[FORM 20-F (Mark One) o OR x For the fiscal year ended February 28, 2013. 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] [DEED OF UNDERTAKING 承诺契据 DATED JUNE 24, 2013 年 6 月 24 日 BY 由 BANGXIN ZHANG 张邦鑫 TO 向 TAL EDUCATION GROUP 出具 Deed THIS DEED OF UNDERTAKING (the “ 本承诺契据（ ” 契据 ” ）于 2013 年 6 月 24 日由： BANGXIN ZHANG , with PRC ID card number . 张邦鑫 ，中国身份证号： To 向 TAL EDUCATION GROUP Company ,] [Name Jurisdiction of Subsidiaries: Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Beijing Xintang Sichuang Education Technology Co., Ltd. PRC Yidu Huida Education Technology (Beijing) Co., Ltd. PRC TAL Education Technology (Beijing) Co., Ltd. PRC TAL Electronic Technology (Shanghai) Co., Ltd PRC TAL Holding Limited (formerly known as “Xueersi International Education Group Limited”) Hong Kong Yidu Technology Group Cayman] [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,] [12.2 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] [.1 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. June 28, 2013 Bangxin Zhang Chairman and Chief Executive Officer EX-13.1 6 a13-4130_1ex13d1.htm EX-13.1] [13.2 Certification by the Principal Financial Officer (1) The Report fully (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. June 28, 2013 EX-13.2 7 a13-4130_1ex13d2.htm EX-13.2] [15.1 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 12 /F, Danling SOHO No. 6 Danling Street , Haidian District People’s Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 8 a13-4130_1ex15d1.htm EX-15.1] [15.2 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 28 , 2013, 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] [15.3 [Letter Head of Maples and Calder] 12 /F, Danling SOHO No. 6 Danling Street , Haidian District People’s Republic of China Dear Sirs TAL Education Group Yours faithfully Maples and Calder EX-15.3 10 a13-4130_1ex15d3.htm EX-15.3]