[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]