DSWL [DESWELL INDUSTRIES] 20-F: FORM 20-F (Mark one) o SIZE=”2″>For the fiscal

[FORM 20-F (Mark one) o SIZE="2">For the fiscal year ended March 31, 2012 o SIZE="2">For the transition period from__________________to__________________ size=3>o SIZE="2">Date of event requiring this shellmpany report SIZE="2">For the transition period from__________________to__________________ DESWELL INDUSTRIES, British Virgin Island SIZE="2">Herman Wong, Chief Financial Officer, o o o o o Large accelerated] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(a) I, FRANKI S. F. TSE, certify that: 1.I have reviewed this Annual Report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(a) I, HERMAN WONG, certify that: 1.I have reviewed this Annual Report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. SIZE="2"> SIZE="2"> SIZE="2">Franki S. F. Tse, SIZE="2"> SIZE="2"> SIZE="2">Herman Wong EX-13.1 4 EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, (thempany) of our reportsted July 20, 2012, relating to thensolidated financial statements and the effectiveness of thempanys internalntrol over financial reporting appearing in] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, SIZE="2">17B, Edificiommercial Rodrigues, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, of our reportted August 2, 2011, relating to thensolidated financial statements, which appears in this Form 20-F.]

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GAGA [Le Gaga] 20-F: (Original Filing)

[Title of Each Class Name of Each Exchange on Which Registered Ordinary shares, par value US$0.01 per share* American Depositary Shares, each representing 50 ordinary shares The NASDAQ Stock Market LLC (The NASDAQ Global Select Market) * Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing 50] [FORM OF LAND LEASE AGREEMENT Lessor: [ ] (hereinafter referred to as “Party A”) Lessee: [ ] (hereinafter referred to as “Party B”) Land Management Law of the People’s Republic of China Contract Law of the People’s Republic of China In order to promote the industrialization of agricultural production in villages, increase the economic income of farmers, and develop and] [FORM OF LAND LEASE CONTRACT Party A: [ ] Party B: [ ] In accordance with the requirements of the relevant laws, regulations and policies of the People’s Republic of China, Party A agrees to lease out a land of [ ] in the village to Party B for its development of an vegetable and fruit base. To enable the] [LIST OF SUBSIDIARIES No. Company Jurisdiction 1. China Linong International Limited BVI 2. Land V. Group Limited BVI 3. Land V. Limited Hong Kong 4. Hong Kong Linong Limited Hong Kong 5. China Linong (Hong Kong) Limited Hong Kong 6. Land V. Ltd (Fujian) PRC 7. Land V. Ltd (Zhangjiakou) PRC 8. Xiamen Land V. Group Co. Ltd PRC 9.] [Le Gaga Holdings Limited Code of Business Conduct and Ethics INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.”] [Certification by the Chief Executive Officer I, Shing Yung Ma, certify that: 1. I have reviewed this annual report on Form 20-F of Le Gaga Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Chief Financial Officer I, Auke Cnossen, certify that: 1. I have reviewed this annual report on Form 20-F of Le Gaga Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shing Yung Ma Chairman and Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Auke Cnossen Chief Financial Officer] [July 20, 2012 Le Gaga Holdings Limited Unit 1105, The Metropolis Tower 10 Metropolis Drive Hung Hom, Kowloon Hong Kong Ladies and Gentlemen: EX-15.1 10 d382109dex151.htm CONSENT OF TREND ASSOCIATES] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Le Gaga Holdings Limited: We consent to the incorporation by reference in the registration statement (No. 333-173979) on Form S-8 of Le Gaga Holdings Limited of our reports dated July 20, 2012, with respect to the consolidated balance sheets of Le Gaga Holdings Limited and subsidiaries as of March]

By | 2016-03-20T18:49:20+00:00 July 20th, 2012|Categories: Chinese Stocks, GAGA, SEC Original|Tags: , , , , , |0 Comments
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GAGA [Le Gaga] 20-F: Title of Each Class Name of Each Exchange

[Title of Each Class Name of Each Exchange on Which Registered Ordinary shares, par value US$0.01 per share* American Depositary Shares, each representing 50 ordinary shares The NASDAQ Stock Market LLC (The NASDAQ Global Select Market) * Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing 50] [FORM OF LAND LEASE AGREEMENT Lessor: [ ] (hereinafter referred to as “Party A”) Lessee: [ ] (hereinafter referred to as “Party B”) Land Management Law of the People’s Republic of China Contract Law of the People’s Republic of China In order to promote the industrialization of agricultural production in villages, increase the economic income of farmers, and develop and] [FORM OF LAND LEASE CONTRACT Party A: [ ] Party B: [ ] In accordance with the requirements of the relevant laws, regulations and policies of the People’s Republic of China, Party A agrees to lease out a land of [ ] in the village to Party B for its development of an vegetable and fruit base. To enable the] [LIST OF SUBSIDIARIES No. Company Jurisdiction 1. China Linong International Limited BVI 2. Land V. Group Limited BVI 3. Land V. Limited Hong Kong 4. Hong Kong Linong Limited Hong Kong 5. China Linong (Hong Kong) Limited Hong Kong 6. Land V. Ltd (Fujian) PRC 7. Land V. Ltd (Zhangjiakou) PRC 8. Xiamen Land V. Group Co. Ltd PRC 9.] [Le Gaga Holdings Limited Code of Business Conduct and Ethics INTRODUCTION Purpose This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.”] [Certification by the Chief Executive Officer I, Shing Yung Ma, certify that: 1. I have reviewed this annual report on Form 20-F of Le Gaga Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Chief Financial Officer I, Auke Cnossen, certify that: 1. I have reviewed this annual report on Form 20-F of Le Gaga Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shing Yung Ma Chairman and Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Auke Cnossen Chief Financial Officer] [July 20, 2012 Le Gaga Holdings Limited Unit 1105, The Metropolis Tower 10 Metropolis Drive Hung Hom, Kowloon Hong Kong Ladies and Gentlemen: EX-15.1 10 d382109dex151.htm CONSENT OF TREND ASSOCIATES] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Le Gaga Holdings Limited: We consent to the incorporation by reference in the registration statement (No. 333-173979) on Form S-8 of Le Gaga Holdings Limited of our reports dated July 20, 2012, with respect to the consolidated balance sheets of Le Gaga Holdings Limited and subsidiaries as of March]

By | 2016-03-20T18:50:50+00:00 July 20th, 2012|Categories: Chinese Stocks, GAGA, Webplus ver|Tags: , , , , , |0 Comments
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CNR [CHINA METRO-RURAL] 20-F: (Original Filing)

[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE MKT None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2012 there] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF China Metro-Rural Holdings Limited (a company limited by shares) (Adopted by way of resolution of members on 19 March 2010) INTERPRETATION 1 1. Definitions 1 SHARES 4 2. Power to Issue Shares 4 3. Power of the Company to Purchase its Shares] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ x [Blank] This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [th day of August 2011 Dated the 25 China Metro-Rural Exchange Limited AND Ho Min Sang SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2] [th day of August 2011 Dated the 25 CHINA METRO-RURAL EXCHANGE LIMITED AND SU SHAOBIN ( SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: Borrower: China Northeast Logistics City Co, Ltd (the “Borrower”) Address: Legal representative: Cheng Chung Hing Postal code: Telephone No: Bank Name and bank account number: Lender: Xi’an International Trust Co., Ltd. (the “Lender”) Address: Legal representative: Postal code: Telephone No: Fax No.: [Blank] Bank Name and bank account number: Whereas:] [Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: Borrower: China North Asia Development Co, Ltd (the “Borrower”) Address: Legal representative: Cheng Chung Hing Postal code: Telephone No: Bank Name and bank account number: Lender: Xi’an International Trust Co., Ltd. (the “Lender”) Address: Legal representative: Postal code: Telephone No: [Blank] Bank Name and bank account number: Whereas: 1. The] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Dated: the 4 th day of November 2011. ******************************** * CHINA METRO-RURAL LIMITED and THIRD PARTY ******************************** ** LOAN AGREEMENT ******************************** ** 1 THIS LOAN AGREEMENT made this 4 th day of November Two Thousand and Eleven. BETWEEN : (I) CHINA METRO RURAL LIMITED ) CHINA METRO-RURAL HOLDINGS LIMITED ) (II) THIRD PARTY WHEREAS :- HK$25 Million November 8, 2011] [SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd. , ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. Shenyang Jiataihe Investments Co., Ltd., (] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 16, 2012 Sio Kam Seng Chief Executive Officer EX-13.1 15 d286186dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 16, 2012 Lee Che Chiu Chief Financial Officer EX-13.2 16 d286186dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783) and Registration Statement on Form F-3 (No. 333-171825) of China Metro-Rural Holdings Limited of our report dated July Hong Kong July EX-15.1 17 d286186dex151.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

By | 2016-03-20T08:10:30+00:00 July 16th, 2012|Categories: Chinese Stocks, CNR, SEC Original|Tags: , , , , , |0 Comments
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CNR [CHINA METRO-RURAL] 20-F: (Title of each class) (Name of each exchange

[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE MKT None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2012 there] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF China Metro-Rural Holdings Limited (a company limited by shares) (Adopted by way of resolution of members on 19 March 2010) INTERPRETATION 1 1. Definitions 1 SHARES 4 2. Power to Issue Shares 4 3. Power of the Company to Purchase its Shares] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ x [Blank] This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [th day of August 2011 Dated the 25 China Metro-Rural Exchange Limited AND Ho Min Sang SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2] [th day of August 2011 Dated the 25 CHINA METRO-RURAL EXCHANGE LIMITED AND SU SHAOBIN ( SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: Borrower: China Northeast Logistics City Co, Ltd (the “Borrower”) Address: Legal representative: Cheng Chung Hing Postal code: Telephone No: Bank Name and bank account number: Lender: Xi’an International Trust Co., Ltd. (the “Lender”) Address: Legal representative: Postal code: Telephone No: Fax No.: [Blank] Bank Name and bank account number: Whereas:] [Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: Borrower: China North Asia Development Co, Ltd (the “Borrower”) Address: Legal representative: Cheng Chung Hing Postal code: Telephone No: Bank Name and bank account number: Lender: Xi’an International Trust Co., Ltd. (the “Lender”) Address: Legal representative: Postal code: Telephone No: [Blank] Bank Name and bank account number: Whereas: 1. The] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Dated: the 4 th day of November 2011. ******************************** * CHINA METRO-RURAL LIMITED and THIRD PARTY ******************************** ** LOAN AGREEMENT ******************************** ** 1 THIS LOAN AGREEMENT made this 4 th day of November Two Thousand and Eleven. BETWEEN : (I) CHINA METRO RURAL LIMITED ) CHINA METRO-RURAL HOLDINGS LIMITED ) (II) THIRD PARTY WHEREAS :- HK$25 Million November 8, 2011] [SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd. , ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. Shenyang Jiataihe Investments Co., Ltd., (] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 16, 2012 Sio Kam Seng Chief Executive Officer EX-13.1 15 d286186dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 16, 2012 Lee Che Chiu Chief Financial Officer EX-13.2 16 d286186dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783) and Registration Statement on Form F-3 (No. 333-171825) of China Metro-Rural Holdings Limited of our report dated July Hong Kong July EX-15.1 17 d286186dex151.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

By | 2016-03-20T08:11:32+00:00 July 16th, 2012|Categories: Chinese Stocks, CNR, Webplus ver|Tags: , , , , , |0 Comments
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XRS [TAL Education] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o For the transition period from to . OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . TAL Education Group N/A Cayman Islands (Jurisdiction of incorporation or organization) 18/F, Hesheng Building 32] [Exclusive Service Agreement Agreement PRC This Exclusive Service Agreement (“ Party A : TAL Education Technology (Beijing) Co., Ltd. Party B: Beijing Dongfangrenli Science & Commerce Co., Ltd. Party C: Appendix I Individuals as listed in Party Parties (Each of Party A, Party B and Party C, a “ WHEREAS, (1) Party A is a wholly foreign-owned enterprise duly registered] [Option Agreement The Option Agreement, dated as of December 27, 2011, is made by and among the following parties in Beijing: Party A: TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”). Party B: Appendix I Appendix I Individuals as listed in Party] [Equity Interest Pledge Agreement Agreement This Equity Interest Pledge Agreement (“ Party A : TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”). Party B: Individuals as listed in Appendix I, being all of the shareholders of Party C, and the shareholding structure] [Power of Attorney Dongfangrenli PRC WFOE Trustee On the condition of permission by relevant PRC laws and regulation, we exclusively authorize the Trustee to exercise our rights as our agent according to the agent’s own will, which includes but not limited to: 1. Participating the shareholders’ meeting of Dongfangrenli; 2. Exercising all the rights of shareholders of Dongfangrenli on its] [Name Jurisdiction of Subsidiaries: Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Beijing Yidu Huida Education Technology Co., Ltd. PRC TAL Education Technology (Beijing) Co., Ltd. PRC Xueersi International Education Group Limited Hong Kong Yidu Technology Group Cayman Islands Yidu Technology Group Limited Hong Kong Variable Interest Entities:] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Joseph Kauffman, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Bangxin Zhang Chairman and Chief Executive Officer 1 EX-13.1 9 a12-8310_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Joseph Kauffman Chief Financial Officer 1 EX-13.2 10 a12-8310_1ex13d2.htm EX-13.2] [天 元 律 师 事 务 所 TIANYUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. TAL Education Group 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 11 a12-8310_1ex15d1.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-172178 on Form S-8 of our reports dated June 27, 2012, relating to the consolidated financial statements of TAL Education Group, its subsidiaries, its variable interest entities (the “VIEs”) and its VIEs’ subsidiaries (collectively the “Group”), and the effectiveness of the] [June 27, 2012 Board of Directors TAL Education Group 17/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing, 100080, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 13 a12-8310_1ex15d3.htm EX-15.3]

By | 2016-02-29T02:48:24+00:00 June 27th, 2012|Categories: Chinese Stocks, SEC Original, XRS|Tags: , , , , , |0 Comments
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XRS [TAL Education] 20-F: FORM 20-F (Mark One) o OR x OR

[FORM 20-F (Mark One) o OR x OR o For the transition period from to . OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . TAL Education Group N/A Cayman Islands (Jurisdiction of incorporation or organization) 18/F, Hesheng Building 32] [Exclusive Service Agreement Agreement PRC This Exclusive Service Agreement (“ Party A : TAL Education Technology (Beijing) Co., Ltd. Party B: Beijing Dongfangrenli Science & Commerce Co., Ltd. Party C: Appendix I Individuals as listed in Party Parties (Each of Party A, Party B and Party C, a “ WHEREAS, (1) Party A is a wholly foreign-owned enterprise duly registered] [Option Agreement The Option Agreement, dated as of December 27, 2011, is made by and among the following parties in Beijing: Party A: TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”). Party B: Appendix I Appendix I Individuals as listed in Party] [Equity Interest Pledge Agreement Agreement This Equity Interest Pledge Agreement (“ Party A : TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the People’s Republic of China (“PRC”). Party B: Individuals as listed in Appendix I, being all of the shareholders of Party C, and the shareholding structure] [Power of Attorney Dongfangrenli PRC WFOE Trustee On the condition of permission by relevant PRC laws and regulation, we exclusively authorize the Trustee to exercise our rights as our agent according to the agent’s own will, which includes but not limited to: 1. Participating the shareholders’ meeting of Dongfangrenli; 2. Exercising all the rights of shareholders of Dongfangrenli on its] [Name Jurisdiction of Subsidiaries: Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Beijing Yidu Huida Education Technology Co., Ltd. PRC TAL Education Technology (Beijing) Co., Ltd. PRC Xueersi International Education Group Limited Hong Kong Yidu Technology Group Cayman Islands Yidu Technology Group Limited Hong Kong Variable Interest Entities:] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Joseph Kauffman, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Bangxin Zhang Chairman and Chief Executive Officer 1 EX-13.1 9 a12-8310_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Joseph Kauffman Chief Financial Officer 1 EX-13.2 10 a12-8310_1ex13d2.htm EX-13.2] [天 元 律 师 事 务 所 TIANYUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. TAL Education Group 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 11 a12-8310_1ex15d1.htm EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-172178 on Form S-8 of our reports dated June 27, 2012, relating to the consolidated financial statements of TAL Education Group, its subsidiaries, its variable interest entities (the “VIEs”) and its VIEs’ subsidiaries (collectively the “Group”), and the effectiveness of the] [June 27, 2012 Board of Directors TAL Education Group 17/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing, 100080, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 13 a12-8310_1ex15d3.htm EX-15.3]

By | 2016-02-29T02:49:49+00:00 June 27th, 2012|Categories: Chinese Stocks, Webplus ver, XRS|Tags: , , , , , |0 Comments
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XRS [TAL Education] 20-F: (Original Filing)

[FORM20-F (Mark One) o OR x OR o For the transition period from to . OR ote of event requiring this shellmpany report . . . . . . . . . . . . . . . . . . . TAL Education N/Ayman Islands (Jurisdiction oforporation or organization)] [Exclusive Servicereementreement This Exclusive Servicereement ( Party A : TAL Education Technology (Beijing)Ltd. Party B: Beijing Dongfangrenliience&mmerceLtd. Party C: Appendix I Individuals listed in Party Parties (Each of Party A, Party B and Party C, a WHEREAS, (1)Party A is a wholly foreign-owned enterprise duly registered and validly existing under the laws, owning resources to] [Optionreement The Optionreement,ted of December27, 2011, is made by and among the following parties in Beijing: Party A: TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Appendix I] [Equity Interest Pledgereementreement This Equity Interest Pledgereement ( Party A : TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Individuals listed in Appendix I, beingl of the shareholders of Party C, and the shareholding structure of Party] [Power of Attorney Dongfangrenli WFOE Trustee On thendition of permission by relevant laws and regulation, we exclusively authorize the Trustee to exercise our rights ourent according to theents own will, whichludes but not limited to: 1. Participating the shareholders meeting of Dongfangrenli; 2. Exercisingl the rights of shareholders of Dongfangrenli on its shareholders meetings according] [Name Jurisdictionof Subsidiaries: Beijing Huanqiu Zhikang Shidai EducationnsultingLtd. Beijing Yidu Huida Education TechnologyLtd. TAL Education Technology (Beijing)Ltd. Xueersi International Education Limited Hong Kong Yidu Technologyyman Islands Yidu Technology Limited Hong Kong Variable Interest Entities: Beijing Xueersi Education TechnologyLtd.] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification by the Principal Financial Officer I, Joseph Kauffman, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Bangxin Zhang Chairman and Chief Executive Officer 1 EX-13.1 a12-8310_1ex13d1.htm 9 EX-13.1] [Certification by the Principal Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Joseph Kauffman Chief Financial Officer 1 EX-13.2 a12-8310_1ex13d2.htm 10 EX-13.2] [TIANYUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. TAL Education 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 a12-8310_1ex15d1.htm 11 EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statement No.333-172178 on FormS-8 of our reportsted June27, 2012, relating to thensolidated financial statements of TAL Education, its subsidiaries, its variable interest entities (the VIEs) and its VIEs subsidiaries (collectively the), and the effectiveness of thes internalntrol over financial reporting,] [June27, 2012 Board of Directors TAL Education 17/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing, 100080, Peoples Republic of China Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 a12-8310_1ex15d3.htm 13 EX-15.3]

By | 2016-02-14T18:21:23+00:00 June 27th, 2012|Categories: Chinese Stocks, SEC Original, XRS|Tags: , , , , , |0 Comments
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XRS [TAL Education] 20-F: FORM20-F (Mark One) o OR x OR o

[FORM20-F (Mark One) o OR x OR o For the transition period from to . OR ote of event requiring this shellmpany report . . . . . . . . . . . . . . . . . . . TAL Education N/Ayman Islands (Jurisdiction oforporation or organization)] [Exclusive Servicereementreement This Exclusive Servicereement ( Party A : TAL Education Technology (Beijing)Ltd. Party B: Beijing Dongfangrenliience&mmerceLtd. Party C: Appendix I Individuals listed in Party Parties (Each of Party A, Party B and Party C, a WHEREAS, (1)Party A is a wholly foreign-owned enterprise duly registered and validly existing under the laws, owning resources to] [Optionreement The Optionreement,ted of December27, 2011, is made by and among the following parties in Beijing: Party A: TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Appendix I] [Equity Interest Pledgereementreement This Equity Interest Pledgereement ( Party A : TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Individuals listed in Appendix I, beingl of the shareholders of Party C, and the shareholding structure of Party] [Power of Attorney Dongfangrenli WFOE Trustee On thendition of permission by relevant laws and regulation, we exclusively authorize the Trustee to exercise our rights ourent according to theents own will, whichludes but not limited to: 1. Participating the shareholders meeting of Dongfangrenli; 2. Exercisingl the rights of shareholders of Dongfangrenli on its shareholders meetings according] [Name Jurisdictionof Subsidiaries: Beijing Huanqiu Zhikang Shidai EducationnsultingLtd. Beijing Yidu Huida Education TechnologyLtd. TAL Education Technology (Beijing)Ltd. Xueersi International Education Limited Hong Kong Yidu Technologyyman Islands Yidu Technology Limited Hong Kong Variable Interest Entities: Beijing Xueersi Education TechnologyLtd.] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification by the Principal Financial Officer I, Joseph Kauffman, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Bangxin Zhang Chairman and Chief Executive Officer 1 EX-13.1 a12-8310_1ex13d1.htm 9 EX-13.1] [Certification by the Principal Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Joseph Kauffman Chief Financial Officer 1 EX-13.2 a12-8310_1ex13d2.htm 10 EX-13.2] [TIANYUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. TAL Education 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 a12-8310_1ex15d1.htm 11 EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statement No.333-172178 on FormS-8 of our reportsted June27, 2012, relating to thensolidated financial statements of TAL Education, its subsidiaries, its variable interest entities (the VIEs) and its VIEs subsidiaries (collectively the), and the effectiveness of thes internalntrol over financial reporting,] [June27, 2012 Board of Directors TAL Education 17/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing, 100080, Peoples Republic of China Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 a12-8310_1ex15d3.htm 13 EX-15.3]

By | 2016-02-14T18:22:54+00:00 June 27th, 2012|Categories: Chinese Stocks, Webplus ver, XRS|Tags: , , , , , |0 Comments
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XRS [TAL Education] 20-F: (Original Filing)

[FORM20-F (Mark One) o OR x OR o For the transition period from to . OR ote of event requiring this shellmpany report . . . . . . . . . . . . . . . . . . . TAL Education N/Ayman Islands (Jurisdiction oforporation or organization)] [Exclusive Servicereementreement This Exclusive Servicereement ( Party A : TAL Education Technology (Beijing)Ltd. Party B: Beijing Dongfangrenliience&mmerceLtd. Party C: Appendix I Individuals listed in Party Parties (Each of Party A, Party B and Party C, a WHEREAS, (1)Party A is a wholly foreign-owned enterprise duly registered and validly existing under the laws, owning resources to] [Optionreement The Optionreement,ted of December27, 2011, is made by and among the following parties in Beijing: Party A: TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Appendix I] [Equity Interest Pledgereementreement This Equity Interest Pledgereement ( Party A : TAL Education Technology (Beijing)Ltd., a wholly foreign owned enterprise duly established and validly existing under the laws of the Peoples Republic of China (PRC). Party B: Individuals listed in Appendix I, beingl of the shareholders of Party C, and the shareholding structure of Party] [Power of Attorney Dongfangrenli WFOE Trustee On thendition of permission by relevant laws and regulation, we exclusively authorize the Trustee to exercise our rights ourent according to theents own will, whichludes but not limited to: 1. Participating the shareholders meeting of Dongfangrenli; 2. Exercisingl the rights of shareholders of Dongfangrenli on its shareholders meetings according] [Name Jurisdictionof Subsidiaries: Beijing Huanqiu Zhikang Shidai EducationnsultingLtd. Beijing Yidu Huida Education TechnologyLtd. TAL Education Technology (Beijing)Ltd. Xueersi International Education Limited Hong Kong Yidu Technologyyman Islands Yidu Technology Limited Hong Kong Variable Interest Entities: Beijing Xueersi Education TechnologyLtd.] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification by the Principal Financial Officer I, Joseph Kauffman, certify that: 1. I have reviewed this annual report on Form20-F of TAL Education; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Bangxin Zhang Chairman and Chief Executive Officer 1 EX-13.1 a12-8310_1ex13d1.htm 9 EX-13.1] [Certification by the Principal Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Joseph Kauffman Chief Financial Officer 1 EX-13.2 a12-8310_1ex13d2.htm 10 EX-13.2] [TIANYUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777. TAL Education 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 a12-8310_1ex15d1.htm 11 EX-15.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statement No.333-172178 on FormS-8 of our reportsted June27, 2012, relating to thensolidated financial statements of TAL Education, its subsidiaries, its variable interest entities (the VIEs) and its VIEs subsidiaries (collectively the), and the effectiveness of thes internalntrol over financial reporting,] [June27, 2012 Board of Directors TAL Education 17/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District Beijing, 100080, Peoples Republic of China Subject: WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 a12-8310_1ex15d3.htm 13 EX-15.3]

By | 2016-02-04T08:30:38+00:00 June 27th, 2012|Categories: Chinese Stocks, SEC Original, XRS|Tags: , , , , , |0 Comments
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