Ticker: XRS, Company: TAL Education Group, Type: F-1, Date: 2010-09-29
Original SEC Filing: Click here
Webplus: XRS/20100929/F-1_1/1/000.htm SEC Original: h04316fv1.htm
Webplus: XRS/20100929/F-1_1/2_EX-3.1/000.htm SEC Original: h04316exv3w1.htm
Company No.: 203047 AMENDED AND RESTATED on 29 September, 2010 THIRD AMENDED AND RESTATED MEMORANDUM AND THIRD AMENDED AND RESTATED ARTICLES OFSOCIATION OF TAL EDUCATION thorporated on the 10 IN THEYMAN ISLANDS THEMPANIES LAW (2010 Revision) THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF TAL EDUCATION
Webplus: XRS/20100929/F-1_1/3_EX-4.1/000.htm SEC Original: h04316exv4w1.htm
Name ofmpany: TAL EDUCATION Number: Share(s): [name of shareholder] Issued to:ted Transferred from: TAL EDUCATION Number Share(s) US$[ ] [ ] ClassAmmon Shares US$0.001 [ ] ClassBmmon Shares US$0.001orporated under the laws of theyman Islands [name of shareholder] [no. of share] THIS IS TO CERTIFY THAT
Webplus: XRS/20100929/F-1_1/4_EX-4.4/000.htm SEC Original: h04316exv4w4.htm
AMENDED AND RESTATED SHAREHOLDERSREEMENTted this 12thy of August2009 by and among Xueersi International Education, BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, KTB/UCI China Ventures II Limited, TIGER GLOBAL FIVE CHINAS and CERTAINDITIONAL PARTIES NAME HEREIN SHAREHOLDERSREEMENT 1.
Webplus: XRS/20100929/F-1_1/5_EX-5.1/000.htm SEC Original: h04316exv5w1.htm
TAL Education ________ 2010 Dear Sirs TAL Educationmpany Registration StatementSs Shares We have actedyman Islands legalvisers to TAL Education (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts of the following documents: 1.1
Webplus: XRS/20100929/F-1_1/6_EX-8.1/000.htm SEC Original: h04316exv8w1.htm
___, 2010 TAL Education Re: American Depositary Shares of TAL Education (thempany) Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on originals orpies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records we have deemed necessary or appropriate a basis for
Webplus: XRS/20100929/F-1_1/7_EX-8.3/000.htm SEC Original: h04316exv8w3.htm
, 2010 To: TAL Education Re: Legal Opinion on Certain Law Matters We are qualified lawyers of the Peoples Republic of China (thempany OfferingSs Prospectus We have acted legalunsel to TAL Education (the A. Documents Examined, Definition and Information Provided Innnection with the furnishing of this opinion, we have examinedpies, certified or otherwise identified to
Webplus: XRS/20100929/F-1_1/8_EX-10.1/000.htm SEC Original: h04316exv10w1.htm
TAL EDUCATION 2010 SHAREENTIVE PLAN ARTICLE 1 PURPOSE Planmpany The purpose of this TAL Education 2010 Shareentive Plan (the ARTICLE 2 DEFINITIONS ANDNSTRUCTION Wherever the following terms are used in the Plan they shall have the meaningsecified below, unless thentext clearly indicates otherwise. The singular pronoun shalllude the plural where thentext so indicates.
Webplus: XRS/20100929/F-1_1/9_EX-10.2/000.htm SEC Original: h04316exv10w2.htm
EXECUTIONted February12, 2009 (1)TAL (2)ZHANG Bangxin ( ) (3)CAO Yundong ( ) (4)LIU Yachao ( ) (5)BAI Yunfeng ( ) (6)KTB/UCI China Ventures II Limited (7)TAL Limited (8)TAL Education Technology (Beijing) ( ) (9)Beijing Xueersi Education Technology ( ) (10)Beijing Xueersi Network Technology
Webplus: XRS/20100929/F-1_1/10_EX-10.3/000.htm SEC Original: h04316exv10w3.htm
SHARE PURCHASEREEMENTted this 12thy of August2009 by and among BRIGHT UNISON LIMITED, CENTRAL GLORY INVESTMENTS LIMITED, PERFECT WISDOM INTERNATIONAL LIMITED, EXCELLENT NEW LIMITED, TIGER GLOBAL FIVE CHINAS KTB CHINA OPTIMUM FUND and CERTAINDITIONAL PARTIES NAMED HEREIN SHARE PURCHASEREEMENT TABLE OFNTENTS 1. PURCHASE ANDLE OFMMON SHARES
Webplus: XRS/20100929/F-1_1/11_EX-10.4/000.htm SEC Original: h04316exv10w4.htm
ASSUMPTIONREEMENTmpany New KTB Investor THISSUMPTIONREEMENT is made the 4thy of September, 2009, by and between Xueersi International Education (the Thempany and the New Investor shall be referred tollectively the Parties. WHEREAS (A) Purchasereement Shareholdersreement of August12, 2009, thempany, certain existing shareholders of thempany and certain other parties entered into a Share Purchasereement (the
Webplus: XRS/20100929/F-1_1/12_EX-10.5/000.htm SEC Original: h04316exv10w5.htm
FORM OF DIRECTOR AND OFFICER INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENTreementmpany Indemnitee This WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claiment Indemnification Event (i) Expenses in settlement (if, and only if, such settlement is approved invance by thempany, which approval shall not be unreasonably withheld) (the
Webplus: XRS/20100929/F-1_1/13_EX-10.6/000.htm SEC Original: h04316exv10w6.htm
FORM OF EMPLOYMENTREEMENTreementmpany Executive This EMPLOYMENTREEMENT (the RECITALS WHEREAS, thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below) and under the terms andnditions of thereement; WHEREAS, the Executive desires to be employed by thempany during the term of Employment and under
Webplus: XRS/20100929/F-1_1/14_EX-10.7/000.htm SEC Original: h04316exv10w7.htm
Exclusive Businessoperationreementreement This Exclusive Businessoperationreement ( Party A: TAL Education Technology (Beijing) Party B refers to each of: (1)Beijing Xueersi Education Technology Party C refers to each of: Bangxin Zhang, IDrd No.321182198010012913; Party Parties (Each of Party A, Party B, Affiliated Entities of Party B and Party C, a
Webplus: XRS/20100929/F-1_1/15_EX-10.8/000.htm SEC Original: h04316exv10w8.htm
Call Optionreement Thell Optionreement,ted of February12, 2009, is made by and among the following parties: Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC) with its legaldress at No.1 Floor 2, Suzhou Street, Haidian District, Beijing.
Webplus: XRS/20100929/F-1_1/16_EX-10.9/000.htm SEC Original: h04316exv10w9.htm
Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913
Webplus: XRS/20100929/F-1_1/17_EX-10.10/000.htm SEC Original: h04316exv10w10.htm
Equity Pledge Supplementalreementreement This Equity Pledge Supplementalreement ( Party A: TAL Education Technology (Beijing) a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China ( Party B refers to each of: Bangxin Zhang, IDrd No.321182198010012913
Webplus: XRS/20100929/F-1_1/18_EX-10.11/000.htm SEC Original: h04316exv10w11.htm
Powers of Attorney Xueersi Education Xueersi Network WFOE Powers of Attorney We, Bangxin Zhang, Yundongo, Yachao Liu and Yunfeng Bai,llectively own 100% of the equity interests of Beijing Xueersi Education Technology (ent We exclusively authorize WFOE or its designated representative(s) ( 1. Attending shareholders meetings of Xueersi Education and Xueersi Network;
Webplus: XRS/20100929/F-1_1/19_EX-21.1/000.htm SEC Original: h04316exv21w1.htm
List of the Subsidiaries and Affiliated Entities of TAL Education Name Jurisdiction oforporation Subsidiaries: Beijing Huanqiu Zhikang Shidai Educationnsulting Wholly-owned subsidiary Beijing Yidu Huida Education Technology Wholly-owned subsidiary TAL Education Technology (Beijing) Wholly-owned subsidiary Xueersi International Education Limited
Webplus: XRS/20100929/F-1_1/20_EX-23.1/000.htm SEC Original: h04316exv23w1.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Registration Statement on Form F-1 of our reportted July1, 2010, except for Note 23, to which thete is September 29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and
Webplus: XRS/20100929/F-1_1/21_EX-23.4/000.htm SEC Original: h04316exv23w4.htm
August16, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316exv23w4.htm 21 EX-23.4
Webplus: XRS/20100929/F-1_1/22_EX-23.5/000.htm SEC Original: h04316exv23w5.htm
Board of Directors Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, EX-23.5 h04316exv23w5.htm 22 EX-23.5
Webplus: XRS/20100929/F-1_1/23_EX-23.6/000.htm SEC Original: h04316exv23w6.htm
September27, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Jane Jie Sun EX-23.6 h04316exv23w6.htm 23 EX-23.6
Webplus: XRS/20100929/F-1_1/24_EX-23.7/000.htm SEC Original: h04316exv23w7.htm
September29, 2010 TAL Education Ladies and Gentlemen: Sincerely yours, Wai Chau Lin EX-23.7 h04316exv23w7.htm 24 EX-23.7
Webplus: XRS/20100929/F-1_1/25_EX-99.1/000.htm SEC Original: h04316exv99w1.htm
TAL EDUCATION (Adopted by the Board of Directors of I. PURPOSE Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; prompt internal reporting of violations of thede; and
Company Information:
Ticker: XRS, Company: TAL Education Group, Type: F-1, Date: 2010-09-29CIK: 0001499620, Location: F4, SIC: 8200, SIC Desc: SERVICES-EDUCATIONAL SERVICES
Business Phone & Address:
18/F, Hesheng Bldg,, 32 Zhongguancun Ave, Haidian District
Beijing 100080
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