EXECUTION VERSION
DEPOSIT AGREEMENT
by and among
China Distance Education Holdings Limited
as Issuer,
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Depositary,
AND
THE HOLDERS AND BENEFICIAL OWNERS
OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER
Dated as of_____, 2008
全文目录如下:
详细内容见附件
SECTION 1.3 "American Depositary Share(s)" and "ADS(s)"
SECTION 1.6 "Beneficial Owner"
SECTION 1.10 "Corporate Trust Office"
SECTION 1.12 "Deliver" and "Delivery"
SECTION 1.13 "Deposit Agreement"
SECTION 1.15 "Deposited Securities"
SECTION 1.16 "Dollars" and "$"
SECTION 1.20 "Foreign Currency"
SECTION 1.21 "Foreign Registrar"
SECTION 1.23 "Indemnified Person" and "Indemnifying Person"
SECTION 1.24 "Pre-Release Transaction"
SECTION 1.25 "Receipt(s); “American Depositary Receipt(s)"; and "ADR(s)"
SECTION 1.27 "Restricted Securities"
SECTION 1.30 "United States" or "U. S."
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;
DEPOSIT OF SHARES; EXECUTIONAND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
SECTION 2.4 Execution and Delivery of Receipts.
SECTION 2.5 Transfer of Receipts; Combination and Split-up of Receipts.
SECTION 2.6 Surrender of Receipts and Withdrawal of Deposited Securities.
SECTION 2.8 Lost Receipts, etc.
SECTION 2.9 Cancellation and Destruction of Surrendered Receipts; Maintenance of Records.
HOLDERSAND BENEFICIAL OWNERS OF RECEIPTS
SECTION 3.1 Proofs, Certificates and Other Information.
SECTION 3.2 Liability for Taxes and Other Charges.
SECTION 3.3 Representations and Warranties on Deposit of Shares.
SECTION 3.4 Compliance with Information Requests.
SECTION 4.1 Cash Distributions.
SECTION 4.2 Distribution in Shares.
SECTION 4.3 Elective Distributions in Cash or Shares.
SECTION 4.4 Distribution of Rights to Purchase Shares.
SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares.
SECTION 4.6 Conversion of Foreign Currency.
SECTION 4.7 Fixing of Record Date.
SECTION 4.8 Voting of Deposited Securities.
SECTION 4.9 Changes Affecting Deposited Securities.
SECTION 4.10 Available Information.
THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar.
SECTION 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary.
SECTION 5.6 Notices and Reports.
SECTION 5.7 Issuance of Additional Shares, ADSs etc.
SECTION 5.9 Fees and Charges of Depositary.
SECTION 6.1 Amendment/Supplement.
SECTION 7.2 No Third-Party Beneficiaries.
SECTION 7.4 Holders and Beneficial Owners as Parties; Binding Effect.
SECTION 7.6 Governing Law and Jurisdiction.
SECTION 7.10 Compliance with U. S. Securities Laws.