HIHO [HIGHWAY] 20-F: Indicate the number of outstanding shares of each

[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 3,783,874 Common Shares were outstanding as of March 31, 2014. ¨ No x ¨ No x x No ¨ x No ¨ ¨ Large accelerated filer ¨ Accelerated filer x Non-accelerated] [] [] [Name of Entity The following is a list of all of this Company’s subsidiaries. However, only the following five subsidiaries are, as of the June 30, 2014, active subsidiaries that conduct operations: Nissin Precision Metal Manufacturing Limited; Kayser Limited; Golden Bright Plastic Manufacturing Company Limited; Hi-Lite Camera Company Limited; and Nissin Metal and Plastic (Shenzhen) Company Limited.. Antemat Limited Kayser] [I, Roland W. Kohl, certify that: 1. I have reviewed this annual report on Form 20-F of Highway Holdings Limited; 2. Based on my knowledge, this annual 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] [I, Alan Chan, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Dated: June 30, 2014 Alan Chan Chief Financial Officer] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 30, 2014 Roland W. Kohl Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 30, 2014 Alan Chan Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-13320, No. 333-10312 and No. 333-132736 on Form S-8 of our report dated June 30, 2014, relating to the consolidated financial statements as of, and for the year ended March 31, 2014 of Highway Holdings Limited and its subsidiaries (the “Group”), appearing]

ATAI [ATA] 20-F: (Original Filing)

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 46,091,518 common shares. o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [List of Subsidiaries Wholly Owned Subsidiaries: · ATA Testing Authority (Holdings) Limited, incorporated in the British Virgin Islands · ATA Testing Authority (Beijing) Limited, incorporated in the People’s Republic of China · ATA Learning (Beijing) Inc., incorporated in the People’s Republic of China · Beijing Jindixin Software Technology Limited, incorporated in the People’s Republic of China · Xing Wei Institute] [Certification by the Chief Executive Officer I, Cheng-Yaw Sun, certify that: 1. I have reviewed this annual report on Form 20-F of ATA Inc. (the “Company”); 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] [Certification by the Chief Financial Officer I, Benson Tsang, certify that: 1. I have reviewed this annual report on Form 20-F of ATA Inc. (the “Company”); 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] [Section 906 of the Sarbanes-Oxley Act of 2002 Cheng-Yaw Sun Cheng-Yaw Sun Chief Executive Officer EX-13.1 5 a14-7958_1ex13d1.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Benson Tsang Benson Tsang Chief Financial Officer EX-13.2 6 a14-7958_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors ATA Inc. We consent to the incorporation by reference in the registration statement (No. 333-189820) on Form S-8 of ATA Inc. of our reports dated June 26, 2014, with respect to the consolidated balance sheets of ATA Inc. as of March 31, 2014 and 2013, and the related consolidated] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 JianguoMenwai Avenue, Beijing 100004, China Tel : (86-10) 5706-8585 Fax : (86-10) 6518-5057, 8515-0267 June 26, 2014 ATA Inc. 16th Floor, Tower E 6 Gongyuan West Street, Jian Guo Men Nei Beijing 100005, China Ladies and Gentlemen: We hereby consent to the use of our name under “Key Information —] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 JianguoMenwai Avenue, Beijing 100004, China Tel : (86-10) 5706-8585 Fax : (86-10) 6518-5057, 8515-0267 ATA Inc. 16th Floor, Tower E 6 Gongyuan West Street, Jian Guo Men Nei Beijing 100005, China Re: ATA Inc. June 26, 2014 Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China]

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ATAI [ATA] 20-F: None Indicate the number of outstanding shares of

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 46,091,518 common shares. o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [List of Subsidiaries Wholly Owned Subsidiaries: · ATA Testing Authority (Holdings) Limited, incorporated in the British Virgin Islands · ATA Testing Authority (Beijing) Limited, incorporated in the People’s Republic of China · ATA Learning (Beijing) Inc., incorporated in the People’s Republic of China · Beijing Jindixin Software Technology Limited, incorporated in the People’s Republic of China · Xing Wei Institute] [Certification by the Chief Executive Officer I, Cheng-Yaw Sun, certify that: 1. I have reviewed this annual report on Form 20-F of ATA Inc. (the “Company”); 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] [Certification by the Chief Financial Officer I, Benson Tsang, certify that: 1. I have reviewed this annual report on Form 20-F of ATA Inc. (the “Company”); 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] [Section 906 of the Sarbanes-Oxley Act of 2002 Cheng-Yaw Sun Cheng-Yaw Sun Chief Executive Officer EX-13.1 5 a14-7958_1ex13d1.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Benson Tsang Benson Tsang Chief Financial Officer EX-13.2 6 a14-7958_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors ATA Inc. We consent to the incorporation by reference in the registration statement (No. 333-189820) on Form S-8 of ATA Inc. of our reports dated June 26, 2014, with respect to the consolidated balance sheets of ATA Inc. as of March 31, 2014 and 2013, and the related consolidated] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 JianguoMenwai Avenue, Beijing 100004, China Tel : (86-10) 5706-8585 Fax : (86-10) 6518-5057, 8515-0267 June 26, 2014 ATA Inc. 16th Floor, Tower E 6 Gongyuan West Street, Jian Guo Men Nei Beijing 100005, China Ladies and Gentlemen: We hereby consent to the use of our name under “Key Information —] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 JianguoMenwai Avenue, Beijing 100004, China Tel : (86-10) 5706-8585 Fax : (86-10) 6518-5057, 8515-0267 ATA Inc. 16th Floor, Tower E 6 Gongyuan West Street, Jian Guo Men Nei Beijing 100005, China Re: ATA Inc. June 26, 2014 Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China]

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CHRM [Charm Communications] 20-F: (Original Filing)

[FISCAL YEAR ENDED DECEMBER 31, 2013 TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 2 Item 4. Information on the Company 34 Item 4A. Unresolved Staff Comments 59 Item 5. Operating and Financial Review and Prospects 59 Item 6. Directors,] [Deed THIS DEED OF UNDERTAKING (the “ To Charm Communications Inc. (the “Company”). THIS DEED WITNESSES THAT 1. By signing this Deed, unless otherwise specified in this Deed, Dang He hereby irrevocably covenants with and undertakes to the Company that: a. As long as the shares in the Company Dang He owns, whether legally or beneficially, and directly or indirectly] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Talent International Limited (incorporated in the British Virgin Islands) • O’Master Communications (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Media Co., Ltd. (incorporated in the] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, He Dang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications Inc.; 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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Cindy Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications Inc.; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. He Dang Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Cindy Wang VP of Finance * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Form 20-F We consent to the incorporation by reference in Registration Statement No. 333-170504 on Form S-8 of our report dated May 15, 2014, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities (collectively, the “Group”) and related financial statement schedule of Charm Communications Inc.,]

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CHRM [Charm Communications] 20-F: FISCAL YEAR ENDED DECEMBER 31, 2013 TABLE OF

[FISCAL YEAR ENDED DECEMBER 31, 2013 TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 2 Item 4. Information on the Company 34 Item 4A. Unresolved Staff Comments 59 Item 5. Operating and Financial Review and Prospects 59 Item 6. Directors,] [Deed THIS DEED OF UNDERTAKING (the “ To Charm Communications Inc. (the “Company”). THIS DEED WITNESSES THAT 1. By signing this Deed, unless otherwise specified in this Deed, Dang He hereby irrevocably covenants with and undertakes to the Company that: a. As long as the shares in the Company Dang He owns, whether legally or beneficially, and directly or indirectly] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Talent International Limited (incorporated in the British Virgin Islands) • O’Master Communications (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Media Co., Ltd. (incorporated in the] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, He Dang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications Inc.; 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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Cindy Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications Inc.; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. He Dang Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Cindy Wang VP of Finance * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Form 20-F We consent to the incorporation by reference in Registration Statement No. 333-170504 on Form S-8 of our report dated May 15, 2014, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities (collectively, the “Group”) and related financial statement schedule of Charm Communications Inc.,]

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KUTV [Ku6 Media] 20-F: Ku6 Media Co., Ltd. N/A Cayman Islands (Jurisdiction

[Ku6 Media Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China Frank Feng Chief Financial Officer Telephone: +86 10 5758-6853 Fax number: +86 10 5758-6834 Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China (Name, Telephone,] [Advertising Agency Agreement CN : TJKB-OS-2014-003 Party A: Shanghai Shengyue Advertising Co., Ltd. Address: Floor 7, Building 1,666 Zhangheng Road, Pudong New Area, Shanghai Zip Code: 201203 Party B: Tianjin Ku6 Network Communicate Technology Co., Ltd. Address: Building 6, Zhengtong Chuangyi Plaza, 18 Xibahe Xili, Chaoyang District, Beijing Zip Code: 100028 In consideration of Party A and Party B entered] [Advertising Agency Agreement CN : TJKS-OS-2014-004 Party A: Shanghai Shengyue Advertising Co., Ltd. Address: 433 Guo Shoujing Road, Pudong New Area, Shanghai Zip Code: 201203 Contact: Guoqing Qin Tel: 021-38586666 Email: qinguoqing@snda.com Party B: Tianjin Ku6 Network Communicate Technology Co., Ltd. Address: Building 6, Zhengtong Chuangyi Plaza, 18 Xibahe Xili, Chaoyang District, Beijing Zip Code: 100028 Contact: Feng Gao Tel:] [Interactive Entertainment Marketing Cooperation Agreement TJKS-OS-2014-089 This Agreement is signed and entered into by and between Party A and Party B on May 4, 2014. Party A: Shanghai Qinhe Internet Technology Software Development Co., Ltd . Address: Building 5, No.628 Hongqiao Road, Xuhui District, Shanghai Party B: Kusheng (Tianjin) Technology Co., Ltd. Address: Building 6, Zhengtongchuangyi Centre, No 18, Xibahe] [Games Marketing Cooperation Agreement TJKS-OS-2014-090 This Agreement is signed and entered into by and between Party A and Party B on April 30, 2014. Party A: Shanghai Qinhe Internet Technology Software Development Co., Ltd. Address: Building 5, No.628 Hongqiao Road, Xuhui District, Shanghai Name of the Contact: Zhaoting Zhang Party B: Kusheng (Tianjin) Technology Co., Ltd. Address: Building 6, Zhengtongchuangyi] [List of Significant Subsidiaries and Affiliates of Ku6 Media Co., Ltd. Name of Subsidiary or Affiliate State or Jurisdiction of Incorporation Ku6 Holding Limited Cayman Islands Ku6 (Beijing) Technology Co., Ltd. People’s Republic of China WeiMoSanYi (Tianjin) Technology Co., Ltd. People’s Republic of China Kusheng (Tianjin) Technology Co., Ltd. People’s Republic of China Ku6 (Beijing) Information Technology Co., Ltd. People’s] [I, Xudong Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [I, Frank Feng, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 906 of the Sarbanes-Oxley Act of 2002 May 15, 2014 I, Xudong Xu, Chief Executive Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [Section 906 of the Sarbanes-Oxley Act of 2002 May 15, 2014 I, Frank Feng, Chief Financial Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, the People’s Republic of China May 15, 2014 普华永道中天会计师事务所 ( 特殊普通合伙 ) PricewaterhouseCoopers Zhong Tian LLP , 11/F PricewaterhouseCoopers Center 2 Corporate Avenue, 202 Hu Bin Road, Huangpu District, Shanghai 200021, PRC T: +86 (21) 2323 8888, F: +86 (21) 2323 8800, www.pwccn.com EX-15.1 11 a14-11938_1ex15d1.htm EX-15.1]

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LAS [Lentuo International] 20-F: (Original Filing)

[FORM 20-F o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Lentuo International Inc. Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) West of Beihuayuan Village, Gaobeidian Township] [List of Subsidiaries Wholly Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entities Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial &] [CERTIFICATION I, Jing Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “Company”); 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] [CERTIFICATION I, Jiangyu Luo, certify that: 1. Company I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “ 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] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jing Yang Chief Executive Officer EX-13.1 5 a14-11324_1ex13d1.htm EX-13.1] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jiangyu Luo Chief Financial Officer EX-13.2 6 a14-11324_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-189975 and Form S-8 No. 333-194351) pertaining to the 2010 Share Incentive Plan of Lentuo International Inc. of our report dated May 15, 2014, with respect to the consolidated financial statements of Lentuo International Inc. included in this Annual]

LAS [Lentuo International] 20-F: FORM 20-F o OR x OR o OR

[FORM 20-F o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Lentuo International Inc. Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) West of Beihuayuan Village, Gaobeidian Township] [List of Subsidiaries Wholly Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entities Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial &] [CERTIFICATION I, Jing Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “Company”); 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] [CERTIFICATION I, Jiangyu Luo, certify that: 1. Company I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “ 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] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jing Yang Chief Executive Officer EX-13.1 5 a14-11324_1ex13d1.htm EX-13.1] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jiangyu Luo Chief Financial Officer EX-13.2 6 a14-11324_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-189975 and Form S-8 No. 333-194351) pertaining to the 2010 Share Incentive Plan of Lentuo International Inc. of our report dated May 15, 2014, with respect to the consolidated financial statements of Lentuo International Inc. included in this Annual]

XRS [TAL Education] 20-F: FORM 20-F (Mark One) o OR x OR

[FORM 20-F (Mark One) o OR x 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 of incorporation or organization) 12/F, Danling SOHO No. 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China Joseph Kauffman, Chief Financial Officer Telephone: +86-10-5292-6658 Email:] [Letter THIS SIDE LETTER (the “ 本澄清函( ” 本函 ” )于 2013 年 7 月 29 日由下列两方签署: BANGXIN ZHANG , with PRC ID card number 张邦鑫 ,中国身份证号: And 和 TAL EDUCATION GROUP Company , at 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District, Beijing 100080, People’s Republic of China (the “ TAL EDUCATION GROUP ,地址中国北京市海淀区中关村大街 32 号和盛嘉业大厦 18 层, 100080] [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 Holding Limited (formerly known as “Xueersi International Education Group Limited”) Hong Kong Yidu Technology Group Cayman Islands Yidu Technology Group Limited Hong Kong] [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,] [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 circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 6 a14-12283_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 7 a14-12283_1ex13d2.htm 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 Ladies and Gentlemen: We hereby consent to the use of our name in “Item 3.D—Key Information—Risk Factors—Risks Related to Doing Business in China,” “Item 4.B—Business Overview—PRC Regulation,” Sincerely yours, Tian Yuan Law Firm EX-15.1 8 a14-12283_1ex15d1.htm EX-15.1] [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 May 12, 2014, relating to the consolidated financial statements of TAL Education Group, its subsidiaries, its variable interest entities (the “VIEs”) and its VIEs’ subsidiaries and schools (collectively the “Group”), and the effectiveness] [[Letter Head of Maples and Calder] Dear Sirs TAL Education Group Yours faithfully Maples and Calder EX-15.3 10 a14-12283_1ex15d3.htm EX-15.3]

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JRJC [China Finance Online] 20-F: FORM 20-F (Mark One) [ ] OR [X]

[FORM 20-F (Mark One) [ ] OR [X] For the fiscal year ended December 31, 2013 OR [ ] OR [ ] Date of event requiring this shell company report 000-50975 CHINA FINANCE ONLINE CO. LIMITED Not Applicable Hong Kong (Jurisdiction of incorporation or organization) 9th Floor of Tower C, Corporate Square NO.35 Financial Street, Xicheng District Beijing 100033, China] [Shenzhen Newrand Securities Advisory and Investment Co., Ltd. And Shenzhen Champion Connection Co., Ltd. And Mr. Zhou By and Among Assets Purchase Agreement July 1, 2013 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 5 1.1 Definitions 5 1.2 Interpretation 7 ARTICLE 2 SUBJECT MATTER 7 ARTICLE 3 PURCHASE CONSIDERATION AND PAYMENT 8 3.1 Purchase Consideration 8 3.2 Terms of Payment 8] [PURCHASE AGREEMENT Company Investor This Purchase Agreement is entered into on July 1, 2013, by and between Giant Bright International Holdings Limited, a company duly incorporated in British Virgin Islands (" WHEREAS, (1) (2) The Investor undertakes that it is committed to developing the investment consulting business of the Company and its subsidiaries and affiliates, and will procure Champion to] [AGREEMENT FOR CHANGE OF PARTIES TO THE CONTRACT Effective Date THIS AGREEMENT FOR CHANGE OF PARTIES TO THE CONTRACT (“Agreement”) is entered into by and among the following Parties in on August 31, 2013 (" (1) Company: Giant Bright International Holdings Limited, a company duly incorporated in British Virgin Islands; (2) Original Investor: Champion Connection Network H.K Limited, a company] [PURCHASE AGREEMENT Company Investor This Purchase Agreement is entered into on July 1, 2013, by and between Giant Bright International Holdings Limited, a company duly incorporated in British Virgin Islands (" WHEREAS, (1) (2) The Investor undertakes that it will transfer 30% shares of East Win actually held by it to a domestic individual designated by the Company, and agrees] [Assets Purchase Agreement By and Among Shenzhen Genius Information Technology Co., Ltd. And Shenzhen Champion Connection Co., Ltd. July 1, 2013 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 5 1.1 Definitions 5 1.2 Interpretation 7 ARTICLE 2 SUBJECT MATTER 8 ARTICLE 3 PURCHASE CONSIDERATION AND PAYMENT 8 3.1 Purchase Consideration] [PURCHASE AGREEMENT Company Investor This Purchase Agreement is entered into on July 1, 2013, by and between Mainfame Group Limited, a company duly incorporated in British Virgin Islands (" WHEREAS, (1) (2) The Investor undertakes that it is committed to developing the institutional customer business of the Company and its subsidiaries and affiliates, and will procure Champion to sell its] [Cooperation Framework Agreement Regarding Precious Metals Business Shanghai Stockstar Wealth Management Co., Ltd. And Golden Pioneer (Beijing) Network Technologies Co., Ltd. And Shanghai Excellence Advertising Co., Ltd. July 2013 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 3 ARTICLE 2 SCOPE AND FORM OF COOPERATION 3 2.1 Scope of Cooperation 3 2.2 Form of Cooperation 3] [Shenzhen Tahoe Investment and Development Co., Ltd. CAPITAL INCREASE AND SHAREHOLDERS' AGREEMENT September 2013 TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 3 Article 2 CAPITAL INCREASE 3 2.1 Subscription of Capital 3 2.2 Payment and Verification of Subscribed Capital 4 2.3 Use of Increased Capital 4 Article 3 CLOSING CONDITIONS] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2013: Jurisdiction of Legal Ownership Name Incorporation Interest Fortune Software (Beijing) Co., Ltd. PRC 100% China Finance Online (Beijing) Co., Ltd. PRC 100% Beijing Fuhua Innovation Technology Development Co., Ltd. * PRC Nil Fortune (Beijing) Success Technology Co., Ltd. PRC 100%] [I, Zhao Zhiwei, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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] [Certification by the Principal Financial Officer I, Jeff Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jeff Wang] [th Ave., Chaoyang Dist., Beijing, 100004 T +86 (10) 8566 5588 F www.GrantThornton.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Grant Thornton Beijing, People’s Republic of China May 6, 2014] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-139192 on Form S-8 POS and Registration Statements No. 333-157670, No. 333-139192 and No 333-123802 on Form S-8 of our report dated April 27, 2012 (April 29, 2013 as to the effects of the presentation of comprehensive income described in Note]

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