DEPOSIT AGREEMENT BETWEEN TAL EDUCATION GROUP AND JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS WORLDWIDE SECURITIES SERVICES jpmorgan.comDeposit Agreement • July 25th, 2011 • TAL Education Group • Services-educational services • New York
DEPOSIT AGREEMENT dated as of October 19, 2010 (the “Deposit Agreement”) among TAL Education Group and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
Form of Real Estate Sale and Purchase AgreementTAL Education Group • July 25th, 2011 • Services-educational services
In accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on the Administration of Urban Real Estate, and the Law of the People’s Republic of China on the Transfer of Urban Real Estate, and on the basis of equal, voluntary and fair negotiation, the Seller and the Buyer have come to the following agreements regarding the sale and purchase of pre-owned real estate:
