Exhibit 10.28


 


Form of Power of Attorney


 


I,
[             ], a Chinese citizen with Chinese Identification
Card No.: [ ], and a holder of [ %] of the entire registered capital in Beijing Zhongtulian Culture & Education
Development Center (“ZTL”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize The Future Leading  Education (Shenzhen) Co., Ltd.(“WFOE”) to exercise the following rights relating to
all equity interests held by me now and in the future in ZTL (“My Shareholding”) during the term of this Power of
Attorney:


 


WFOE is hereby authorized
to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including
without limitation to: 1) attending shareholders and employees’ (congress) meetings of ZTL; 2) exercising all the shareholder’s
rights and shareholder’s voting rights I am entitled to under the laws of China and ZTL’s Articles of Association,
including but not limited to the sale or transfer or disposition of My Shareholding in part or in whole; and 3) designate and appoint
on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management
members of ZTL.


 


Without limiting the
generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents
I shall sign as stipulated in the Exclusive Option Agreement entered into by and among me, WFOE and ZTL on December 28, 2014 and
the Equity Interest Disposal Restriction Agreement entered into by and among me, WFOE and ZTL on December 28, 2014 (including any
modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of
the Transaction Documents.


 


All the actions associated
with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed
by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.


 


WFOE is entitled to
re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without
giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the
aforementioned rights.


 


During the period that
I am a shareholder of ZTL, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution
of this Power of Attorney.


 


During the term of
this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through
this Power of Attorney, and shall not exercise such rights by myself.


 


Strictly Confidential






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This Power of Attorney
is written in Chinese and English. The Chinese version and English version shall have equal legal validity (In the event there
are different interpretations about the Power of Attorney, the Chinese version shall prevail).


 


 


[                                    ]


 


 


By:  
                                                                                      


 


Accepted by


 


 


The Future Leading  Education
(Shenzhen) Co., Ltd.


 


	By:	/s/ Li Weifu	 
	Name: 	Li Weifu 	 
	Title	Legal Representative	 







 


 


 





Acknowledged by:


 


Beijing Zhongtulian Culture & Education
Development Center


 


	By:	/s/ Li Weifu	 
	Name: 	Li Weifu 	 
	Title	Legal Representative	 







 


 



 




Strictly Confidential






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