[FORM20-F (Mark One) o OR x For the fiscal year endedFebruary 28, 2013. OR o For the transition period from to . OR ote of event requiring this shellmpany report . . . . . . . . . . . . . . . . . . .] [DEED OF UNDERTAKINGTED JUNE 24, 2013 6 24 BY BANGXIN ZHANG TO TAL EDUCATION Deed THIS DEED OF UNDERTAKING (the 2013 6 24 BANGXIN ZHANG , with IDrd number . To TAL EDUCATIONmpany , at 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District, Beijing 100080, Peoples Republic of China (the] [Name Jurisdictionof Subsidiaries: Beijing Huanqiu Zhikang Shidai EducationnsultingLtd. Beijing Xintang Sichuang Education TechnologyLtd. Yidu Huida Education Technology (Beijing)Ltd. TAL Education Technology (Beijing)Ltd. TAL Electronic Technology (Shanghai) TAL Limited (formerly known Xueersi International Education Limited) Hong Kong] [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] [12.2 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] [.1 (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. June28, 2013 Bangxin Zhang Chairman and Chief Executive Officer EX-13.1 a13-4130_1ex13d1.htm 6 EX-13.1] [13.2 Certification by the Principal Financial Officer (1) The Report fully (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. June28, 2013 EX-13.2 a13-4130_1ex13d2.htm 7 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,nling SOHO No.6nling Street , Haidian District Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 a13-4130_1ex15d1.htm 8 EX-15.1] [15.2NSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statement No.333-172178 on FormS-8 of our reportsted June 28 , 2013, 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] [15.3 [Letter Head of Maples andlder] 12 /F,nling SOHO No.6nling Street , Haidian District Peoples Republic of China Dear Sirs TAL Education Yours faithfully Maples andlder EX-15.3 a13-4130_1ex15d3.htm 10 EX-15.3]