exv4w3






Exhibit 4.3













 









 













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	 
	(k) Securities Exchange Act of 1934
	 	 	2	 
	(l) Shares
	 	 	2	 
	(m) Transfer Office
	 	 	2	 
	(n) Withdrawal Order
	 	 	2	 
	Section 2.   ADRs
	 	 	2	 
	Section 3.   Deposit of Shares
	 	 	3	 
	Section 4.   Issue of ADRs
	 	 	4	 
	Section 5.   Distributions on Deposited Securities
	 	 	4	 
	Section 6.   Withdrawal of Deposited Securities
	 	 	4	 
	Section 7.   Substitution of ADRs
	 	 	4	 
	Section 8.   Cancellation and Destruction of ADRs
	 	 	5	 
	Section 9.   The Custodian
	 	 	5	 
	Section 10. Co-Registrars and Co-Transfer Agents
	 	 	5	 
	Section 11. Lists of Holders
	 	 	5	 
	Section 12. Depositary’s Agents
	 	 	5	 
	Section 13. Successor Depositary
	 	 	6	 
	Section 14. Reports
	 	 	6	 
	Section 15. Additional Shares
	 	 	7	 
	Section 16. Indemnification
	 	 	7	 
	Section 17. Notices
	 	 	8	 
	Section 18. Miscellaneous
	 	 	8	 
	Section 19. Consent to Jurisdiction
	 	 	8	 
	TESTIMONIUM
	 	 	11	 
	SIGNATURES
	 	 	11	 











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	 	 	 	Page
	EXHIBIT A

	 
	 	 	 	 
	FORM OF FACE OF ADR
	 	 	A-1	 
	 
	 	 	 	 
	Introductory Paragraph
	 	 	A-1	 
	 
	 	 	 	 
	(1) Issuance of ADRs and Pre-Release of ADRs
	 	 	A-2	 
	(2) Withdrawal of Deposited Securities
	 	 	A-3	 
	(3) Transfers of ADRs
	 	 	A-3	 
	(4) Certain Limitations
	 	 	A-4	 
	(5) Taxes
	 	 	A-5	 
	(6) Disclosure of Interests
	 	 	A-6	 
	(7) Charges of Depositary
	 	 	A-6	 
	(8) Available Information
	 	 	A-7	 
	(9) Execution
	 	 	A-8	 
	 
	 	 	 	 
	Signature of Depositary
	 	 	A-8	 
	 
	 	 	 	 
	Address of Depositary’s Office
	 	 	A-8	 
	 
	 	 	 	 
	FORM OF REVERSE OF ADR
	 	 	A-9	 
	 
	 	 	 	 
	(10) Distributions on Deposited Securities
	 	 	A-9	 
	(11) Record Dates
	 	 	A-10	 
	(12) Voting of Deposited Securities
	 	 	A-10	 
	(13) Changes Affecting Deposited Securities
	 	 	A-10	 
	(14) Exoneration
	 	 	A-11	 
	(15) Resignation and Removal of Depositary; the Custodian
	 	 	A-13	 
	(16) Amendment
	 	 	A-13	 
	(17) Termination
	 	 	A-14	 
	(18) Appointment
	 	 	A-14	 
	(19) Waiver
	 	 	A-14	 






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     DEPOSIT AGREEMENT dated as of [DATE] , 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:



     1. Certain Definitions.



     (a) “ADR Register” is defined in paragraph (3) of the form of ADR.



     (b) “ADRs” mean the American Depositary Receipts executed and delivered hereunder.
ADRs may be either in physical certificated form or Direct Registration ADRs. ADRs in physical
certificated form, and the terms and conditions governing the Direct Registration ADRs (as
hereinafter defined), shall be substantially in the form of Exhibit A annexed hereto (the “form
of ADR”). The term “Direct Registration ADR” means an ADR, the ownership of which is
recorded on the Direct Registration System. References to “ADRs” shall include certificated ADRs
and Direct Registration ADRs, unless the context otherwise requires. The form of ADR is hereby
incorporated herein and made a part hereof; the provisions of the form of ADR shall be binding upon
the parties hereto.



     (c) Subject to paragraph (13) of the form of ADR, each “ADS” evidenced by an ADR
represents the right to receive [EXCHANGE] Share and a pro rata share in any other Deposited
Securities.



     (d) “Custodian” means the agent or agents of the Depositary (singly or collectively,
as the context requires) and any additional or substitute Custodian appointed pursuant to Section
9.



     (e) The terms “deliver”, “execute”, “issue”, “register”,
“surrender”, “transfer” or “cancel”, when used with respect to Direct
Registration ADRs, shall refer to an entry or entries or an electronic transfer or transfers in the
Direct Registration System, and, when used with respect to ADRs in physical certificated form,
shall refer to the physical delivery, execution, issuance, registration, surrender, transfer or
cancellation of certificates representing the ADRs.



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     (f) “Delivery Order” is defined in Section 3.



     (g) “Deposited Securities” as of any time means all Shares at such time deposited
under this Deposit Agreement and any and all other Shares, securities,
property and cash at such time held by the Depositary or the Custodian in respect or in lieu
of such deposited Shares and other Shares, securities, property and cash.



     (h) “Direct Registration System” means the system for the uncertificated
registration of ownership of securities established by The Depository Trust Company (“DTC”)
and utilized by the Depositary pursuant to which the Depositary may record the ownership of ADRs
without the issuance of a certificate, which ownership shall be evidenced by periodic statements
issued by the Depositary to the Holders entitled thereto. For purposes hereof, the Direct
Registration System shall include access to the Profile Modification System maintained by DTC which
provides for automated transfer of ownership between DTC and the Depositary.



     (i) “Holder” means the person or persons in whose name an ADR is registered on the ADR
Register.



     (j) “Securities Act of 1933” means the United States Securities Act of 1933, as from
time to time amended.



     (k) “Securities Exchange Act of 1934” means the United States Securities Exchange Act
of 1934, as from time to time amended.



     (l) “Shares” mean the class A common shares of the Company, and shall include the
rights to receive Shares specified in paragraph (1) of the form of ADR.



     (m) “Transfer Office” is defined in paragraph (3) of the form of ADR.



     (n) “Withdrawal Order” is defined in Section 6.



     2. ADRs. (a) ADRs in certificated form shall be engraved, printed or otherwise
reproduced at the discretion of the Depositary in accordance with its customary practices in its
American depositary receipt business, or at the request of the Company typewritten and photocopied
on plain or safety paper, and shall be substantially in the form set forth in the form of ADR, with
such changes as may be required by the Depositary or the Company to comply with their obligations
hereunder, any applicable law, regulation or usage or to indicate any special limitations or
restrictions to which any particular ADRs are subject. ADRs may be issued in denominations of any
number of ADSs. ADRs in certificated form shall be



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executed by the Depositary by the manual or
facsimile signature of a duly authorized officer of the Depositary. ADRs in certificated form
bearing the facsimile signature of anyone who was at the time of execution a duly authorized
officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased
to hold such office prior to the delivery of such ADRs.




     (b) Direct Registration ADRs. Notwithstanding anything in this Deposit Agreement or
in the form of ADR to the contrary, ADSs shall be evidenced by Direct
Registration ADRs, unless certificated ADRs are specifically requested by the Holder.



     (c) Holders shall be bound by the terms and conditions of this Deposit Agreement and
of the form of ADR, regardless of whether their ADRs are Direct Registration ADRs or certificated
ADRs.



     3. Deposit of Shares. In connection with the deposit of Shares hereunder, the
Depositary or the Custodian may require the following in form satisfactory to it: (a) a written
order directing the Depositary to issue to, or upon the written order of, the person or persons
designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs
representing such deposited Shares (a “Delivery Order”); (b) proper endorsements or duly executed
instruments of transfer in respect of such deposited Shares; (c) instruments assigning to the
Depositary, the Custodian or a nominee of either any distribution on or in respect of such
deposited Shares or indemnity therefor; and (d) proxies entitling the Custodian to vote such
deposited Shares. As soon as practicable after the Custodian receives Deposited Securities
pursuant to any such deposit or pursuant to paragraph (10) or (13) of the form of ADR, the
Custodian shall present such Deposited Securities for registration of transfer into the name of the
Depositary, the Custodian or a nominee of either, to the extent such registration is practicable,
at the cost and expense of the person making such deposit (or for whose benefit such deposit is
made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities
shall be held by the Custodian for the account and to the order of the Depositary at such place or
places and in such manner as the Depositary shall determine. Deposited Securities may be delivered
by the Custodian to any person only under the circumstances expressly contemplated in this Deposit
Agreement. To the extent that the provisions of or governing the Shares make delivery of
certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as
the Depositary or the Custodian may reasonably accept, including, without limitation, by causing
them to be credited to an account maintained by the Custodian for such purpose with the Company or
an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with
delivery of the documents, payments and Delivery Order referred to herein to the Custodian or the
Depositary.



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     4. Issue of ADRs. After any such deposit of Shares, the Custodian shall notify the
Depositary of such deposit and of the information contained in any related Delivery Order by
letter, first class airmail postage prepaid, or, at the request, risk and expense of the person
making the deposit, by cable, telex or facsimile transmission. After receiving such notice from
the Custodian, the Depositary, subject to this Deposit Agreement, shall properly issue at the
Transfer Office, to or upon the order of any person named in such notice, an ADR or ADRs registered
as requested and evidencing the aggregate ADSs to which such person is entitled.



     5. Distributions on Deposited Securities. To the extent that the Depositary
determines in its discretion that any distribution pursuant to paragraph (10) of the form of ADR is
not practicable with respect to any Holder, the Depositary may make such distribution as it so
deems practicable, including the distribution of foreign
currency, securities or property (or appropriate documents evidencing the right to receive
foreign currency, securities or property) or the retention thereof as Deposited Securities with
respect to such Holder’s ADRs (without liability for interest thereon or the investment thereof).



     6. Withdrawal of Deposited Securities. In connection with any surrender of an
ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the
Depositary may require proper endorsement in blank of such ADR (or duly executed instruments of
transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the
Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered
to, or upon the written order of, any person designated in such order (a “Withdrawal Order”).
Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by
letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by
cable, telex or facsimile transmission. Delivery of Deposited Securities may be made by the
delivery of certificates (which, if required by law shall be properly endorsed or accompanied by
properly executed instruments of transfer or, if such certificates may be registered, registered in
the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other
means as the Depositary may deem practicable, including, without limitation, by transfer of record
ownership thereof to an account designated in the Withdrawal Order maintained either by the Company
or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities.



     7. Substitution of ADRs. The Depositary shall execute and deliver a new Direct
Registration ADR in exchange and substitution for any mutilated certificated ADR upon cancellation
thereof or in lieu of and in substitution for such destroyed, lost or stolen certificated ADR,
unless the Depositary has notice that such ADR has been acquired by a bona fide purchaser, upon the
Holder thereof filing with the Depositary a request



4









 









for such execution and delivery and a
sufficient indemnity bond and satisfying any other reasonable requirements imposed by the
Depositary.




     8. Cancellation and Destruction of ADRs. All ADRs surrendered to the Depositary
shall be cancelled by the Depositary. The Depositary is authorized to destroy ADRs in certificated
form so cancelled in accordance with its customary practices.



     9. The Custodian. Any Custodian in acting hereunder shall be subject to the
directions of the Depositary and shall be responsible solely to it. The Depositary shall be
responsible for the compliance by the Custodian with any applicable provisions of the Deposit
Agreement. The Depositary reserves the right to add, replace or remove a Custodian. The Depositary
will give prompt notice of any such action, which will be advance notice if practicable.



     Any Custodian may resign from its duties hereunder by at least 30 days written notice to the
Depositary. The Depositary may discharge any Custodian at any time upon notice to the Custodian
being discharged. Any Custodian ceasing to act
hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited
Securities held by it to a Custodian continuing to act.



     10. Co-Registrars and Co-Transfer Agents. The Depositary may appoint and
remove (i) co-registrars to register ADRs and transfers, combinations and split-ups of ADRs and to
countersign ADRs in accordance with the terms of any such appointment and (ii) co-transfer agents
for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer
offices in addition to the Transfer Office on behalf of the Depositary. Each co-registrar or
co-transfer agent (other than JPMorgan Chase Bank, N.A.) shall give notice in writing to the
Company and the Depositary accepting such appointment and agreeing to be bound by the applicable
terms of this Deposit Agreement.



     11. Lists of Holders. The Company shall have the right to inspect transfer records
of the Depositary and its agents and the ADR Register, take copies thereof and require the
Depositary and its agents to supply copies of such portions of such records as the Company may
request. The Depositary or its agent shall furnish to the Company promptly upon the written
request of the Company, a list of the names, addresses and holdings of ADSs by all Holders as of a
date within seven days of the Depositary’s receipt of such request.



     12. Depositary’s Agents. The Depositary may perform its obligations under this
Deposit Agreement through any agent appointed by it, provided that the Depositary shall notify the
Company of such appointment and shall remain responsible for the



5









 









performance of such obligations as
if no agent were appointed, subject to paragraph (14) of the form of ADR.




     13. Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by providing no less than 45 days prior written notice of its election so to do delivered
to the Company, such resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided. The Depositary may at any time be
removed by the Company by providing no less than 45 days prior written notice of such removal to
the Depositary, such removal to take effect the later of (i) the 45th day after such
notice of removal is first provided and (ii) the appointment of a successor depositary and its
acceptance of such appointment as hereinafter provided. Notwithstanding the foregoing, if upon the
resignation or removal of the Depositary a successor depositary is not appointed within the
applicable 45-day period as specified in paragraph (17) of the form of ADR, then the Depositary may
elect to terminate this Deposit Agreement and the ADR and the provisions of said paragraph (17)
shall thereafter govern the Depositary’s obligations hereunder. In case at any time the Depositary
acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a
successor depositary, which shall be a bank or trust company having an office in the Borough of
Manhattan, The City of New York. Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor depositary, without any further act or deed, shall become fully vested
with all the rights, powers, duties and
obligations of its predecessor. The predecessor depositary, only upon payment of all sums due
to it and on the written request of the Company, shall (i) execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor hereunder (other than its
rights to indemnification and fees owing, each of which shall survive any such removal and/or
resignation), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited
Securities to such successor, and (iii) deliver to such successor a list of the Holders of all
outstanding ADRs. Any such successor depositary shall promptly mail notice of its appointment to
such Holders. Any bank or trust company into or with which the Depositary may be merged or
consolidated, or to which the Depositary shall transfer substantially all its American depositary
receipt business, shall be the successor of the Depositary without the execution or filing of any
document or any further act.



     14. Reports. On or before the first date on which the Company makes any
communication available to holders of Deposited Securities or any securities regulatory authority
or stock exchange, by publication or otherwise, the Company shall transmit to the Depositary a copy
thereof in English or with an English translation or summary. The Company has delivered to the
Depositary, the Custodian and any Transfer Office, a copy of all provisions of or governing the
Shares and any other



6









 









Deposited Securities issued by the Company or any affiliate of the Company
and, promptly upon any change thereto, the Company shall deliver to the Depositary, the Custodian
and any Transfer Office, a copy (in English or with an English translation) of such provisions as
so changed. The Depositary and its agents may rely upon the Company’s delivery of all such
communications, information and provisions for all purposes of this Deposit Agreement
and the Depositary shall have no liability for the accuracy or completeness of any thereof.




     15. Additional Shares. Neither the Company nor any company controlling, controlled
by or under common control with the Company shall issue additional Shares, rights to subscribe for
Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such
securities or shall deposit any Shares under this Deposit Agreement, except under circumstances
complying in all respects with the Securities Act of 1933. The Depositary will use reasonable
efforts to comply with written instructions of the Company not to accept for deposit hereunder any
Shares identified in such instructions at such times and under such circumstances as may reasonably
be specified in such instructions in order to facilitate the Company’s compliance with securities
laws in the United States.



     16. Indemnification. The Company shall indemnify, defend and save harmless each of
the Depositary and its agents against any loss, liability or expense (including reasonable fees and
expenses of counsel) which may arise out of acts performed or omitted, in connection with the
provisions of this Deposit Agreement and of the ADRs, as the same may be amended, modified or
supplemented from time to time in accordance herewith by either the Depositary or its agents or
their respective directors, employees, agents and affiliates, except for any liability or expense
directly arising out of the negligence or willful misconduct of the Depositary.



     The indemnities set forth in the preceding paragraph shall also apply to any liability or
expense which may arise out of any misstatement or alleged misstatement or omission or alleged
omission in any registration statement, proxy statement, prospectus (or placement memorandum), or
preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of ADSs,
except to the extent any such liability or expense arises out of (i) information relating to the
Depositary or its agents (other than the Company), as applicable, furnished in writing by the
Depositary and not changed or altered by the Company expressly for use in any of the foregoing
documents or (ii) if such information is provided, the failure to state a material fact necessary
to make the information provided not misleading.



     Notwithstanding any other provision of this Deposit Agreement or the ADRs to the
contrary, neither the Depositary nor any of its agents shall be liable for any indirect, special,
punitive or consequential damages (including, without limitation,




7











 









lost profits) of any form
incurred by any person or entity, whether or not foreseeable and regardless of the type of action
in which such a claim may be brought.




     The obligations set forth in this Section 16 shall survive the termination of this Deposit
Agreement and the succession or substitution of any indemnified person.



     17. Notices. Notice to any Holder shall be deemed given when first mailed, first
class postage prepaid, to the address of such Holder on the ADR Register or received by such
Holder. Failure to notify a Holder or any defect in the notification to a Holder shall not affect
the sufficiency of notification to other Holders or to the beneficial owners of ADSs held by such
other Holders. Notice to the Depositary or the Company shall be deemed given when first received
by it at the address or facsimile transmission number set forth in (a) or (b), respectively, or at
such other address or facsimile transmission number as either may specify to the other by written
notice:




	 	(a)	 	JPMorgan Chase Bank, N.A.

1 Chase Manhattan Plaza, Floor 58

New York, NY, 10005-1401

Attention: ADR Administration

Fax: +1 (212) 552-6650
	 
	 	(b)	 	TAL Education Group

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

Attention: President’s Office

Fax: +86 (10) 529 2 669





     18. Miscellaneous. This Deposit Agreement is for the exclusive benefit of the
Company, the Depositary, the Holders, and their respective successors hereunder, and shall not give
any legal or equitable right, remedy or claim whatsoever to any other person. The Holders and
owners of ADRs from time to time shall be parties to this
Deposit Agreement and shall be bound by all of the provisions hereof. If any such provision
is invalid, illegal or unenforceable in any respect, the remaining provisions shall in no way be
affected thereby. This Deposit Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one instrument.



     19. Consent to Jurisdiction. The Company irrevocably agrees that any legal
suit, action or proceeding against the Company brought by the Depositary or any Holder, arising out
of or based upon this Deposit Agreement or the transactions



8









 









contemplated hereby, may be instituted
in any state or federal court in New York, New York, and irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to
the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company
also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by
the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated
hereby, may only be instituted in a state or federal court in New York, New York. The Company has
appointed Law Debenture Corporate Services Inc., 400 Madison Avenue, 4th Floor, New York, New York
10017, as its authorized agent (the “Authorized Agent”) upon which process may be served in any
such action arising out of or based on this Deposit Agreement or the transactions contemplated
hereby which may be instituted in any state or federal court in New York, New York by the
Depositary or any Holder, and waives any other requirements of or objections to personal
jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent
has agreed to act as said agent for service of process, and the Company agrees to take any and all
action, including the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. The Company further
hereby irrevocably consents and agrees to the service of any and all legal process, summons,
notices and documents in any suit, action or proceeding against the Company, by service by mail of
a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent
shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or
acknowledge such service), with a copy mailed to the Company by registered or certified air mail,
postage prepaid, to its address provided in Section 17(b) hereof. The Company agrees that the
failure of the Authorized Agent to give any notice of such service to it shall not impair or affect
in any way the validity of such service or any judgment rendered in any action or proceeding based
thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer
serve as agent of the Company to receive service of process in New York, the Company shall promptly
appoint a successor acceptable to the Depositary, so as to serve and will promptly advise the
Depositary thereof. In the event the Company fails to continue such designation and appointment in
full force and effect, the Company hereby waives personal service of process upon it and consents
that any such service of process may be made by certified or registered mail, return receipt
requested, directed to the Company at its address last specified for notices hereunder, and service
so made shall be deemed completed five (5) days after the same shall have been so mailed.
Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the
Depositary in any
competent court in the Cayman Islands, Hong Kong, the People’s Republic of China and/or the
United States.




     To the extent that the Company or any of its properties, assets or revenues



9









 









may have or may
hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or from execution of judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at
any time be commenced, with respect to its obligations, liabilities or other matter under or
arising out of or in connection with the Shares or Deposited Securities, the ADSs, the ADRs or this
Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and
unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.




     EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER
AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED
ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).



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          IN WITNESS WHEREOF, TAL EDUCATION GROUP and JPMORGAN CHASE BANK, N.A. have duly executed this
Deposit Agreement as of the day and year first above set forth and all holders of ADRs shall become
parties hereto upon acceptance by them of ADRs issued in accordance with the terms hereof.




	 	 	 	 	 
	 	TAL EDUCATION GROUP

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title: Vice President 	 
	 



[Signature Page to the Deposit Agreement]









11









 













EXHIBIT A

ANNEXED TO AND INCORPORATED IN

DEPOSIT AGREEMENT




[FORM OF FACE OF ADR]



			
	 	 	 
	 
	 	No. of ADSs:
	                    	 	 
	Number	 	 
	 	 	 
	 
	 	Each ADS represents
	 
	 	[EXCHANGE] Share
	 
	 	 
	 
	 	CUSIP:






AMERICAN DEPOSITARY RECEIPT



evidencing



AMERICAN DEPOSITARY SHARES



representing



CLASS A COMMON SHARES



of



TAL EDUCATION GROUP



(Incorporated under the laws of the Cayman Islands)



          JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the
United States of America, as depositary hereunder (the “Depositary”), hereby certifies that                      is the registered owner (a “Holder”) of  American Depositary Shares
(“ADSs”), each (subject to paragraph (13)) representing [EXCHANGE] class A common shares (including
the rights to receive Shares described in paragraph (1), “Shares” and, together with any other
securities, cash or property from time to time held by the Depositary in respect or in lieu of
deposited Shares, the “Deposited Securities”), of TAL Education Group, a corporation organized
under the laws of the Cayman Islands (the “Company”), deposited under the Deposit Agreement dated
as of [DATE] , 2010 (as amended from time to time, the “Deposit Agreement”) among the Company, the
Depositary and all Holders from time to time of American Depositary Receipts issued thereunder
(“ADRs”), each of whom by accepting an ADR




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becomes a party thereto. The Deposit Agreement and this
ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and
construed in accordance with the laws of the State of New York.




     (1) Issuance of ADRs; Pre-Release. This ADR is one of the ADRs issued under the
Deposit Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for delivery at the
Transfer Office (defined in paragraph (3)) only against deposit of: (a) Shares in form
satisfactory to the Custodian; (b) rights to receive Shares from the Company or any registrar,
transfer agent, clearing agent or other entity recording Share ownership or transactions; or, (c)
in accordance with the next paragraph of this paragraph (1).



     In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided,
however, that the Depositary may (i) issue ADSs prior to the receipt of Shares and (ii) deliver
Shares prior to the receipt of ADSs for withdrawal of Deposited Securities, including ADSs which
were issued under (i) above but for which Shares may not have been received (each such transaction
a “Pre-Release”). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs
will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in
lieu of ADSs under (ii) above. Each such Pre-Release will be subject to a written agreement whereby
the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (a) represents
that at the time of the Pre-Release the Applicant or its customer owns the Shares or ADSs that are
to be delivered by the Applicant under such Pre-Release, (b) agrees to indicate the Depositary as
owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the
Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (c)
unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such
Shares or ADSs, and (d) agrees to any additional restrictions or requirements that the Depositary
deems appropriate. Each such Pre-Release will be at all times fully collateralized with cash, U.S.
government securities or such other collateral as the Depositary deems appropriate, terminable by
the Depositary on not more than five (5) business days’ notice and subject to such further
indemnities and credit regulations as the Depositary deems appropriate. The Depositary will
normally limit the number of ADSs and Shares involved in such Pre-Release at any one time to thirty
percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above),
provided, however, that the Depositary reserves the right to change or disregard such limit from
time to time as it deems appropriate. The Depositary may also set limits with respect to the number
of ADSs and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems
appropriate. The Depositary may retain for its own account any compensation received by it in
conjunction with the foregoing. Collateral provided in connection with Pre-Release transactions,
but not the earnings thereon, shall be held for the benefit of the Holders (other than the
Applicant).



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     Every person depositing Shares under the Deposit Agreement represents and warrants that such
Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive
rights, that the person making such deposit is duly authorized so to do and that such Shares (A)
are not “restricted securities” as such term is defined in Rule 144 under the Securities Act of
1933 (“Restricted Securities”) unless at the time of deposit the requirements of paragraphs (c),
(e), (f) and (h) of Rule 144 shall not
apply and such Shares may be freely transferred and may otherwise be offered and sold freely
in the United States or (B) have been registered under the Securities Act of 1933. To the extent
the person depositing Shares is an “affiliate” of the Company as such term is defined in Rule 144,
the person also represents and warrants that upon the sale of the ADSs, all of the provisions of
Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied
with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the
sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit
of Shares and issuance of ADRs. The Depositary will not knowingly accept for deposit under the
Deposit Agreement any Shares required to be registered under the Securities Act of 1933 and not so
registered; the Depositary may refuse to accept for such deposit any Shares identified by the
Company in order to facilitate the Company’s compliance with such Act.



     (2) Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5),
upon surrender of (i) a certificated ADR in form satisfactory to the Depositary at the Transfer
Office or (ii) proper instructions and documentation in the case of a Direct Registration ADR, the
Holder hereof is entitled to delivery at, or to the extent in dematerialized form from, the
Custodian’s office of the Deposited Securities at the time represented by the ADSs evidenced by
this ADR, provided that the Depositary may deliver Shares prior to the receipt of ADSs for
withdrawal of Deposited Securities, including ADSs which were issued under (1) above but for which
Shares may not have been received (until such ADSs are actually deposited, “Pre-released Shares”)
only if all the conditions in (1) above related to such Pre-Release are satisfied). At the
request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited
Securities at such other place as may have been requested by the Holder. Notwithstanding any other
provision of the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be
restricted only for the reasons set forth in General Instruction I.A.(1) of Form F-6 (as such
instructions may be amended from time to time) under the Securities Act of 1933.



     (3) Transfers of ADRs. The Depositary or its agent will keep, at a designated
transfer office (the “Transfer Office”), (a) a register (the “ADR Register”) for the registration,
registration of transfer, combination and split-up of ADRs, and, in the



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case of Direct Registration
ADRs, shall include the Direct Registration System, which at all reasonable times will be open for
inspection by Holders and the Company for the purpose of communicating with Holders in the interest
of the business of the Company or a matter relating to the Deposit Agreement and (b) facilities for
the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System.
Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when
properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of
proper instruments of transfer, is transferable by delivery with the same effect as in the case of
negotiable instruments under the laws of the State of New York; provided that the
Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR
is registered on
the ADR Register as the absolute owner hereof for all purposes and neither the Depositary nor
the Company will have any obligation or be subject to any liability under the Deposit Agreement to
any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and (5),
this ADR is transferable on the ADR Register and may be split into other ADRs or combined with
other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or
combination, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the
Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to
the Depositary of proper instruments of transfer and duly stamped as may be required by applicable
law; provided that the Depositary may close the ADR Register at any time or from time to
time when deemed expedient by it. At the request of a Holder, the Depositary shall, for the
purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute
and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized
number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the
certificated ADR or Direct Registration ADR, as the case may be, substituted.




     (4) Certain Limitations. Prior to the issue, registration, registration of
transfer, split-up or combination of any ADR, the delivery of any distribution in respect thereof,
or, subject to the last sentence of paragraph (2), the withdrawal of any Deposited Securities, and
from time to time in the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary
or the Custodian may require: (a) payment with respect thereto of (i) any stock transfer or other
tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the
registration of transfers of Shares or other Deposited Securities upon any applicable register and
(iii) any applicable charges as provided in paragraph (7) of this ADR; (b) the production of proof
satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii)
such other information, including without limitation, information as to citizenship, residence,
exchange control approval, beneficial ownership of any securities, compliance with applicable law,
regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement



A-4









 









and
this ADR, as it may deem necessary or proper; and (c) compliance with such regulations as the
Depositary may establish consistent with the Deposit Agreement. The issuance of ADRs, the
acceptance of deposits of Shares, the registration, registration of transfer, split-up or
combination of ADRs or, subject to the last sentence of paragraph (2), the withdrawal of Deposited
Securities may be suspended, generally or in particular instances, when the ADR Register or any
register for Deposited Securities is closed or when any such action is deemed advisable by the
Depositary.




     (5) Taxes. If any tax or other governmental charge shall become payable by or on
behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution thereon, such tax or other
governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may
refuse to effect any registration, registration of transfer, split-up or combination hereof or,
subject to the last sentence of paragraph
(2), any withdrawal of such Deposited Securities until such payment is made. The Depositary
may also deduct from any distributions on or in respect of Deposited Securities, or may sell by
public or private sale for the account of the Holder hereof any part or all of such Deposited
Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale),
and may apply such deduction or the proceeds of any such sale in payment of such tax or other
governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the
number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any
distribution to Holders, the Company will remit to the appropriate governmental authority or agency
all amounts (if any) required to be withheld and owing to such authority or agency by the Company;
and the Depositary and the Custodian will remit to the appropriate governmental authority or agency
all amounts (if any) required to be withheld and owing to such authority or agency by the
Depositary or the Custodian. If the Depositary determines that any distribution in property other
than cash (including Shares or rights) on Deposited Securities is subject to any tax that the
Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a
portion of such property in such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the
net proceeds of any such sale or the balance of any such property after deduction of such taxes to
the Holders entitled thereto. Each Holder of an ADR or an interest therein agrees to indemnify the
Depositary, the Company, the Custodian and any of their respective directors, employees, agents and
affiliates against, and hold each of them harmless from, any claims by any governmental authority
with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes,
reduced rate of withholding at source or other tax benefit obtained.



A-5









 










     (6) Disclosure of Interests. To the extent that the provisions of or governing
any Deposited Securities may require disclosure of or impose limits on beneficial or other
ownership of Deposited Securities, other Shares and other securities and may provide for blocking
transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons
holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to
comply with any reasonable Company instructions in respect thereof. The Company reserves the right
to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited
Securities so as to permit the Company to deal directly with the Holder thereof as a holder of
Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate
with the Company in its efforts to inform Holders of the Company’s exercise of its rights under
this paragraph and agrees to consult with, and provide reasonable assistance without risk,
liability or expense on the part of the Depositary, to the Company on the manner or manners in
which it may enforce such rights with respect to any Holder.



     (7) Charges of Depositary. The Depositary may charge, and collect from, (i) each
person to whom ADSs are issued, including, without limitation, issuances against deposits of
Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms
are defined in paragraph (10)), issuances pursuant to a
stock dividend or stock split declared by the Company, or issuances pursuant to a
merger, exchange of securities or any other transaction or event affecting the ADSs or the
Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities
or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or
portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be). The
Depositary may sell (by public or private sale) sufficient securities and property received in
respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such
charge. The following additional charges shall be incurred by the Holders, by any party depositing
or withdrawing Shares or by any party surrendering ADSs, to whom ADSs are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or
an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of ADSs
pursuant to paragraph (10)), whichever is applicable (i) a fee of U.S.$0.05 or less per
ADS for any
Cash distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50 per ADR or ADRs
for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the distribution or sale of
securities pursuant to paragraph (10) hereof, such fee being in an amount equal to the fee for the
execution and delivery of ADSs referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this paragraph (7) treating all such securities as if
they were Shares) but which securities or the net cash proceeds from the sale thereof are instead
distributed by the Depositary to Holders entitled thereto, (iv) an aggregate fee of U.S.$0.05 or
less per




A-6











 









ADS per calendar year (or portion thereof) for services performed by the Depositary in
administering the ADRs (which fee may be charged on a periodic basis during each calendar year and
shall be assessed against Holders as of the record date or record dates set by the Depositary
during each calendar year and shall be payable at the sole discretion of the Depositary by billing
such Holders or by deducting such charge from one or more cash dividends or other cash
distributions), and (v) reimbursement of such fees, charges and expenses as are incurred by the
Depositary and/or any of the Depositary’s agents (including, without limitation, the Custodian and
expenses incurred on behalf of Holders in connection with compliance with foreign exchange control
regulations or any law or regulation relating to foreign investment) in connection with the
servicing of the Shares or other Deposited Securities, the delivery of Deposited Securities or
otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law,
rule or regulation (which charge shall be assessed on a proportionate basis against Holders as of
the record date or dates set by the Depositary and shall be payable at the sole discretion of the
Depositary by billing such Holders or by deducting such charge from one or more cash dividends or
other cash distributions). The Company will pay all other charges and expenses of the Depositary
and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time
between the Company and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex
and facsimile transmission and delivery charges incurred at the request of persons depositing, or
Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or
Holders), (iii) transfer or registration fees for the registration or transfer of Deposited
Securities on any applicable register in connection with the deposit or withdrawal of Deposited
Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited
Securities; there are no such fees in respect of the Shares as of the date of the Deposit
Agreement), and (iv) expenses of the Depositary in connection with the conversion of foreign
currency into U.S. dollars (which are paid out of such foreign currency). Such charges may at any
time and from time to time be changed by agreement between the Company and the Depositary.




     (8) Available Information. The Deposit Agreement, the provisions of or governing
Deposited Securities and any written communications from the Company, which are both received by
the Custodian or its nominee as a holder of Deposited Securities and made generally available to
the holders of Deposited Securities, are available for inspection by Holders at the offices of the
Depositary and the Custodian and at the Transfer Office. The Depositary will distribute copies of
such communications (or English translations or summaries thereof) to Holders when furnished by the
Company. The Company is subject to the periodic reporting requirements of the Securities Exchange
Act of 1934 and accordingly files certain reports with the United States Securities and Exchange
Commission (the



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“Commission”). Such reports and other information may be inspected and copied at
public reference facilities maintained by the Commission located at the date hereof at 100 F
Street, NE, Washington, DC 20549.



     (9) Execution. This ADR shall not be valid for any purpose unless executed by the
Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary.


Dated:




JPMORGAN CHASE BANK, N.A., as Depositary



By
                                        
                    

Authorized Officer




     The Depositary’s office is located at 1 Chase Manhattan Plaza, Floor 58, New York, NY,
10005-1401






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[FORM OF REVERSE OF ADR]




     (10) Distributions on Deposited Securities. Subject to paragraphs (4) and (5), to
the extent practicable, the Depositary will distribute to each Holder entitled thereto on the
record date set by the Depositary therefor at such Holder’s address shown on the ADR Register, in
proportion to the number of Deposited Securities (on which the following distributions on Deposited
Securities are received by the Custodian) represented by ADSs evidenced by such Holder’s ADRs: (a)
Cash. Any U.S. dollars available to the Depositary resulting from a cash dividend or other
cash distribution or the net proceeds of sales of any other distribution or portion thereof
authorized in this paragraph (10) (“Cash”), on an averaged or other practicable basis, subject to
(i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or
impracticable with respect to certain Holders, and (iii) deduction of the Depositary’s expenses in
(1) converting any foreign currency to U.S. dollars by sale or in such other manner as the
Depositary may determine to the extent that it determines that such conversion may be made on a
reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such
means as the Depositary may determine to the extent that it determines that such transfer may be
made on a reasonable basis, (3) obtaining any approval or license of any governmental authority
required for such conversion or transfer, which is obtainable at a reasonable cost and within a
reasonable time and (4) making any sale by public or private means in any commercially reasonable
manner. (b) Shares. (i) Additional ADRs evidencing whole ADSs representing any Shares
available to the Depositary resulting from a dividend or free distribution on Deposited Securities
consisting of Shares (a “Share Distribution”) and (ii) U.S. dollars available to it resulting from
the net proceeds of sales of Shares received in a Share Distribution, which Shares would give rise
to fractional ADSs if additional ADRs were issued therefor, as in the case of Cash. (c)
Rights. (i) Warrants or other instruments in the discretion of the Depositary representing
rights to acquire additional ADRs in respect of any rights to subscribe for additional Shares or
rights of any nature available to the Depositary as a result of a distribution on Deposited
Securities (“Rights”), to the extent that the Company timely furnishes to the Depositary evidence
satisfactory to the Depositary that the Depositary may lawfully distribute the same (the Company
has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so
furnish such evidence and sales of Rights are practicable, any U.S. dollars available to the
Depositary from the net proceeds of sales of Rights as in the case of Cash, or (iii) to the extent
the Company does not so furnish such evidence and such sales cannot practicably be accomplished by
reason of the nontransferability of the Rights, limited markets therefor, their short duration or
otherwise, nothing (and any Rights may lapse). (d) Other Distributions. (i) Securities or
property available to the Depositary resulting from any distribution on Deposited Securities other
than Cash, Share Distributions and Rights (“Other Distributions”), by any means that the
Depositary may deem equitable and practicable, or (ii) to the



A-9









 









extent the Depositary deems
distribution of such securities or property not to be equitable and practicable, any U.S. dollars
available to the Depositary from the net proceeds of sales of Other Distributions as in the case of
Cash. Such U.S. dollars available will be distributed by checks drawn on a bank in the United
States for whole dollars and cents. Fractional cents will be withheld without liability and dealt
with by
the Depositary in accordance with its then current practices.



     (11) Record Dates. The Depositary may, after consultation with the Company if
practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to
any corresponding record date set by the Company) for the determination of the Holders who shall be
responsible for the fee assessed by the Depositary for administration of the ADR program and for
any expenses provided for in paragraph (7) hereof as well as for the determination of the Holders
who shall be entitled to receive any distribution on or in respect of Deposited Securities, to give
instructions for the exercise of any voting rights, to receive any notice or to act in respect of
other matters and only such Holders shall be so entitled or obligated.



     (12) Voting of Deposited Securities. As soon as practicable after receipt from the
Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or
other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such
information as is contained in such notice and any solicitation materials, (b) that each Holder on
the record date set by the Depositary therefor will, subject to any applicable provisions of Cayman
Island law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs and
(c) the manner in which such instructions may be given, including instructions to give a
discretionary proxy to a person designated by the Company. Upon receipt of instructions of a
Holder on such record date in the manner and on or before the date established by the Depositary
for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the
provisions of or governing Deposited Securities to vote or cause to be voted the Deposited
Securities represented by the ADSs evidenced by such Holder’s ADRs in accordance with such
instructions. The Depositary will not itself exercise any voting discretion in respect of any
Deposited Securities. There is no guarantee that Holders generally or any Holder in particular
will receive the notice described above with sufficient time to enable such Holder to return any
voting instructions to the Depositary in a timely manner.



     (13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and (5), the
Depositary may, in its discretion, amend this ADR or distribute additional or amended ADRs (with or
without calling this ADR for exchange) or cash, securities or property on the record date set by
the Depositary therefor to reflect any change in par value, split-up, consolidation, cancellation
or other reclassification of Deposited



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Securities, any Share Distribution or Other Distribution not
distributed to Holders or any cash, securities or property available to the Depositary in respect
of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited
Securities to any person and, irrespective of whether such Deposited Securities are surrendered or
otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or
private sale any property received in connection with) any recapitalization, reorganization,
merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all
the assets of the Company, and to the extent the Depositary does not so amend this ADR or make a
distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever
cash, securities or
property results from any of the foregoing shall constitute Deposited Securities and each ADS
evidenced by this ADR shall automatically represent its pro rata interest in the Deposited
Securities as then constituted.



     (14) Exoneration. The Depositary, the Company, their agents and each of them shall:
(a) incur no liability (i) if any present or future law, rule, regulation , fiat, order or decree
of the United States, the Cayman Islands, The People’s Republic of China (including the Hong Kong
Special Administrative Region) or any other country, or of any governmental or regulatory authority
or any securities exchange or market or automated quotation system, the provisions of or governing
any Deposited Securities, any present or future provision of the Company’s charter, any act of God,
war, terrorism or other circumstance beyond its control shall prevent or delay, or shall cause any
of them to be subject to any civil or criminal penalty in connection with, any act which the
Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without
limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise or failure
to exercise any discretion given it in the Deposit Agreement or this ADR (including, without
limitation, any failure to determine that any distribution or action may be lawful or reasonably
practicable); (b) assume no liability except to perform its obligations to the extent they are
specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith;
(c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d)
in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR,
which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it
against all expense (including fees and disbursements of counsel) and liability be furnished as
often as may be required; or (e) not be liable for any action or inaction by it in reliance upon
the advice of or information from legal counsel, accountants, any person presenting Shares for
deposit, any Holder, or any other person believed by it to be competent to give such advice or
information. The Depositary shall not be liable for the acts or omissions made by any securities



A-11









 









depository, clearing agency or settlement system in connection with or arising out of book-entry
settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for,
and shall incur no liability in connection with or arising from, the insolvency of any Custodian
that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary, its agents and the
Company may rely and shall be protected in acting upon any written notice, request, direction or
other document believed by them to be genuine and to have been signed or presented by the proper
party or parties. The Depositary shall be under no obligation to inform Holders or any other
holders of an interest in an ADS about the requirements of Cayman Island or People’s Republic of
China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law,
rules or regulations or any changes therein or thereto. The Depositary and its agents will not be
responsible for any failure to carry out any instructions to vote any of the Deposited Securities,
for the manner in which any such vote is cast or for the effect of any such vote. The Depositary
and its agents may own and deal in any class of securities of the Company and its affiliates and in
ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR,
the Depositary and its agents may fully respond to any and all demands or requests for information
maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any
ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or
required by or pursuant to any lawful authority, including without limitation laws, rules,
regulations, administrative or judicial process, banking, securities or other regulators. None of
the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or
beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such
Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur
any liability for any tax consequences that may be incurred by Holders and beneficial owners on
account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for
the content of any information submitted to it by or on behalf of the Company for distribution to
the Holders or for any inaccuracy of any translation thereof, for any investment risk associated
with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited
Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the
terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company.
The Company has agreed to indemnify the Depositary and its agents under certain circumstances.
Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of
interests in ADSs for any indirect, special, punitive or consequential damages (including, without
limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable
and regardless of the type of action in which such a claim may be brought. No disclaimer of
liability under the Securities Act of 1933 is intended by any provision hereof.



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     (15) Resignation and Removal of Depositary; the Custodian. The Depositary may resign
as Depositary by written notice of its election so to do delivered to the Company, such resignation
to take effect upon the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the
Company by no less than 45 days prior written notice of such removal, to become effective upon the
later of (i) the 45th day after delivery of the notice to the Depositary and (ii) the appointment
of a successor depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary may appoint substitute or additional Custodians and the term
“Custodian” refers to each Custodian or all Custodians as the context requires.



     (16) Amendment. Subject to the last sentence of paragraph (2), the ADRs and the
Deposit Agreement may be amended by the Company and the Depositary, provided that any
amendment that imposes or increases any fees or charges (other than stock transfer or other taxes
and other governmental charges, transfer or registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or that shall otherwise prejudice any
substantial existing right of Holders, shall become effective 30 days after notice of such
amendment shall have been given to the Holders. Every Holder of an ADR at the time any amendment
to the
Deposit Agreement so becomes effective shall be deemed, by continuing to hold such ADR, to
consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.
In no event shall any amendment impair the right of the Holder of any ADR to surrender such ADR and
receive the Deposited Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. Any amendments or supplements which (i) are reasonably necessary (as
agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6
under the Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in electronic
book-entry form and (ii) do not in either such case impose or increase any fees or charges to be
borne by Holders, shall be deemed not to prejudice any substantial rights of Holders.
Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws,
rules or regulations which would require amendment or supplement of the Deposit Agreement or the
form of ADR to ensure compliance therewith, the Company and the Depositary may amend or supplement
the Deposit Agreement and the ADR at any time in accordance with such changed laws, rules or
regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may
become effective before a notice of such amendment or supplement is given to Holders or within any
other period of time as required for compliance. Notice of any amendment to the Deposit Agreement
or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby,
and failure to describe the specific amendments in any such notice shall not render such notice
invalid, provided, however, that, in each such case, the notice



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given to the Holders identifies a
means for Holders to retrieve or receive the text of such amendment (i.e., upon retrieval from the
Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).



     (17) Termination. The Depositary may, and shall at the written direction of the
Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to the
Holders at least 30 days prior to the date fixed in such notice for such termination; provided,
however, if the Depositary shall have been removed or resigned as Depositary hereunder, notice of
such termination by the Depositary shall not be provided to Holders unless a successor depositary
shall not be operating hereunder within either (a) 45 days of the date of such resignation or (b)
45 days of the date the Company’s notice of removal was first provided to the Depositary, as the
case may be. After the date so fixed for termination, the Depositary and its agents will perform
no further acts under the Deposit Agreement and this ADR, except to receive and hold (or sell)
distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as
practicable after the expiration of six months from the date so fixed for termination, the
Depositary shall sell the Deposited Securities and shall thereafter (as long as it may lawfully do
so) hold in a segregated account the net proceeds of such sales, together with any other cash then
held by it under the Deposit Agreement, without liability for interest, in trust for the
pro rata benefit of the Holders of ADRs not theretofore surrendered. After making
such sale, the Depositary shall be discharged from all obligations in respect of the Deposit
Agreement and this ADR, except to account for such net proceeds and other cash. After the date so
fixed for termination, the Company shall be discharged from all obligations under the Deposit
Agreement except for its obligations to the Depositary
and its agents.



     (18) Appointment. Each Holder and each person holding an interest in ADSs, upon
acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions
of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the
terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its
attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions
contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures
necessary to comply with applicable law and to take such action as the Depositary in its sole
discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and
the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity
and appropriateness thereof.



     (19) Waiver. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR
AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT



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PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR
THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH
HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).




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