SERVICES-EDUCATIONAL SERVICES – Page 236

EDU [New Oriental Education & Technology] 20-F: (Original Filing)

[INTRODUCTION 1 PARTI 2 ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 2 ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM3. KEY INFORMATION 2 ITEM4. INFORMATION ON THEMPANY 24 ITEM4A. UNRESOLVED STAFFMMENTS 42 ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 42 ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 59 ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS] [List of Subsidiaries Subsidiaries: JurisdictionofIncorporation Beijing Decision Education&nsultingmpany Limited Beijing Judgment Education&nsultingmpany Limited Beijing Hewstone Technologympany Beijing Pioneer Technologympany Limited Beijing Boostring Education&nsultingmpany Limited Beijing New Oriental Stars Education&nsultingmpany Limited Elitencepts Limited] [I, Michael Minhong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 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] [Certification by the Principal Financial Officer I, Louis T. Hsieh, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 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] [(1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Michael Minhong Yu Chairman and Chief Executive Officer dex131.htm 5 EX-13.1] [Certification by the Principal Financial Officer (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Louis T. Hsieh President and Chief Financial Officer dex132.htm 6 EX-13.2] [TIAN YUAN LAW FIRM 11F/Tower C,rporate Square, 35 Financial St. Beijing. 100032, P. R. China Tel: (8610)8809-2188; Fax: (8610)8809-2150. New Oriental Education& Technology No.6 Hai Dian Zhong Street 9th Floor Haidian District, Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours,NSENT OF TIAN YUAN LAW FIRM] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the Registration Statement No.333-140083 on Form S-8 of our reportsted October14, 2010, relating to thensolidated financial statements and financial statementhedule of New Oriental Education& Technology its subsidiaries and its variable interest entity (collectively, thempany) (which expresses an unqualified opinion andludes an explanatory]

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EDU [New Oriental Education & Technology] 20-F: INTRODUCTION 1 PARTI 2 ITEM1. IDENTITY OF DIRECTORS,

[INTRODUCTION 1 PARTI 2 ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 2 ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM3. KEY INFORMATION 2 ITEM4. INFORMATION ON THEMPANY 24 ITEM4A. UNRESOLVED STAFFMMENTS 42 ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 42 ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 59 ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS] [List of Subsidiaries Subsidiaries: JurisdictionofIncorporation Beijing Decision Education&nsultingmpany Limited Beijing Judgment Education&nsultingmpany Limited Beijing Hewstone Technologympany Beijing Pioneer Technologympany Limited Beijing Boostring Education&nsultingmpany Limited Beijing New Oriental Stars Education&nsultingmpany Limited Elitencepts Limited] [I, Michael Minhong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 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] [Certification by the Principal Financial Officer I, Louis T. Hsieh, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 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] [(1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Michael Minhong Yu Chairman and Chief Executive Officer dex131.htm 5 EX-13.1] [Certification by the Principal Financial Officer (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Louis T. Hsieh President and Chief Financial Officer dex132.htm 6 EX-13.2] [TIAN YUAN LAW FIRM 11F/Tower C,rporate Square, 35 Financial St. Beijing. 100032, P. R. China Tel: (8610)8809-2188; Fax: (8610)8809-2150. New Oriental Education& Technology No.6 Hai Dian Zhong Street 9th Floor Haidian District, Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours,NSENT OF TIAN YUAN LAW FIRM] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the Registration Statement No.333-140083 on Form S-8 of our reportsted October14, 2010, relating to thensolidated financial statements and financial statementhedule of New Oriental Education& Technology its subsidiaries and its variable interest entity (collectively, thempany) (which expresses an unqualified opinion andludes an explanatory]

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XRS [TAL Education] 8-A12B: TABLE OF CONTENTS INFORMATION REQUIRED IN REGISTRATION STATEMENT

[TABLE OF CONTENTS INFORMATION REQUIRED IN REGISTRATION STATEMENT]

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

[] [TAL EDUCATION GROUP CLASS A COMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT [ [ Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. International plc As representatives of the several Underwriters Ladies and Gentlemen: Company Underwriters ADSs Common Shares Firm ADSs TAL Education Group, an exempted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special Resolution passed on 29 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [___, 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 records as we have deemed necessary or appropriate as a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 1, 2010, except for Note 24, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,]

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XRS [TAL Education] F-1/A:

[] [TAL EDUCATION GROUP CLASS A COMMON SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT [ [ Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. International plc As representatives of the several Underwriters Ladies and Gentlemen: Company Underwriters ADSs Common Shares Firm ADSs TAL Education Group, an exempted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special Resolution passed on 29 September 2010 and effective conditional and THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED OF TAL EDUCATION GROUP (Adopted by a Special] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [___, 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 records as we have deemed necessary or appropriate as a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 1, 2010, except for Note 24, as to which the date is September 29, 2010, relating to the consolidated financial statements of TAL Education Group and its subsidiaries and variable interest entities as of February 28,]

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XRS [TAL Education] F-6: (Original Filing)

[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ TAL Education Group (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1] [J.P.Morgan TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 October 6, 2010 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited class A common shares of TAL Education]

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XRS [TAL Education] F-6: ____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES

[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ TAL Education Group (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1] [J.P.Morgan TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 October 6, 2010 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited class A common shares of TAL Education]