2]; if
the Actual Valuation Adjustment Value equals to or is greater than the Expected
Valuation Adjustment Value, the third installment of the Equity Transfer Price
(RMB10 million) shall be paid in full to the Designated Party within 10 business
days after the release of the financial statements of Wentai Education for the
financial year of 2011 and the repayment by Du Qicai of a loan from Noah under
Article 4.13 hereof, totalling RMB10 million. Otherwise, the third installment of
the Equity Transfer Price will be paid to the Designated Party after the adjustment
pursuant to this Article.Article 2
    
    The Equity Transfer and Capital Increase Agreement set forth in
Exhibit 1 Documents Submitted by Wentai Education for Approval
shall be revised. The revised Equity Transfer and Capital
Increase Agreement is set out in an exhibit to this Supplemental
Agreement (II).Article 3
    
    This Supplemental Agreement (II) is an integral part of the
Investment Agreement.Article 4
    
    Unless otherwise herein agreed, the defined terms used in this
Supplemental Agreement (II) shall have the same meaning as those
used in the Investment Agreement and the Supplemental Agreement
(I) thereto.Article 5
    
    Other provisions of the Investment Agreement and the
Supplemental Agreement (I) thereto shall remain unchanged.
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Article 6
    
    This Supplemental Agreement (II) shall become effective once it
is signed by the parties.Article 7
    
    This Supplemental Agreement (II) is executed in 12 originals.
Noah shall keep 2 originals, the Original Shareholders and
Wentai Education shall keep 5 originals, Xu Dong shall keep 1
original and the remaining 4 originals shall be submitted for
approval. All of them shall have the same legal effect.
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Noah Educational Technology (Shenzhen) Co., Ltd. (Chop)  [Chop of Noah Educational Technology (Shenzhen) Co., Ltd. is affixed]
 Authorized Representative:
    
    /s/
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Shenzhen Wentai Education Industry Development Co., Ltd. (Chop)  [Chop of Shenzhen Wentai Education Industry Development Co., Ltd. is affixed]
 Authorized Representative:
    
    /s/
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Du Qicai/s/ Qicai DuHe Yuzhang/s/ He YuzhangLiang Xing/s/ Liang XingYin Ming/s/ Yin Ming
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Xu Dong/s/ Xu Dong
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