F-1.A – Page 35 – China Stock Advice

MCOX [Mecox Lane] F-1/A:

[] [DRAFT October 20, 2010 ECOX ANE IMITED M [ Each Representing [ NDERWRITING GREEMENT U [pricing date] NDERWRITING GREEMENT U [pricing date] UBS AG 52/F, Two International Finance Centre 8 Finance Street Central, Hong Kong and Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Schedule A as Representatives of the several Underwriters named in] [Name of Company: MECOX LANE LIMITED MECOX LANE LIMITED Number: Number Ordinary Share(s) - [no. of shares] - Incorporated under the laws of the Cayman Islands Ordinary Share(s): US$1,000,000 10,000,000,000 Ordinary Shares US$0.0001 Share capital is - [no. of shares] - Issued to: [name of shareholder] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Dated Transferred from:]

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XRS [TAL Education] F-1/A: (Original Filing)

[] [[LETTERHEAD OF MAPLES AND CALDER] TAL Education Group 19 October 2010 Dear Sirs TAL Education Group Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to TAL Education Group (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents: 1.1 the certificate] [[LETTER OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] October 19, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and] [October 19, 2010 To: TAL Education Group Re: Legal Opinion on Certain PRC Law Matters PRC We are qualified lawyers of the Peoples Republic of China (the Company Offering ADSs Prospectus We have acted as PRC legal counsel to TAL Education Group (the A. Documents Examined, Definition and Information Provided In connection with the furnishing of this opinion,]

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XRS [TAL Education] F-1/A:

[] [[LETTERHEAD OF MAPLES AND CALDER] TAL Education Group 19 October 2010 Dear Sirs TAL Education Group Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to TAL Education Group (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents: 1.1 the certificate] [[LETTER OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] October 19, 2010 TAL Education Group Re: American Depositary Shares of TAL Education Group (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and] [October 19, 2010 To: TAL Education Group Re: Legal Opinion on Certain PRC Law Matters PRC We are qualified lawyers of the Peoples Republic of China (the Company Offering ADSs Prospectus We have acted as PRC legal counsel to TAL Education Group (the A. Documents Examined, Definition and Information Provided In connection with the furnishing of this opinion,]

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XRS [TAL Education] F-1/A: (Original Filing)

[] [[LETTERHEAD OF MAPLES ANDLDER] TAL Education 19October 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:] [[LETTER OFADDEN, ARPS, SLATE, MEAGHER & FLOM] October19, 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] [October19, 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]

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XRS [TAL Education] F-1/A:

[] [[LETTERHEAD OF MAPLES ANDLDER] TAL Education 19October 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:] [[LETTER OFADDEN, ARPS, SLATE, MEAGHER & FLOM] October19, 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] [October19, 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]

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XRS [TAL Education] F-1/A: (Original Filing)

[Explanatory Note PARTII INFORMATION NOT REQUIRED IN PROSPECTUS ITEM6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.yman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to public policy, such to provide] [[LETTERHEAD OF MAPLES ANDLDER] TAL Education 19October 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:] [[LETTER OFADDEN, ARPS, SLATE, MEAGHER & FLOM] October19, 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] [October19, 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]

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XRS [TAL Education] F-1/A: Explanatory Note PARTII INFORMATION NOT REQUIRED IN PROSPECTUS

[Explanatory Note PARTII INFORMATION NOT REQUIRED IN PROSPECTUS ITEM6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.yman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to public policy, such to provide] [[LETTERHEAD OF MAPLES ANDLDER] TAL Education 19October 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:] [[LETTER OFADDEN, ARPS, SLATE, MEAGHER & FLOM] October19, 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] [October19, 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]

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XRS [TAL Education] F-1/A: Subject tompletion.ted October15, 2010. TAL Education 12,000,000 American

[Subject tompletion.ted October15, 2010. TAL Education 12,000,000 American Depositary Shares Representing 24,000,000 ClassAmmon Shares This is an initial public offering of American depositary shares, orSs, of TAL Education. We are offering 12,000,000ADSs. EachS represents two ClassAmmon shares, par value $0.001 per share. See Risk Factors beginning on page12 to readout risks you shouldnsider before buying] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No.2 to Registration Statement No.333-169650 of our reportted July1, 2010, except for Note 24, to which thete is September29, 2010, relating to thensolidated financial statements of TAL Education and its subsidiaries and variable interest entities of February28, 2009 and 2010, and] [October 15, 2010 Board of Directors Subject: Writtennsent of iResearch EX-23.4 h04316a2exv23w4.htm 3 EX-23.4]

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GAGA [Le Gaga] F-1/A: (Original Filing)

[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by a Special Resolution on 12 October, 2010 THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [LE GAGA HOLDINGS LIMITED Name of Company: Le Gaga Holdings Limited Number Share(s) [ ] [ ] Number: Incorporated under the laws of the Cayman Islands [ ] US$50,000,000 5,000,000,000 Shares US$0.01 Share capital is Share(s): [ ] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Issued to: [name of shareholder]] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [Le Gaga Holdings Limited 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. We also refer to our Chief]

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GAGA [Le Gaga] F-1/A:

[] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (adopted by a Special Resolution on 12 October, 2010 THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LE GAGA HOLDINGS LIMITED (Adopted] [LE GAGA HOLDINGS LIMITED Name of Company: Le Gaga Holdings Limited Number Share(s) [ ] [ ] Number: Incorporated under the laws of the Cayman Islands [ ] US$50,000,000 5,000,000,000 Shares US$0.01 Share capital is Share(s): [ ] [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT Issued to: [name of shareholder]] [Consent of Independent Registered Public Accounting Firm The Board of Directors Le Gaga Holdings Limited: We consent to the use of our report dated September 7, 2010, with respect to the combined balance sheets of Le Gaga Holdings Limited and subsidiaries as of March 31, 2008, 2009 and 2010, and the related combined income statements, statements of comprehensive income, statements] [Le Gaga Holdings Limited 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. We also refer to our Chief]

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